10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

¨ 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 000-54172

SUREPURE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	26-3550286
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
405 Lexington Avenue, 25th Floor, New York, NY	10174
(Address of Principal Executive Offices)	(Zip Code)

(917) 368-8480

(Registrant’s Telephone Number, Including Area Code)

_____________________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 ¨

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 the 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
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No x

The number of shares outstanding of the issuer’s common stock, as of November 15, 2016 was 64,973,077.

SUREPURE, INC.

INDEX

PART I FINANCIAL INFORMATION		3
Item 1.	Financial Statements.	3
	Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015	3
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2016 and 2015	4
	Consolidated Statements of Other Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2016 and 2015	5
	Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited) for the Nine Months Ended September 30, 2016	6
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2016 and 2015	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 4.	Controls and Procedures.	32
PART II OTHER INFORMATION		34
Item 1.	Legal Proceedings.	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34
Item 3.	Defaults Upon Senior Securities.	34
Item 4.	Mine Safety Disclosures.	34
Item 5.	Other Information.	34
Item 6.	Exhibits.	35
SIGNATURES		36

2

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

SUREPURE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2016 (UNAUDITED) AND DECEMBER 31, 2015

	September 30, 2016			December 31, 2015
	(Unaudited)			(Audited)
Assets
Current assets:
Cash	$	747		$	5,476
Accounts receivable		123,422			-
Prepaid expenses and other current assets		36,340			235,262
Total current assets		160,509			240,738
Property and equipment, net		-			-
Intangible assets, net		66,452			78,954
Total assets	$	226,961		$	319,692
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and other current liabilities	$	1,444,387		$	1,124,104
Customer deposits		59,612			388,497
Due to officers		146,119			233,486
Income taxes payable		490			479
Loan payable		386,000			-
Total current liabilities		2,036,608			1,746,566
Total liabilities		2,036,608			1,746,566
Stockholders' deficit:
Common stock, $.001 par value, 200,000,000 shares authorized, 61,750,000 shares issued and outstanding (58,533,992 shares issued and outstanding at December 31, 2015)		61,750			58,534
Preferred stock, $.01 par values, 31,155,282 shares authorized, 14,800,000 shares issued and outstanding (14,800,000 shares issued and outstanding at December 31, 2015)		148,000			148,000
Additional paid-in capital		32,861,552			32,324,095
Other comprehensive income		997,750			1,064,911
Accumulated deficit		(35,878,699	)		(35,022,414	)
Total stockholders' deficit		(1,809,647	)		(1,426,874	)
Total liabilities and stockholders' deficit	$	226,961		$	319,692

See Notes to Unaudited Consolidated Financial Statements.

3

SUREPURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	2,540		$	893,253		$	1,297,524		$	2,443,396
Cost of revenue		106			460,801			731,296			1,293,759
Gross profit		2,434			432,452			566,228			1,149,637
Expenses:
General and administrative expenses (includes equity-based compensation of $0, $12,691, $0 and $37,522 respectively)		408,875			427,332			1,363,065			1,459,634
Promotion and marketing		1,367			2,767			3,579			12,058
Research and development		-			11,081			58,317			47,803
Amortization		4,168			4,167			12,502			12,501
Total expenses		414,410			445,347			1,437,463			1,531,996
Income (Loss) from operations		(411,976	)		(12,895	)		(871,235	)		(382,359	)
Other income (expense):
Interest expense (net)		(40,010	)		(9,030	)		(87,579	)		(48,540	)
Gain on settlement of debt with issuance of stock		102,529			28,951			102,529			28,951
Total other income (expense)		62,519			19,921			14,950			(19,589	)
Income (loss) before provision for taxes		(349,457	)		7,026			(856,285	)		(401,948	)
Provision for income taxes		-			-			-			-
Net income (loss)	$	(349,457	)	$	7,026		$	(856,285	)	$	(401,948	)
Income (loss) per share – basic and diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		59,949,480			52,851,545			59,012,684			49,201,227

See Notes to Unaudited Consolidated Financial Statements.

4

SUREPURE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

	Three Months Ended					Nine Months ended
	September 30,					September 30,
	2016			2015		2016			2015
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Net income (loss)	$	(349,457	)	$	7,026	$	(856,285	)	$	(401,948	)
Other comprehensive income, net of tax
Unrealized gain (loss) on foreign currency translation		(35,593	)		79,420		(67,161	)		55,034
Comprehensive income (loss) net of tax	$	(385,050	)	$	86,446	$	(923,446	)	$	(346,914	)

See Notes to Unaudited Consolidated Financial Statements.

5

SUREPURE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

														Accumulated
	Common		Range of						Additional					Other			Total
	Shares		Price Per		Common		Preferred		Paid-in		Accumulated			Comprehensive			Stockholders'
	Issued		Share		Stock		Stock		Capital		Deficit			Income			Deficit
December 31, 2015 (audited)		58,533,992			$	58,534	$	148,000	$	32,324,095	$	(35,022,414	)	$	1,064,911		$	(1,426,874	)
Issuance of common stock for cash		500,000	$	0.20		500				99,500								100,000
Issuance of common stock to settle liabilities		2,716,008	$	0.20		2,716				437,957								440,673
Net (loss) for the year												(856,285	)					(856,285	)
Unrealized loss on foreign currency translation adjustment		-				-		-		-		-			(67,161	)		(67,161	)
September 30, 2016 (unaudited)		61,750,000			$	61,750	$	148,000	$	32,861,552	$	(35,878,699	)	$	997,750		$	(1,809,647	)

See Notes to Unaudited Consolidated Financial Statements.

6

SUREPURE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

	Nine Months Ended
	September 30,
	2016			2015
	(Unaudited)			(Unaudited)
Cash from operating activities:
Net loss	$	(856,285	)	$	(401,948	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		12,502			12,501
Non-cash interest expense and loan costs		86,000			46,332
Non-cash gain on settlement of debt with issuance of stock		(102,529	)		(28,951	)
Issuance of common stock for consulting services		-			-
Equity-based compensation		-			37,522
Changes in assets and liabilities:
Accounts receivable		(123,422	)		(3,200	)
Prepaid expenses and other current assets		198,922			380,128
Accounts payable and other current liabilities		506,283			(84,215	)
Customer deposits payable		(328,885	)		(412,703	)
Due to officers		269,835			434,378
Income taxes payable		-			-
Total cash provided by (used in) operating activities		(337,579	)		(20,156	)
Cash from financing activities:
Proceeds from issuance of equity		100,000			-
Proceeds from issuance of note		300,000			-
Total cash provided by financing activities		400,000			-
Effect of exchange rate changes on cash		(67,150	)		31,742
Net increase (decrease) in cash		(4,729	)		11,586
Cash, beginning of period		5,476			526
Cash, end of period	$	747		$	12,112
Supplemental disclosures:
Interest paid	$	1,579		$	2,208
Issuance of common stock in settlement of liabilities	$	186,000		$	-
Issuance of common stock in settlement of loans	$	-		$	251,400
Issuance of common stock in settlement of amounts due to officers	$	357,202		$	1,148,000

See Notes to Unaudited Consolidated Financial Statements.

7

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

1. Organization and Significant Accounting Policies

Description of Business

SurePure Investment Holding AG (“SPI”) was incorporated in Switzerland in 2007. From 2007 to December 12, 2012 SPI was the holding company of the SurePure Group (the “Group”), which included subsidiaries and other entities whose activities primarily benefit the Group. On December 12, 2012, SPI entered into an Amended and Restated Share Exchange Agreement with SurePure, Inc. (“SurePure US” or the “Company”) pursuant to which SurePure US acquired SPI in a share exchange (the “Share Exchange”) and became the holding company for the Group, including SPI. Although SurePure US is the legal acquirer of SPI, SPI is treated as the acquirer for accounting and financial reporting purposes and under this method, SurePure US retains SPI’s financial reporting history.

Under the Share Exchange, each share of the capital stock of SPI was exchanged for one share of SurePure US common stock, par value $.001 per share (“Common Stock”), and, in the case of one shareholder of SPI, one share of Nonvoting Convertible Preferred Stock, par value $.01 per share (the “Nonvoting Convertible Preferred Stock”).

The Group has developed technology for using shortwave ultraviolet light (“UV-C”) to purify turbid liquids such as wine, fruit juice and milk. Although initially designed to treat food-grade applications, it has successfully been applied to liquids such as dairy products for animal consumption, protein products, bovine blood plasma, water, brines and sugar syrup solutions. The Group holds a patent in 68 countries for this technology. The Group has been engaged in raising capital, continuing research and development of its technologies and developing markets for its products.

Basis of Presentation

Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. Our consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Amounts in our unaudited consolidated financial statements are, except as otherwise noted, expressed in U.S. Dollars.

8

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2016.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inter-company items and transactions have been eliminated in consolidation.

The Company’s wholly-owned subsidiaries are as follows:

· SurePure Investment Holding AG (“SPI”), which wholly-owns SPO;

· SurePure Operations AG (“SPO”), which markets the products of the Group and earns its revenue by selling or otherwise distributing equipment utilizing the Group’s technology globally. SPO owns a patent for the Group’s technology in various countries;

· SurePure Participations AG (“SPP”), is a minority stockholder of SPI and is part of the common holding structure of the Group. SPP has no operations. SPP became a subsidiary as a result of the Share Exchange on December 12, 2012;

· SurePure Holdings South Africa (Pty) Ltd., which holds the South African patent, and its wholly-owned subsidiary, SurePure Marketing South Africa (Pty) Ltd. (“SPMSA”), which sells or otherwise distributes equipment utilizing the Group’s technology in South Africa. These entities became subsidiaries as a result of their acquisition on June 12, 2013; and

· SurePure Latin America Maqinas de Purificasao UVC Ltda. (“SPLAM”), which conducts no operations currently and is in the final stages of deregistration.

The Group’s reporting currency is the United States Dollar (“USD”) and these consolidated financial statements are presented in USD or “$.”

9

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

Adoption of New Accounting Standards

The Company has, effective January 1, 2015, early adopted ASU 2014-10 Development Stage Entities which eliminates the requirement to provided Development Stage Entity reporting. As such, the financial statements as presented no longer contain information that aggregates all activities from the date of inception through the reporting date. The adoption of this new standard did not have a material impact on our financial position or results or operations.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Income Taxes

The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not provide a future tax benefit.

GAAP requires that, in applying the liability method, the consolidated financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion, the most likely resolution of an uncertain tax position should be analyzed based on technical merits and one that will likely be sustained under examination. There are no uncertain tax positions requiring adjustment to or disclosure in these consolidated financial statements.

Accounts Receivable

Accounts receivable represent amounts due from customers and are carried at original invoice amount less an estimate made for doubtful receivables. The Group establishes a provision for estimated doubtful accounts, if necessary.

Property, Equipment and Related Depreciation

Property and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset and any expenditures that substantially increase the asset’s value or extend the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the property and equipment. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Expenditures for routine repairs and maintenance are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is recognized in operations.

10

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

Depreciation is provided over the following estimated useful lives:

Plant machinery	3 to 5 years
Furniture and fixtures	3 to 5 years
Motor vehicles	5 years
Office and computer equipment	3 to 5 years

Intangible Assets

Intangible assets consist of patents in various countries around the world for the Company’s UV-C purification technology. The patents were initially recognized at their cost and are being amortized on a straight-line basis over their estimated useful lives of twelve years beginning with the acquisition of the patents in 2008. The patents expire in October 2020.

The Group evaluates the carrying value of its intangible assets for impairment at least annually or when events or changes in circumstances are identified by management that indicate that such carrying values may not be fully recoverable. The evaluation involves estimating the future undiscounted cash flows expected to be derived from the assets to assess whether or not a potential impairment exists. As a result of its evaluations, management determined that it was not necessary to recognize a loss on impairment of its intangible assets for either of the three and nine months ended September 30, 2016 and 2015.

Revenue

Revenue is earned from sales or use of equipment that uses the Company’s patented technology and is recognized, net of returns and discounts, when persuasive evidence of an arrangement exists, the sales price is fixed or determinable and collectability is reasonably assured. These criteria are usually met upon completion of delivery and customer acceptance testing of the product by the customer.

Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the three months and nine months ended September 30, 2016, 1 customer accounted for 100% of revenue. For the nine months ended September 30, 2016 1 customer accounted for 97% of revenue.

For the three months ended September 30, 2015, 1 customer accounted for 98% of revenue and for the nine months ended September 30, 2015, 2 customer accounted for 93% of revenue.

As of September 30, 2016 1 customer made up 99% of accounts receivable.

11

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

Shipping and Handling Costs

Shipping and handling costs are expensed as cost of goods sold when the related inventory is sold.

Research and Development

Research and development costs are charged to expense as incurred.

Equity-Based Compensation

The Company measures compensation cost for all stock options granted based on fair value on the measurement date, which is typically the grant date. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes-Merton option valuation model. The fair value of each share is based on the fair market value of the Company’s common stock on the date of the grant. Equity-based compensation expense is recognized on a straight-line basis over the requisite service period for each stock option or stock grant expected to vest with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations.

Foreign Currency Translations

These consolidated financial statements are presented in USD, which is the Group’s reporting currency. The consolidated financial statements of the Group members have been translated into USD in accordance with GAAP. All asset and liability accounts on the consolidated balance sheets have been translated using the spot exchange rate in effect at the consolidated balance sheet date. Equity accounts have been translated at their historical rates when the capital transaction occurred. Income and expenses have been translated at the average exchange rates for the periods presented. Adjustments resulting from the translation of the Group’s consolidated financial statements are included in the consolidated statement of other comprehensive income (loss). Actual transaction gains and losses are included in the consolidated statements of operations as incurred.

The functional currencies of the companies included in the Group are their respective local currencies. Accordingly, the Group is exposed to transaction gains and losses that result from changes in various foreign currency exchange rates.

Applicable functional currencies are:

SPI, SPO, and SPP	Swiss Francs – CHF
SPLAM	Brazilian Real – BRL
SPHSA and SPMSA	South African Rand – ZAR

Exchange rates used for conversion of foreign items to USD at the end of each period and the average for each period were:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				December 31,
	2016		2015		2016		2015		2015
CHF:
Reporting date		1.0319		1.0284		1.0319		1.0284		1.0073
Average for period		1.0246		1.0374		1.0204		1.0499		1.0398
BRL:
Reporting date		0.3071		0.2437		0.3071		0.2437		0.2523
Average for period		0.3080		0.2851		0.2832		0.3202		0.3046
ZAR:
Reporting date		0.0721		0.0712		0.0721		0.0712		0.0643
Average for period		0.0709		0.0772		0.0669		0.0816		0.0788

12

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed by dividing net income or loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue shares of Common Stock, such as options, convertible notes and convertible preferred stock, were exercised or converted into shares of Common Stock or could otherwise cause the issuance of shares of Common Stock that then would share in earnings (losses). Such potential issuances of additional shares of Common Stock are included in the computation of diluted earnings per share. Except as disclosed in Notes 5, 6 and 9 of these Notes to Consolidated Financial Statements, the Company has no securities or other contracts to issue shares of Common Stock that could cause any dilution of earnings. In addition, when there is a loss, diluted loss per share is not computed because any potential additional common shares of Common Stock would reduce the reported loss per share and therefore have an anti-dilutive effect.

2.Property and Equipment

Property and equipment consists of the following:

	September 30,		December 31,
	2016		2015
	(Unaudited)		(Audited)
Machinery and equipment	$	5,010	$	5,010
Furniture and fixtures		12,753		12,753
Motor vehicles		14,400		14,400
Office and computer equipment		12,647		12,647
		44,810		44,810
Less: Accumulated depreciation		44,810		44,810
Property and equipment, net	$	-	$	-

Property and equipment is fully depreciated, and there was no depreciation expense for the three and nine months ended September 30, 2016 and 2015.

3. Intangible Assets

Intangible assets consist of the following:

	September 30,		December 31,
	2016		2015
	(Unaudited)		(Audited)
Patents	$	208,943	$	208,943
Less: Accumulated amortization		142,490		129,989
Intangible assets, net	$	66,453	$	78,954

Amortization expense was $4,168 and $4,167 for the three months ended September 30, 2016 and 2015 respectively and $12,502 and $12,501 for the nine months ended September 30 2016 and 2015 respectively.

13

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

4. Due to Officers

Due to officers consists of unpaid salaries and advances from executives totaling $146,119 and $233,486 at September 30, 2016 and December 31, 2015, respectively. The chief executive officer has not been paid a portion of his salary and unreimbursed expenses and was due $49,221 as of September 30, 2016. The Company’s chief financial officer has not been paid a portion of his salary and unreimbursed expenses and was due $96,898 as of September 30, 2016.

On August 7, 2015, the Company entered into separate agreements with two of its executive officers, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from its subsidiary, SPO, and also, in the case of one executive, a loan obligation and consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. The chief executive officer discharged the Company from $30,000 of the amount of $30,000 owed to him by SPO in respect of fees accrued and unpaid as of June 30, 2015 and $292,500 due in respect of an aggregate of $301,800 of loans made to and fees owed to him by SPMSA, all in exchange for 2,150,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $680,000 of the total amount of approximately $1,030,000 owed to him by SPO in respect of fees for services accrued and unpaid as of June 30, 2015 in exchange for 4,500,000 shares of Common Stock.

On November 16, 2015, the Company entered into an agreement with its chief financial officer, under which he agreed to discharge the Company from a portion of amounts owed to him in respect of fees due from its subsidiary, SPO, in exchange for the issuance of shares of Common Stock. The chief financial officer discharged the Company from approximately $250,000 of approximately $353,500 owed in respect of fees for services accrued and unpaid as of September 30, 2015 in exchange for 1,250,000 shares of Common Stock.

On August 22, 2016, the Company entered into separate agreements with two of its executive officers, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from its subsidiary, SPO, and also, in the case of one executive, consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. The chief executive officer discharged the Company from $150,000 of the amount of approximately $179,780 owed to him by SPO in respect of fees accrued and unpaid as of July 31, 2016 and $50,000 due in respect of an amount of approximately $50,000 of fees owed to him by SPMSA as of July 31, 2016, all in exchange for 1,000,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $157,200 of the total amount of approximately $218,000 owed to him by SPO in respect of fees for services accrued and unpaid as of July 31, 2016 in exchange for 786,001 shares of Common Stock.

14

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

5. Other Loans Payable

On April 4, 2013, SPMSA borrowed ZAR 2 million (approximately $201,000) from a lender pursuant to a note. The terms of the loan provide for interest of 2% per month on the outstanding balance which is payable together with the principal balance no later than December 31, 2013. An officer and stockholder of the Company deposited 1,000,000 shares of Common Stock with the lender as security for the repayment of the loan to SPMSA. On June 10, 2015, the repayment date was further extended to September 30, 2015. Interest on this loan was approximately $16,500 and $15,500 for the three months ended September 30, 2015 and 2014 and approximately $38,000 and $44,200 for the nine months ended September 30, 2015 and 2014. As of August 10, 2015, the loan was settled with the issuance of 1,676,000 shares of Common Stock. The Company recognized a gain of $28,951 representing the difference between the fair value of the consideration issued in the settlement transaction and the carrying value of the amounts due to the lender. This gain has been included as ‘‘Gain on settlement of debt’’ under ‘‘Other income (expense)’’ within income from continuing operations in the accompanying Consolidated Statement of Operations for the year ended December 31, 2015.

On February 11, 2016 the Company entered into a Securities Purchase Agreement with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”). Under the Purchase Agreement, SBI purchased the Company’s promissory note (the “SBI Note”) in the principal amount of $330,000 for a purchase price of $300,000. The SBI Note bears interest at the rate of 0% per annum until the occurrence of an Event of Default, at which time the SBI Note bears default interest at the rate of 22% per annum. SBI has the right to convert the SBI Note into shares of the Company’s Common Stock following the occurrence of an event of default under the SBI Note, including the failure to repay the note on or before its maturity date. On August 1, 2016 the Company and SBI agreed to extend the maturity date of the SBI Note from August 9, 2016 to October 11, 2016. On November 17, 2016 the Company and SBI agreed to extend the maturity date of the SBI Note from October 11, 2016 to January 11, 2017. As part of the agreement on November 17, 2016 to extend the maturity of the SBI Note until January 11, 2017, SBI and the Company agreed that (i) the number of shares of the Company’s Common Stock into which SBI could convert the SBI Note following the occurrence of an event of default under the SBI Note, including the failure to repay the SBI Note on or before January 11, 2017 would be based on a conversion price that is 52.5% of the market price of the Company’s shares, rather than 55%; and (ii) the principal amount to be paid to SBI to discharge the SBI Note in full is $390,000 if the Company repays the SBI Note prior to or on January 11, 2017. In connection with Amendment No. 2, the Company entered into a fee letter agreement with SBI under which the Company agreed to pay SBI a structuring fee on November 17, 2016 in the amount of $90,000 with 1,058,824 shares of its Common Stock and a loan monitoring fee of $45,000 which is due on the maturity of the SBI Note.

6. Equity

Common Stock through the date of the Share Exchange consisted of the common stock of SPI. The amounts presented for periods prior to the Share Exchange were denominated in CHF and have been translated from CHF to USD using the exchange rates in effect on the date of each issuance. As of December 31, 2011, SPI had 26,822,215 common shares issued and outstanding. During 2012 prior to the Share Exchange, SPI issued 2,500,000 shares in connection with the subscription agreement referenced in Note 7 of these Notes to Consolidated Financial Statements and 7,378,416 shares in connection with the conversion of SPI stockholder loans to common shares, resulting in 36,700,631 common shares of SPI being outstanding immediately prior to the Share Exchange.

15

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

On December 12, 2012, SurePure US designated 31,155,282 of its authorized shares of preferred stock as Nonvoting Convertible Preferred Stock, par value $0.01 per share.  Under the terms of the Certificate of Designation (the “Certificate”), each share of Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock, subject to certain limitations and restrictions as defined in the Certificate.

The issued shares of Nonvoting Convertible Preferred Stock automatically convert, at the applicable conversion ratio as defined in the Certificate, into shares of Common Stock upon the assignment, sale or other transfer of shares to any person other than an affiliate of the holder of the seller.  Any assignee, purchaser or other transferee may surrender certificates representing the assigned shares to the Company and will receive shares of Common Stock in return. 

During the year ended December 31, 2014, the preferred stockholder converted 5,000,000 shares of the Company’s preferred stock into 5,000,000 shares of Common Stock.  At both September 30, 2016 and December 31, 2015, there were 14,800,000 issued and outstanding shares of Nonvoting Convertible Preferred Stock.

On August 7, 2015, the Company entered into separate agreements with two of its executive officers and one consultant, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from its subsidiary, SPO, and also, in the case of one executive, a loan obligation and consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. In each case, shares of Common Stock were valued at $0.15 per share for purposes of determining the number of shares to be issued under the three agreements. The Company issued an aggregate of 7,620,000 shares of Common Stock in these transactions to obtain the discharge of $1,148,000 of liabilities. The chief executive officer discharged the Company from $30,000 of the amount of $30,000 owed to him by SPO in respect of fees accrued and unpaid as of June 30, 2015, and $292,500 due in respect of an aggregate of $301,800 of loans made to and fees owed to him by SPMSA, all in exchange for 2,150,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $680,000 of the total amount of approximately $1,030,000 owed in respect of fees for services accrued and unpaid as of June 30, 2015 in exchange for 4,500,000 shares of Common Stock; and a consultant to SPO, discharged the Company from $145,500 of the total amount of $236,498 owed to him in respect of fees accrued and unpaid as of June 30, 2015 in exchange for 970,000 shares of Common Stock. 

On August 10, 2015, the Company and M Cubed Holdings Limited (“MCubed”), a corporation formed under the laws of South Africa, entered into a share purchase agreement under which MCubed agreed to purchase 1,676,000 shares of Common Stock, in exchange for the cancellation in full of loan indebtedness of ZAR 3,542,204 (approximately $280,400), including interest and loan fees, due from its subsidiary SPMSA. SPMSA and MCubed had entered into the loan agreement under which MCubed loaned ZAR 2,000,000 to SPMSA on April 17, 2013.

16

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

On November 16, 2015, the Company entered into separate agreements with its chief financial officer its investor relations consultant, and a former employee, under which the Company was discharged from approximately $364,570 of obligations in exchange for 1,892,176 shares of the Company’s Common Stock. Specifically, the chief financial officer discharged the Company from approximately $250,000 of approximately $363,400 owed in respect of fees for services accrued and unpaid as of October 31, 2015 in exchange for 1,250,000 shares of the Common Stock; the consultant discharged the Company from $36,000 owed in respect of fees for services accrued and unpaid as of October 31, 2015 in exchange for 180,000 shares of the Company’s Common Stock; and the former employee discharged the Company from $78,570 owed in respect of its obligation to pay past due compensation in exchange for 462,176 shares of the Company’s Common Stock.  

On August 16, 2016 the Company issued 500,000 shares to an investor at a value of $0.20 per share.

On August 22, 2016, the Company entered into separate agreements with two of its executive officers and two consultants, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from the Company and its subsidiary, SPO, and also, in the case of one executive, consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. In each case, shares of Common Stock were valued at $0.20 per share for purposes of determining the number of shares to be issued under the three agreements. The Company issued an aggregate of 2,716,008 shares of Common Stock in these transactions to obtain the discharge of $543,202 of liabilities. The chief executive officer discharged the Company from $150,000 of the amount of approximately $179,780 owed to him by SPO in respect of fees accrued and unpaid as of July 31, 2016 and $50,000 due in respect of an amount of approximately $50,000 of fees owed to him by SPMSA as of July 31, 2016, all in exchange for 1,000,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $157,200 of the total amount of approximately $218,000 owed to him by SPO in respect of fees for services accrued and unpaid as of July 31, 2016 in exchange for 786,001 shares of Common Stock; a consultant to SPO, discharged the Company from $150,000 of the total amount of approximately $235,800 owed to him in respect of fees accrued and unpaid as of July 31, 2016 in exchange for 750,000 shares of Common Stock; and a consultant to the Company discharged the Company from $36,000 of the total amount of approximately $36,000 owed to it in respect of fees accrued and unpaid as of July 31, 2016 in exchange for 180,000 shares of Common Stock.

There were 61,750,000 shares of Common Stock issued and outstanding at September 30, 2016 and 58,533,992 shares of Common Stock issued and outstanding at December 31, 2015.

17

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

7. Shareholders’ Deficit

The consolidated shareholders’ deficit of the Company consists of common stock, additional paid-in capital, deficit and accumulated other comprehensive income.

8. Income Taxes

The Company and its subsidiaries file income tax returns in Switzerland, South Africa, the United States and Brazil. The components of income (loss) from operations before income taxes, by jurisdiction, are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Switzerland	$	(267,034	)	$	148,693		$	(337,859	)	$	232,014
South Africa	$	(55,483	)		(79,243	)		(156,625	)		(337,553	)
United States	$	(26,940	)		(62,424	)		(361,801	)		(296,409	)
Brazil		-			-			-			-
Total Net income (loss)	$	(349,457	)	$	7,026		$	(856,285	)	$	(401,948	)

The provision for income taxes shown in the accompanying consolidated statements of operations consists of the following for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Current tax provision:
Switzerland	$	-		$	-		$	-		$	-
South Africa		-			-			-			-
United States		-			-			-			-
Brazil		-			-			-			-
Total current tax provision	$	-		$	-		$	-		$	-
Deferred tax provision:
Switzerland	$	(47,996	)	$	27,588		$	(60,556	)	$	43,347
South Africa		(15,500	)		(22,021	)		(43,765	)		(94,277	)
United States		(9,429	)		(21,849	)		(126,630	)		(103,743	)
Brazil		-			-			-			235,375
Change in valuation allowance		72,925			16,282			230,951			(80,702	)
Total deferred provision		-			-			-			-
Total	$	-		$	-		$	-		$	-

The Company has determined that the future tax benefits from net operating losses are not likely to be realized in future periods and a 100% valuation allowance has been provided for all periods.

The income tax effect of each type of temporary difference giving rise to the net deferred tax asset as follows:

	September 30,			December 31,
	2016			2015
Deferred tax assets:
Net operating loss carryforwards	$	6,324,983		$	6,094,032
Less: valuation allowance		(6,324,983	)		(6,094,032	)
Total	$	-		$	-

18

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

The following reconciles the effective income tax rates with the statutory rates for three and nine months ended September 30, 2016 and 2015:

							United
	Switzerland			South Africa			States			Brazil			Total
Statutory rate of tax		8.5%/18	%		28.0	%		35.0	%		25.0	%
Three months ended September 30, 2016:
Net (loss)  from operations before taxes	$	(267,034	)	$	(55,483	)	$	(26,940	)	$	-		$	(349,457	)
As calculated at the statutory rate		(47,996	)		(15,535	)		(9,429	)		-			(72,960	)
Permanent differences		-			35			-			-			35
Change in valuation reserves		47,996			15,500			9,429			-			72,925
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Three months ended September 30, 2015:
Net income (loss)  from operations before taxes	$	148,693		$	(79,243	)	$	(62,424	)	$	-		$	7,026
As calculated at the statutory rate		27,588			(22,188	)		(21,849	)		-			(16,449	)
Permanent differences		-			167			-			-			167
Change in valuation reserves		(27,588	)		22,021			21,849			-			16,282
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Nine months ended September 30, 2016:
Net (loss) from operations before taxes	$	(337,859	)	$	(156,625	)	$	(361,801	)	$	-		$	(856,285	)
As calculated at the statutory rate		(60,556	)		(43,855	)		(126,630	)		-			(231,041	)
Permanent differences		-			90			-			-			90
Change in valuation reserves		60,556			43,765			126,630			-			230,951
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Nine months ended September 30, 2015:
Net income (loss) from operations before taxes	$	232,014		$	(337,553	)	$	(296,409	)	$	-		$	(401,948	)
As calculated at the statutory rate		43,347			(94,515	)		(103,743	)		-			(154,911	)
Permanent differences		-			238			-			235,375			235,613
Change in valuation reserves		(43,347	)		94,277			103,743			(235,375	)		(80,702	)
Provision for income taxes	$	-		$	-		$	-		$	-		$	-

Permanent differences are principally related to loss on disposal of property and equipment, interest and penalties and unallowable expenses.

The Company and Group members remain subject to tax examinations for the two years ended December 31, 2015 in Switzerland and South Africa, for the seven years ended December 31, 2015 in the U.S and for the five years ended December 31, 2015 in Brazil.

19

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

During December 2013 the Internal Revenue Service (the “IRS”) notified the Company of assessments totaling $40,000 based on the failure by the Company’s management prior to the December 12, 2012 share exchange to file certain information returns for the years 2008-2011. The Company requested, but did not receive, administrative relief from the IRS from the assessments. The Company entered into an agreement with the IRS to pay the outstanding balance over four months in installments of $10,000 each commencing August 15, 2014. The Company made the payment of the first installment of $10,000 on August 7, 2014. The Company obtained an updated settlement amount from the IRS during February 2015 and paid the amount in full to the IRS during March 2015.

During June 2016, the IRS levied penalties of $120,000 relating to filings of United States income tax returns for the year ended December 31, 2014 and December 31, 2015 beyond the required deadlines. These penalties have been provided for in current liabilities as at September 30, 2016. The Company has proposed settlements of these penalties to the IRS, but as of September 30, 2016 had not received a response from the IRS.

9. 2012 Stock Option Plan

On December 11, 2012, the Company adopted the 2012 Stock Plan (the “Plan”). Under the terms of the Plan, 3,000,000 shares of Common Stock have been reserved for future issuance. The Plan authorizes the granting of non-qualified stock options to the Company’s directors and to any independent consultants. The Plan is administered by the Company’s board of directors, and may also be administered by a committee appointed by the board of directors (the “Committee”). The Committee may determine persons eligible for grants and the timing, type, amount, fair market value and other provisions of such grants. The Committee will have authority, subject to the express provisions of the Plan, to construe the Plan and the option agreements granted pursuant to the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement in the manner and to the extent it shall deem expedient to promote the best interests of the Company. The Plan terminates on December 9, 2022.

The Plan provides that the determination of the option price per share for any option rests in discretion of the Committee. Options granted under the Plan must be granted within ten years from the date on which the Plan has been adopted. No options granted under the Plan may be exercisable after ten years from the date of grant. The Company’s board of directors may suspend or terminate the Plan in whole or in part or amend the Plan in such respects as the board may deem appropriate and in the best interest of the company. No amendment, suspension or termination of the Plan shall, however, without the optionee's consent, alter or impair any of the rights or obligations granted under the Plan.

On November 12, 2013, the Company granted non-qualified stock options to purchase an aggregate of 475,000 shares of the Company’s Common Stock under the plan, each at an exercise price of $0.89 per share. The options now are fully vested.

20

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of stock options. The principal assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period beginning December 12, 2012); the expected option life; the expected dividend yield; and the risk-free rate (an estimate based upon the yields of Treasury constant maturities) equal to the expected life of the option. The fair values for the options, all of which were granted in 2013, were determined using the Black-Scholes-Merton option pricing model with the following assumptions:

Dividend yield	0.00	%
Risk-free interest rates	2.80	%
Expected volatility	72.68	%
Expected term (in years)	10

There was no reduction for estimated forfeitures. Under this model and the foregoing assumptions, the options granted in 2013 were valued at $151,053. Of this amount, $87,452, $15,900 and $47,701 is attributable to executives, employees and consultants, respectively. Equity-based compensation for the three and nine months ended September 30, 2016 and 2015 was $0, $12,691, $0 and $37,522, respectively. These amounts are included in general and administrative expenses in the accompanying Consolidated Statements of Operations.

10. Commitments, Contingencies and Tax Obligation

Lease Commitments

On June 1, 2014, the Company leased new office and workshop facilities for a one-year term with an automatic extension for another year unless cancelled with due notice. A new lease for these premises was entered into on May 30, 2016 for an additional one-year term, commencing June 1, 2016, with an option for extension for another year with due notice. The monthly rent for the workshop lease is approximately $850. In addition to the payments required under the workshop lease, payments are made for space rentals on an as-needed basis. The total rent expense was approximately $3,800 and $11,000 for the three and nine months ended September 30, 2016 and 2015, respectively. Rent expense is included in general and administrative expenses in the accompanying Consolidated Statements of Operations.

The future rent commitments under the above lease for the year ending December 31, 2016 is approximately $2,600.

Payroll Commitments

The Group’s employees in South Africa have employment contracts that provide for one month of notice before the employee can be terminated.  As of September 30, 2016, the total monthly salary commitment applicable to these employees was approximately $10,200.

21

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

Payroll Tax Obligations

During 2013, SPMSA received notification from the South African Revenue Service (“SARS”) regarding unpaid payroll taxes of approximately $185,000.  SPMSA requested additional time to arrange a payment plan that is suitable to both parties and commenced making monthly payments to SARS. Due to insufficient funds the SPMSA has been unable to continue making additional payments in this regard and has requested additional time to arrange a payment plan that is suitable to both parties. As at September 30, 2016 and December 31, 2015, the unpaid balance of this liability was approximately $104,000 and $93,000, respectively and is included in accounts payable and other current liabilities in the accompanying Consolidated Balance Sheets. Effective October 31, 2014, SARS placed a collection order on the bank account of SPMSA for the outstanding amounts due.

Additionally, the Company has payroll tax and social security obligations in Switzerland relating to the employment of the chief financial officer by SPOAG. As at September 30, 2016 and December 31, 2015, the unpaid balance of this liability was approximately $210,000 and $169,000, respectively and is included in accounts payable and other current liabilities in the accompanying Consolidated Balance Sheets.

Employment and Consulting Agreements

The Company has entered into agreements to secure the services of two executives.  These agreements provide for annual compensation and require a minimum termination notice period by the employer of three months.  Both executives are stockholders of the Company. The minimum amount due under these agreements is approximately $138,400 over the year ending December 31, 2016

The total compensation to these executives was approximately $147,000 and $153,000 for the three ended September 30, 2016 and 2015 and approximately $432,000 and $452,000 for the nine months ended September, 2016 and 2015.

The Company has entered into agreements with unrelated third party consultants and institutions for consulting, research and professional services.  These agreements can be terminated by either party with between one and three months written notice or immediately if for cause.  The amounts due vary according to the nature of the service arrangement and the length of notice required for termination. The minimum amount due under these agreements is approximately $63,000 over the year ending December 31, 2016.

Other Commitments

The Company is obligated to make payments of approximately $25,500 subsequent to September 30, 2016 in connection with purchase orders open as of September 30, 2016 for the purchase of parts to be delivered in 2016. Payments to vendors relating to these purchases are scheduled to be made prior to December 31, 2016.

22

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

11. Subsequent Events

The Company has evaluated its subsequent events since September 30, 2016. The Company has determined that, other than as noted under Note 5, there were no material subsequent events requiring adjustment to or disclosure in these unaudited consolidated financial statements. 

12. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the continuation of the Company as a going concern.

The Company has generated recurring losses and expects to incur additional losses as it expands its photopurification technology and develops marketing, sales and financial plans. As reflected in the accompanying unaudited consolidated financial statements, the Company’s total consolidated liabilities exceed total consolidated assets at September 30, 2016 and December 31, 2015 by $1,809,647 and $1,426,874, respectively.

To date, the Company’s cash flow has been funded with cash investments by its shareholders, certain third parties and to a considerably lesser extent, revenue. These inflows have been insufficient to enable the company to cover its costs. Additionally, as disclosed in Note 8, with respect to payroll tax obligations due in both Switzerland and South Africa and tax penalties due the IRS, the Company has been unable to meet its obligations for payment of its taxes and the filing of tax returns.

The Company requires additional capital to continue its development and to achieve sufficient revenues to support its operations. The extent of the Company’s future working capital requirements depend on many factors, including its ability to maintain revenues and to manage expenses. The Company requires additional financing either through borrowings or the sale of equity to support its operations.

The Company’s access to additional financing, if any, will depend on a variety of factors over which the Company has little or no control. These factors include market conditions, the general unavailability of equity financing to the Company in light of its limited revenues, the actual financial and operational results of the Company on a consolidated basis, as well as investors’ perception of the Company’s short-term and long-term financial prospects. If future financing is not available on acceptable terms, or on any other terms, the Company will not be able to continue as a going concern.

23

SurePure, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three and nine months ended September 30, 2016 and 2015

Management is currently pursuing plans to address the cash flow requirements of the Company for the year ending December 31, 2016 and beyond. The Company is engaged in discussions with current and other potential investors, and the Company is also considering additional offerings of Common Stock. The Company was not, however, able to secure significant additional equity financing during the nine months to September, 2016 from existing shareholders or otherwise, despite its efforts to do so. In addition, although the Company has projected that increase in the commercialization of its technology may provide additional cash flow for operations, it has not generated any new equipment sales orders in the past nine months.

The unaudited consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other parts of this Quarterly Report on Form 10-Q contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.  The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements.  These statements are based on the beliefs and assumptions of our management based on information currently available to them.  Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those identified under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “Commission”), as well as in other documents that we have filed with the Commission.  Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.  Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Rounding

Certain figures included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other parts of this Quarterly Report on Form 10-Q have been rounded for ease of presentation. Percentage figures included in this Quarterly Report on Form 10-Q have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to rounding.

Overview

The results presented in this “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” are those of SurePure, Inc. and its subsidiaries (all of which are collectively referred to in this Management’s Discussion and Analysis of Financial Condition and Results of Operations as “we”) as reflected in our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with such consolidated financial statements and the notes thereto. The results presented below pertain to our unaudited consolidated financial statements for the three months ended September 30, 2016 and 2015 and the nine months ended September 30, 2016 and 2015.

Insufficient Funding

For the period from our inception on August 24, 2005 to September 30, 2016, we had net losses of approximately $35,879,000. During the quarter ended September 30, 2016, we continued to experience a significant shortfall in funding from operations and investors. As a result, we require significant additional funding to maintain our operations and execute our business plan. If we are unable to obtain financing from our current shareholders or other sources, we will be unable to meet our business objectives and may scale back or even discontinue our operations until such time, if ever, that we are able to obtain financing. Notwithstanding our efforts to obtain financing, there is no assurance that any financing will be available on acceptable terms or at all. See “—Liquidity and Capital Resources.”

25

Business Overview

SurePure Inc. (SURP) is quoted on the OTCQB market and owns the international patent for a novel liquid purification technology that uses UV, rather than heat, to sterilize liquids. Using ultraviolet C light, the photopurification process can deliver the same or superior microbiological efficacy to pasteurization on both clear and turbid liquids without the concomitant energy consumption or degradation of the liquid, either biochemically or organoleptically.

Although UV light has long been used as a surface sterilizer and has been applied to clear water successfully, this is the first technology of its kind that can process opaque or turbid liquids. Its scope of application is therefore virtually unlimited. Food-grade liquid application in beverages abound; technical application to process water and liquid raw materials, as well as liquids such as diesel are possible. We continue to do research work either by ourselves or in conjunction with clients to establish the efficacy on other liquids including various consumer beverages and home care products.

The heart of the SurePure photopurification technology is the Turbulator technology for which SurePure holds one United States and 16 foreign patents. The unique and self-cleaning design of the Turbulator enables the purification of turbid liquids on an industrial processing scale.

We have experienced negative cash flows from operations with respect to our business since our inception. As of September 30, 2016, we did not have adequate working capital resources to satisfy our current liabilities which included penalties owed to the United States and Swiss tax authorities, and, as a result, we have substantial doubt about our ability to continue as a going concern. Based on our current projections, we are not assured that we will have the cash resources to enable us to continue to fund normal operations.

Plan of Operation

We seek to expand the commercial acceptance of our SurePure Turbulator purification systems. To pursue this goal, contingent on our obtaining sufficient capital to maintain our operations, we plan to execute the following steps:

· Relying on the regulatory approval that was granted in January 2016 by the European Food Standards Agency for dairy milk treated with our Technology to extend its shelflife and increase its vitamin D content, to generate additional customer interest and transactions in the EU and elsewhere for dairy applications;

· Attend and promote our product at international trade shows in 2016 for the brewing, dairy industries, liquid egg and industrial applications. At these venues we will seek to establish contact with industry participants, including distributors of engineered systems, and to make them aware of our product’s advantages and the expanded applications of the product that we have developed;

· Continue to pursue regulatory clearances and approvals for applications, such as dairy, that are required for our technology to be sold in those industries. In particular, we expect to take the following actions with regulatory agencies:

· To request review of the SurePure technology by the US Food and Drug Administration (“FDA”) for a number of applications so that the technology may be categorized as “generally recognized as safe,” or “GRAS”; and

26

· Seek to market and sell our product and our technology for industrial applications;

· Seek to expand the level of commercialization of our technology in the liquid egg, wine, dairy, fruit juice, carbonated soft drink and other beverage industries;

· Expand our distribution networks for our products by identifying additional distributors according to geographic market, expertise with specific liquids and existing client relationships and negotiating agreements with the identified distributors on terms acceptable to both the distributors and to us; and

· Obtain additional equity financing to support our growth from current shareholders, institutional investors or other investors to provide capital to support and augment our operations.

Our goal is to grow significantly over the next five years through the use of working capital and equity financing, if capital and financing are available to us. If we are able to obtain sufficient financing, we believe that it will be feasible for us to grow our operations based on our strategy of targeting strategic global regions with multiple potential clients for the commercialization of our technology. However, we will also seek to carefully monitor the risks associated with achieving our goal to increase commercialization and meet client expectations while also becoming financially solvent.

During the nine months ended September 30, 2016, we focused on the following activities:

· continuing with commercial trials with key customers;

· concluding agreements with customers;

· working with regulatory authorities such that our technology can be employed in key areas;

· manufacturing, delivering and commissioning equipment ordered by customers; and

· attempting to negotiate financing arrangements.

Subsequent to September 30, 2016, we have focused on the following activities:

· continuing with commercial trials with key customers;

· concluding agreements and accepting orders from new customers;

· pursuing the expansion of our customer base and distributor network internationally

· working with regulatory authorities such that our technology can be employed in key areas;

· manufacturing, delivering and commissioning equipment ordered by customers; and

· negotiating possible equity financing agreements.

27

Results of Operations

The following table summarizes our results of operations for the three and nine months ended September 30, 2016 compared with our results of operations for the three and nine months ended September 30, 2015:

	Three Months Ended:					Variance
	September 30, 2016			September 30, 2015		$			%
Revenues	$	3,000			893,000		(890,000	)		-100	%
General and Administrative Expenses		409,000			427,000		(18,000	)		-4	%
Research and Development		0			11,000		(11,000	)		-100	%
Interest Expense		40,000			9,000		31,000			344	%
Net Income / (Loss)		(349,000	)		7,000		(356,000	)		-5087	%

	Nine Months Ended:				Variance
	September 30, 2016		September 30, 2015		$			%
Revenues	$	1,298,000		2,443,000		(1,145,000	)		-47	%
General and Administrative Expenses		1,363,000		1,460,000		(97,000	)		-7	%
Research and Development		58,000		48,000		10,000			21	%
Interest Expense		88,000		49,000		39,000			80	%
Net Loss		856,000		402,000		454,000			113	%

28

Revenues

We had revenues of approximately $3,000 during the three months ended September 30, 2016, representing a 100% decrease as compared to approximately $893,000 for the three months ended September 30, 2015. This decrease as compared to the 2015 year was primarily due to timing of a customer installation during the period resulting from a less orders for the period. Revenue for the nine months ended September 30, 2016 was approximately $1,298,000, a decrease of 47% compared to the $2,443,000 for the nine months ended September 30, 2015.

Although we are negotiating certain agreements for the commercialization of our SurePure technology and although there are ongoing tests of our technology with potential customers, it is unlikely that more than one or two of those agreements as currently structured will generate significant amounts of revenue during the next three months. As a general matter, however, we expect that revenues will increase to the extent that our commercialization efforts are successful. These commercialization efforts seek to introduce our technology to a broader range of clients and geographic areas. Our business model is largely based on sales of equipment.

General and Administrative Expenses

We had general and administrative expenses of approximately $409,000 during the three months ended September 30, 2016, representing a 4% decrease as compared with approximately $427,000 during the three months ended September 30, 2015. This increase as compared to 2015 was to lower professional fees , as well as reduced travel expenditures due to timing of customer visits. For the nine months ended September, 2016, general and administrative expenses of approximately $1,363,000 were 7% lower than the comparable expenses of approximately $1,460,000 for the nine months ended September 30, 2015. This decrease as compared to 2015 was also primarily due to lower professional fees, as well as reduced travel expenditures due to timing of customer visits.

General and administrative expenses are largely attributable to employment costs, professional and consulting fees and business travel expenses.

We expect that our general and administrative expenses will increase in future periods if we are able to obtain funding for our operations, as the increased level of commercialization of our technology will require increased levels of staffing and associated expenditures.

Research and Development Expenses

We had research and development expenses of approximately $0 for the three months ended September 30, 2016, representing a 100% decrease as compared with approximately $11,000 for the three months ended September 30, 2015. Research and development expenses for the nine months ended September 30, 2016 were approximately $58,000, or 21% higher than the approximately $48,000 of research and development expenses for the nine months ended September 30, 2015. This increase as compared to the first nine months of 2015 was primarily due to timing of research work related to new client development.

We expect that our research and development expenses will increase in future periods as we pursue new applications and clients for our technology.

29

Interest Expense

We had interest expense of approximately $40,000 for the three months ended September 30, 2016, representing a 344% increase, as compared to approximately $9,000 of interest expense for the three months ended September 30, 2015. Interest expense was approximately $88,000 for the nine months ended September 30, 2016, representing a 80% increase as compared to approximately $49,000 of interest expense for the nine months ended September 30, 2015. This increase was primarily due to the fact that a new loan was taken out during 2016 which quantum was higher than the loan on hand during the comparable period in 2015.

Net Income (Loss)

For the reasons discussed above, we had a net loss of approximately $349,000 for the three months ended September 30, 2016, compared with a net income of approximately $7,000 for the three months ended September 30, 2015. Net losses for the nine months ended September 30, 2016 were approximately $856,000 as compared to net losses of approximately $402,000 for the nine months ended September 30, 2015, or an increase of 113%.

We have not as yet generated sufficient revenue to fund our operations for the nine months to date in 2016, and we expect our net losses to continue until such time as our commercialization efforts for our technology produce an increase in revenues sufficient to meet the cost of our operations. Accordingly, we expect to continue to operate at a loss at least through calendar 2016.

Income Tax Expense (Benefit)

We have realized net operating losses in Switzerland, South Africa and the United States. In addition to net operating losses in prior periods, our net operating losses may result in a potential future income tax benefit, to the extent that any unexpired net operating loss carry-forwards can offset future operating profits.

Impact of Inflation

We believe that inflation has not had a material effect on our operations for the period from August 24, 2005 (when our operations began) to September 30, 2016.

Capital Expenditures

We did not invest in property and equipment during the nine months ended September 30, 2016.

Liquidity and Capital Resources

Our principal sources of liquidity have historically been through sales of our Common Stock to our investors. During the nine months ended September30, 2016, however, we were only able to obtain minimal additional equity funding. We issued 500,000 shares of our Common Stock in regard to an investment of $100,000 by an investor. Additionally we issued 1,786,008 shares of our Common Stock in settlement of a portion of the liability (approximately $357,200) to our officers and directors and we issued 930,000 shares of our Common Stock, in settlement of a portion of the liability (approximately $186,000) to various consultants.

We continue to discuss potential financing transactions with various third parties, but we cannot provide any assurance that we will be able to conclude financing transactions with these or any other investors.

Our current assets are insufficient to meet our current obligations or to satisfy our cash needs over the next twelve months and, as such, we require debt or equity financing. We are pursuing prospective sources for equity financing in an amount that would allow us to meet our commercialization targets. We face significant obstacles to attracting new financing due to our historical and current record of net losses and working capital deficits and the low level of the commercialization of our technology. Therefore, despite our efforts, we can provide no assurances that we will be able to obtain the financing required to meet our stated objectives or even to continue our business as a going concern.

30

The following table summarizes our financial position at September 30, 2016, compared with our financial position at December 31, 2015:

	As of:				Variance
	September 30, 2016		December 31, 2015		$			%
Cash	$	1,000	$	5,000		(4,000	)		-80	%
Other Current Assets		160,000		235,000		(75,000	)		-32	%
Total Assets		227,000		320,000		(93,000	)		-29	%
Current Liabilities		2,027,000		1,747,000		290,000			17	%

As noted above under “Insufficient Funding” and as also noted below under this heading, our current cash resources are extremely limited.

As of September 30, 2016, we had cash of approximately $1,000 and other current assets of approximately $160,000, consisting of accounts receivable and prepaid expenses, and total assets of approximately $227,000. As of September 30, 2016, we had current liabilities of approximately $2,037,000, consisting of accounts payable, accounts payable to related parties, accrued liabilities and loans. Of this amount, approximately $227,000 represented liabilities that were due to officers and directors, a decrease in liabilities to officers and stockholders of approximately $87,000 as compared to such amount as of December 31, 2015. This was attributable to the fact that during August 2016 we issued 1,786,008 shares of our Common Stock in settlement of a portion of the liability (approximately $357,200) to our officers and directors. Additionally we issued 930,000 shares of our Common Stock, in settlement of a portion of the liability (approximately $186,000) to various consultants.

Our shareholders’ deficit was approximately $1,810,000 as of September 30, 2016, compared with deficit of approximately $1,427,000 as of December 31, 2015.

31

Cash Flow Analysis

For the nine months ended September 30, 2016 our cash used in operating activities was approximately $338,000, which amount corresponded mainly to net losses from our operations, reduction in customer deposits payable, increase in accounts receivable offset by an increase in accounts payable and prepaid expenses for the period to date. Cash from financing activities was approximately $400,000, $300,000 arising from a loan note secured during the quarter ended March 31, 2016 and $100,000 arising from the issuance of common stock during the quarter ended September 30, 2016. We expect to continue to have periods of negative cash flows from operating activities until such time as we fully commercialize our technology.

We do not expect to pay cash dividends in the foreseeable future.

We have a defined stock option plan and contractual commitments with all of our officers and directors.

We plan to increase the number of employees to meet the anticipated demand if we are able to achieve wider acceptance of our technology.

Off Balance Sheet Arrangements

As of September 30, 2016, we had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosures.

As of the end of the period covered by this report, our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures.  Based on their evaluation of our disclosure controls and procedures and as a result of the material weaknesses discussed below, management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were effective as of September 30, 2016.

32

Changes in Internal Control Over Financial Reporting

Our management, including our principal executive and principal financial officers, has evaluated any changes in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2016, and has concluded that there was no change that occurred during the quarterly period ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

33

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the third quarter of 2016, we issued 3,216,008 shares of our Common Stock, in the following four transactions.

As previously reported in our Current Report on Form 8-K filed on August 25, 2016, we issued an aggregate of 2,716,008 shares of our Common Stock to our chief executive officer, our chief financial officer and two consultants, to discharge certain obligations owed by two of our subsidiaries and ourselves to those individuals for unpaid fees.

We issued 500,000 shares of our Common Stock to an investor under a subscription agreement..

Other than as set forth above, there were no unregistered sales of equity securities during the quarter.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

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Item 6. Exhibits.

The following is a list of exhibits filed as part of this Form 10-Q:

Exhibit Number	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Document*
101.DEF	XBRL Taxonomy Extension Definition Document*
101.LAB	XBRL Taxonomy Extension Labeled Document*
101.PRE	XBRL Taxonomy Extension Presentation Document*

_____________

* Filed herewith.

35

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 thereunto duly authorized.

	SurePure,, Inc.
Date:  November 21, 2016	By:	/s/ Guy R. Kebble
		Name:	Guy R. Kebble
		Title:	President and Chief Executive Officer
			(Principal Executive Officer)
Date:  November 21, 2016	By:	/s/ Stephen M. Robinson
		Name:	Stephen M. Robinson
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

36

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Document*
101.DEF	XBRL Taxonomy Extension Definition Document*
101.LAB	XBRL Taxonomy Extension Labeled Document*
101.PRE	XBRL Taxonomy Extension Presentation Document*

_____________

* Filed herewith.

37

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Guy Kebble, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SurePure, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2016	By:	/s/ Guy R. Kebble
	Name:	Guy R. Kebble
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen M. Robinson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SurePure, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2016	By:	/s/ Stephen M. Robinson
	Name:	Stephen M. Robinson
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SurePure, Inc., a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guy Kebble, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 21, 2016	By:	/s/ Guy R. Kebble
	Name:	Guy R. Kebble
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SurePure, Inc., a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Robinson, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 21, 2016	By:	/s/ Stephen M. Robinson
	Name:	Stephen M. Robinson
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 15, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Entity Registrant Name	SurePure, Inc.
Entity Central Index Key	0001452176
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	SURP
Entity Common Stock, Shares Outstanding		64,973,077

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 747	$ 5,476
Accounts receivable	123,422	0
Prepaid expenses and other current assets	36,340	235,262
Total current assets	160,509	240,738
Property and equipment, net	0	0
Intangible assets, net	66,452	78,954
Total assets	226,961	319,692
Current liabilities:
Accounts payable and other current liabilities	1,444,387	1,124,104
Customer deposits	59,612	388,497
Due to officers	146,119	233,486
Income taxes payable	490	479
Loan payable	386,000	0
Total current liabilities	2,036,608	1,746,566
Total liabilities	2,036,608	1,746,566
Stockholders' deficit:
Common stock, $.001 par value, 200,000,000 shares authorized, 61,750,000 shares issued and outstanding (58,533,992 shares issued and outstanding at December 31, 2015)	61,750	58,534
Preferred stock, $.01 par values, 31,155,282 shares authorized, 14,800,000 shares issued and outstanding (14,800,000 shares issued and outstanding at December 31, 2015)	148,000	148,000
Additional paid-in capital	32,861,552	32,324,095
Other comprehensive income	997,750	1,064,911
Accumulated deficit	(35,878,699)	(35,022,414)
Total stockholders' deficit	(1,809,647)	(1,426,874)
Total liabilities and stockholders' deficit	$ 226,961	$ 319,692

XML

CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	61,750,000	58,533,992
Common stock, shares outstanding	61,750,000	58,533,992
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	31,155,282	31,155,282
Preferred stock, shares issued	14,800,000	14,800,000
Preferred stock, shares outstanding	14,800,000	14,800,000

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue	$ 2,540	$ 893,253	$ 1,297,524	$ 2,443,396
Cost of revenue	106	460,801	731,296	1,293,759
Gross profit	2,434	432,452	566,228	1,149,637
Expenses:
General and administrative expenses (includes equity-based compensation of $0, $12,691, $0 and $37,522 respectively)	408,875	427,332	1,363,065	1,459,634
Promotion and marketing	1,367	2,767	3,579	12,058
Research and development	0	11,081	58,317	47,803
Amortization	4,168	4,167	12,502	12,501
Total expenses	414,410	445,347	1,437,463	1,531,996
Income (Loss) from operations	(411,976)	(12,895)	(871,235)	(382,359)
Other income (expense):
Interest expense (net)	(40,010)	(9,030)	(87,579)	(48,540)
Gain on settlement of debt with issuance of stock	102,529	28,951	102,529	28,951
Total other income (expense)	62,519	19,921	14,950	(19,589)
Income (loss) before provision for taxes	(349,457)	7,026	(856,285)	(401,948)
Provision for income taxes	0	0	0	0
Net income (loss)	$ (349,457)	$ 7,026	$ (856,285)	$ (401,948)
Income (loss) per share - basic and diluted	$ (0.01)	$ 0	$ (0.01)	$ (0.01)
Weighted average shares outstanding - basic and diluted	59,949,480	52,851,545	59,012,684	49,201,227

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Equity-Based Compensation	$ 0	$ 12,691	$ 0	$ 37,522

XML

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net income (loss)	$ (349,457)	$ 7,026	$ (856,285)	$ (401,948)
Other comprehensive income, net of tax
Unrealized gain (loss) on foreign currency translation	(35,593)	79,420	(67,161)	55,034
Comprehensive income (loss) net of tax	$ (385,050)	$ 86,446	$ (923,446)	$ (346,914)

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 9 months ended Sep. 30, 2016 - USD ($)	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income [Member]
Balances at Dec. 31, 2015	$ (1,426,874)	$ 58,534	$ 148,000	$ 32,324,095	$ (35,022,414)	$ 1,064,911
Balances (in shares) at Dec. 31, 2015		58,533,992
Issuance of common stock for cash	100,000	$ 500		99,500
Issuance of common stock for cash (in dollars per share)		$ 0.20
Issuance of common stock for cash (in shares)		500,000
Issuance of common stock to settle liabilities	440,673	$ 2,716		437,957
Issuance of common stock to settle liabilities (in dollars per share)		$ 0.20
Issuance of common stock to settle liabilities (in shares)		2,716,008
Net (loss) for the year	(856,285)				(856,285)
Unrealized loss on foreign currency translation adjustment	(67,161)	$ 0	0	0	0	(67,161)
Balances at Sep. 30, 2016	$ (1,809,647)	$ 61,750	$ 148,000	$ 32,861,552	$ (35,878,699)	$ 997,750
Balances (in shares) at Sep. 30, 2016		61,750,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash from operating activities:
Net loss	$ (856,285)	$ (401,948)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	12,502	12,501
Non-cash interest expense and loan costs	86,000	46,332
Non-cash gain on settlement of debt with issuance of stock	(102,529)	(28,951)
Issuance of common stock for consulting services	0	0
Equity-based compensation	0	37,522
Changes in assets and liabilities:
Accounts receivable	(123,422)	(3,200)
Prepaid expenses and other current assets	198,922	380,128
Accounts payable and other current liabilities	506,283	(84,215)
Customer deposits payable	(328,885)	(412,703)
Due to officers	269,835	434,378
Income taxes payable	0	0
Total cash provided by (used in) operating activities	(337,579)	(20,156)
Cash from financing activities:
Proceeds from issuance of equity	100,000	0
Proceeds from issuance of note	300,000	0
Total cash provided by financing activities	400,000	0
Effect of exchange rate changes on cash	(67,150)	31,742
Net increase (decrease) in cash	(4,729)	11,586
Cash, beginning of period	5,476	526
Cash, end of period	747	12,112
Supplemental disclosures:
Interest paid	1,579	2,208
Issuance of common stock in settlement of liabilities	186,000	0
Issuance of common stock in settlement of loans	0	251,400
Issuance of common stock in settlement of amounts due to officers	$ 357,202	$ 1,148,000

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Organization and Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization and Significant Accounting Policies

1. Organization and Significant Accounting Policies

Description of Business

SurePure Investment Holding AG (“SPI”) was incorporated in Switzerland in 2007. From 2007 to December 12, 2012 SPI was the holding company of the SurePure Group (the “Group”), which included subsidiaries and other entities whose activities primarily benefit the Group. On December 12, 2012, SPI entered into an Amended and Restated Share Exchange Agreement with SurePure, Inc. (“SurePure US” or the “Company”) pursuant to which SurePure US acquired SPI in a share exchange (the “Share Exchange”) and became the holding company for the Group, including SPI. Although SurePure US is the legal acquirer of SPI, SPI is treated as the acquirer for accounting and financial reporting purposes and under this method, SurePure US retains SPI’s financial reporting history.

Under the Share Exchange, each share of the capital stock of SPI was exchanged for one share of SurePure US common stock, par value $.001 per share (“Common Stock”), and, in the case of one shareholder of SPI, one share of Nonvoting Convertible Preferred Stock, par value $.01 per share (the “Nonvoting Convertible Preferred Stock”).

 

The Group has developed technology for using shortwave ultraviolet light (“UV-C”) to purify turbid liquids such as wine, fruit juice and milk. Although initially designed to treat food-grade applications, it has successfully been applied to liquids such as dairy products for animal consumption, protein products, bovine blood plasma, water, brines and sugar syrup solutions. The Group holds a patent in 68 countries for this technology. The Group has been engaged in raising capital, continuing research and development of its technologies and developing markets for its products.

Basis of Presentation

Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. Our consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Amounts in our unaudited consolidated financial statements are, except as otherwise noted, expressed in U.S. Dollars.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2016.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inter-company items and transactions have been eliminated in consolidation.

The Company’s wholly-owned subsidiaries are as follows:

⋅ SurePure Investment Holding AG (“SPI”), which wholly-owns SPO;

⋅ SurePure Operations AG (“SPO”), which markets the products of the Group and earns its revenue by selling or otherwise distributing equipment utilizing the Group’s technology globally. SPO owns a patent for the Group’s technology in various countries;

⋅ SurePure Participations AG (“SPP”), is a minority stockholder of SPI and is part of the common holding structure of the Group. SPP has no operations. SPP became a subsidiary as a result of the Share Exchange on December 12, 2012;

⋅ SurePure Holdings South Africa (Pty) Ltd., which holds the South African patent, and its wholly-owned subsidiary, SurePure Marketing South Africa (Pty) Ltd. (“SPMSA”), which sells or otherwise distributes equipment utilizing the Group’s technology in South Africa. These entities became subsidiaries as a result of their acquisition on June 12, 2013; and

⋅ SurePure Latin America Maqinas de Purificasao UVC Ltda. (“SPLAM”), which conducts no operations currently and is in the final stages of deregistration.

The Group’s reporting currency is the United States Dollar (“USD”) and these consolidated financial statements are presented in USD or “$.”

Adoption of New Accounting Standards

The Company has, effective January 1, 2015, early adopted ASU 2014-10 Development Stage Entities which eliminates the requirement to provided Development Stage Entity reporting. As such, the financial statements as presented no longer contain information that aggregates all activities from the date of inception through the reporting date. The adoption of this new standard did not have a material impact on our financial position or results or operations.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Income Taxes

The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not provide a future tax benefit.

GAAP requires that, in applying the liability method, the consolidated financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion, the most likely resolution of an uncertain tax position should be analyzed based on technical merits and one that will likely be sustained under examination. There are no uncertain tax positions requiring adjustment to or disclosure in these consolidated financial statements.

Accounts Receivable

Accounts receivable represent amounts due from customers and are carried at original invoice amount less an estimate made for doubtful receivables. The Group establishes a provision for estimated doubtful accounts, if necessary.

Property, Equipment and Related Depreciation

Property and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset and any expenditures that substantially increase the asset’s value or extend the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the property and equipment. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Expenditures for routine repairs and maintenance are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is recognized in operations.

Depreciation is provided over the following estimated useful lives:

Plant machinery	3 to 5 years
Furniture and fixtures	3 to 5 years
Motor vehicles	5 years
Office and computer equipment	3 to 5 years

Intangible Assets

Intangible assets consist of patents in various countries around the world for the Company’s UV-C purification technology. The patents were initially recognized at their cost and are being amortized on a straight-line basis over their estimated useful lives of twelve years beginning with the acquisition of the patents in 2008. The patents expire in October 2020.

The Group evaluates the carrying value of its intangible assets for impairment at least annually or when events or changes in circumstances are identified by management that indicate that such carrying values may not be fully recoverable. The evaluation involves estimating the future undiscounted cash flows expected to be derived from the assets to assess whether or not a potential impairment exists. As a result of its evaluations, management determined that it was not necessary to recognize a loss on impairment of its intangible assets for either of the three and nine months ended September 30, 2016 and 2015.

Revenue

Revenue is earned from sales or use of equipment that uses the Company’s patented technology and is recognized, net of returns and discounts, when persuasive evidence of an arrangement exists, the sales price is fixed or determinable and collectability is reasonably assured. These criteria are usually met upon completion of delivery and customer acceptance testing of the product by the customer.

Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the three months and nine months ended September 30, 2016, 1 customer accounted for 100% of revenue. For the nine months ended September 30, 2016 1 customer accounted for 97% of revenue.

For the three months ended September 30, 2015, 1 customer accounted for 98% of revenue and for the nine months ended September 30, 2015, 2 customer accounted for 93% of revenue.

As of September 30, 2016 1 customer made up 99% of accounts receivable.

Shipping and Handling Costs

Shipping and handling costs are expensed as cost of goods sold when the related inventory is sold.

Research and Development

Research and development costs are charged to expense as incurred.

Equity-Based Compensation

The Company measures compensation cost for all stock options granted based on fair value on the measurement date, which is typically the grant date. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes-Merton option valuation model. The fair value of each share is based on the fair market value of the Company’s common stock on the date of the grant. Equity-based compensation expense is recognized on a straight-line basis over the requisite service period for each stock option or stock grant expected to vest with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations.

Foreign Currency Translations

These consolidated financial statements are presented in USD, which is the Group’s reporting currency. The consolidated financial statements of the Group members have been translated into USD in accordance with GAAP. All asset and liability accounts on the consolidated balance sheets have been translated using the spot exchange rate in effect at the consolidated balance sheet date. Equity accounts have been translated at their historical rates when the capital transaction occurred. Income and expenses have been translated at the average exchange rates for the periods presented. Adjustments resulting from the translation of the Group’s consolidated financial statements are included in the consolidated statement of other comprehensive income (loss). Actual transaction gains and losses are included in the consolidated statements of operations as incurred.

The functional currencies of the companies included in the Group are their respective local currencies. Accordingly, the Group is exposed to transaction gains and losses that result from changes in various foreign currency exchange rates.

Applicable functional currencies are:

SPI, SPO, and SPP	Swiss Francs – CHF
SPLAM	Brazilian Real – BRL
SPHSA and SPMSA	South African Rand – ZAR

Exchange rates used for conversion of foreign items to USD at the end of each period and the average for each period were:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				December 31,
	2016		2015		2016		2015		2015
CHF:
Reporting date		1.0319		1.0284		1.0319		1.0284		1.0073
Average for period		1.0246		1.0374		1.0204		1.0499		1.0398
BRL:
Reporting date		0.3071		0.2437		0.3071		0.2437		0.2523
Average for period		0.3080		0.2851		0.2832		0.3202		0.3046
ZAR:
Reporting date		0.0721		0.0712		0.0721		0.0712		0.0643
Average for period		0.0709		0.0772		0.0669		0.0816		0.0788

Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed by dividing net income or loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue shares of Common Stock, such as options, convertible notes and convertible preferred stock, were exercised or converted into shares of Common Stock or could otherwise cause the issuance of shares of Common Stock that then would share in earnings (losses). Such potential issuances of additional shares of Common Stock are included in the computation of diluted earnings per share. Except as disclosed in Notes 5, 6 and 9 of these Notes to Consolidated Financial Statements, the Company has no securities or other contracts to issue shares of Common Stock that could cause any dilution of earnings. In addition, when there is a loss, diluted loss per share is not computed because any potential additional common shares of Common Stock would reduce the reported loss per share and therefore have an anti-dilutive effect.

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Property and Equipment

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment

2. Property and Equipment

Property and equipment consists of the following:

	September 30,		December 31,
	2016		2015
	(Unaudited)		(Audited)
Machinery and equipment	$	5,010	$	5,010
Furniture and fixtures		12,753		12,753
Motor vehicles		14,400		14,400
Office and computer equipment		12,647		12,647
		44,810		44,810
Less: Accumulated depreciation		44,810		44,810
Property and equipment, net	$	-	$	-

Property and equipment is fully depreciated, and there was no depreciation expense for the three and nine months ended September 30, 2016 and 2015.

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Intangible Assets

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

3. Intangible Assets

Intangible assets consist of the following:

	September 30,		December 31,
	2016		2015
	(Unaudited)		(Audited)
Patents	$	208,943	$	208,943
Less: Accumulated amortization		142,490		129,989
Intangible assets, net	$	66,453	$	78,954

Amortization expense was $4,168 and $4,167 for the three months ended September 30, 2016 and 2015 respectively and $12,502 and $12,501 for the nine months ended September 30 2016 and 2015 respectively.

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Due to Officers

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Due to Officers

4. Due to Officers

Due to officers consists of unpaid salaries and advances from executives totaling $146,119 and $233,486 at September 30, 2016 and December 31, 2015, respectively. The chief executive officer has not been paid a portion of his salary and unreimbursed expenses and was due $49,221 as of September 30, 2016. The Company’s chief financial officer has not been paid a portion of his salary and unreimbursed expenses and was due $96,898 as of September 30, 2016.

On August 7, 2015, the Company entered into separate agreements with two of its executive officers, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from its subsidiary, SPO, and also, in the case of one executive, a loan obligation and consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. The chief executive officer discharged the Company from $30,000 of the amount of $30,000 owed to him by SPO in respect of fees accrued and unpaid as of June 30, 2015 and $292,500 due in respect of an aggregate of $301,800 of loans made to and fees owed to him by SPMSA, all in exchange for 2,150,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $680,000 of the total amount of approximately $1,030,000 owed to him by SPO in respect of fees for services accrued and unpaid as of June 30, 2015 in exchange for 4,500,000 shares of Common Stock.

On November 16, 2015, the Company entered into an agreement with its chief financial officer, under which he agreed to discharge the Company from a portion of amounts owed to him in respect of fees due from its subsidiary, SPO, in exchange for the issuance of shares of Common Stock. The chief financial officer discharged the Company from approximately $250,000 of approximately $353,500 owed in respect of fees for services accrued and unpaid as of September 30, 2015 in exchange for 1,250,000 shares of Common Stock.

On August 22, 2016, the Company entered into separate agreements with two of its executive officers, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from its subsidiary, SPO, and also, in the case of one executive, consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. The chief executive officer discharged the Company from $150,000 of the amount of approximately $179,780 owed to him by SPO in respect of fees accrued and unpaid as of July 31, 2016 and $50,000 due in respect of an amount of approximately $50,000 of fees owed to him by SPMSA as of July 31, 2016, all in exchange for 1,000,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $157,200 of the total amount of approximately $218,000 owed to him by SPO in respect of fees for services accrued and unpaid as of July 31, 2016 in exchange for 786,001 shares of Common Stock.

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Other Loans Payable

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Other Loans Payable

5. Other Loans Payable

On April 4, 2013, SPMSA borrowed ZAR 2 million (approximately $201,000) from a lender pursuant to a note. The terms of the loan provide for interest of 2% per month on the outstanding balance which is payable together with the principal balance no later than December 31, 2013. An officer and stockholder of the Company deposited 1,000,000 shares of Common Stock with the lender as security for the repayment of the loan to SPMSA. On June 10, 2015, the repayment date was further extended to September 30, 2015. Interest on this loan was approximately $16,500 and $15,500 for the three months ended September 30, 2015 and 2014 and approximately $38,000 and $44,200 for the nine months ended September 30, 2015 and 2014. As of August 10, 2015, the loan was settled with the issuance of 1,676,000 shares of Common Stock. The Company recognized a gain of $28,951 representing the difference between the fair value of the consideration issued in the settlement transaction and the carrying value of the amounts due to the lender. This gain has been included as ‘‘Gain on settlement of debt’’ under ‘‘Other income (expense)’’ within income from continuing operations in the accompanying Consolidated Statement of Operations for the year ended December 31, 2015.

On February 11, 2016 the Company entered into a Securities Purchase Agreement with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”). Under the Purchase Agreement, SBI purchased the Company’s promissory note (the “SBI Note”) in the principal amount of $330,000 for a purchase price of $300,000. The SBI Note bears interest at the rate of 0% per annum until the occurrence of an Event of Default, at which time the SBI Note bears default interest at the rate of 22% per annum. SBI has the right to convert the SBI Note into shares of the Company’s Common Stock following the occurrence of an event of default under the SBI Note, including the failure to repay the note on or before its maturity date. On August 1, 2016 the Company and SBI agreed to extend the maturity date of the SBI Note from August 9, 2016 to October 11, 2016. On November 17, 2016 the Company and SBI agreed to extend the maturity date of the SBI Note from October 11, 2016 to January 11, 2017. As part of the agreement on November 17, 2016 to extend the maturity of the SBI Note until January 11, 2017, SBI and the Company agreed that (i) the number of shares of the Company’s Common Stock into which SBI could convert the SBI Note following the occurrence of an event of default under the SBI Note, including the failure to repay the SBI Note on or before January 11, 2017 would be based on a conversion price that is 52.5% of the market price of the Company’s shares, rather than 55%; and (ii) the principal amount to be paid to SBI to discharge the SBI Note in full is $390,000 if the Company repays the SBI Note prior to or on January 11, 2017. In connection with Amendment No. 2, the Company entered into a fee letter agreement with SBI under which the Company agreed to pay SBI a structuring fee on November 17, 2016 in the amount of $90,000 with 1,058,824 shares of its Common Stock and a loan monitoring fee of $45,000 which is due on the maturity of the SBI Note.

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Equity

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Equity

6. Equity

Common Stock through the date of the Share Exchange consisted of the common stock of SPI. The amounts presented for periods prior to the Share Exchange were denominated in CHF and have been translated from CHF to USD using the exchange rates in effect on the date of each issuance. As of December 31, 2011, SPI had 26,822,215 common shares issued and outstanding. During 2012 prior to the Share Exchange, SPI issued 2,500,000 shares in connection with the subscription agreement referenced in Note 7 of these Notes to Consolidated Financial Statements and 7,378,416 shares in connection with the conversion of SPI stockholder loans to common shares, resulting in 36,700,631 common shares of SPI being outstanding immediately prior to the Share Exchange.

On December 12, 2012, SurePure US designated 31,155,282 of its authorized shares of preferred stock as Nonvoting Convertible Preferred Stock, par value $0.01 per share.  Under the terms of the Certificate of Designation (the “Certificate”), each share of Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock, subject to certain limitations and restrictions as defined in the Certificate.

The issued shares of Nonvoting Convertible Preferred Stock automatically convert, at the applicable conversion ratio as defined in the Certificate, into shares of Common Stock upon the assignment, sale or other transfer of shares to any person other than an affiliate of the holder of the seller.  Any assignee, purchaser or other transferee may surrender certificates representing the assigned shares to the Company and will receive shares of Common Stock in return. 

During the year ended December 31, 2014, the preferred stockholder converted 5,000,000 shares of the Company’s preferred stock into 5,000,000 shares of Common Stock.  At both September 30, 2016 and December 31, 2015, there were 14,800,000 issued and outstanding shares of Nonvoting Convertible Preferred Stock.

On August 7, 2015, the Company entered into separate agreements with two of its executive officers and one consultant, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from its subsidiary, SPO, and also, in the case of one executive, a loan obligation and consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. In each case, shares of Common Stock were valued at $0.15 per share for purposes of determining the number of shares to be issued under the three agreements. The Company issued an aggregate of 7,620,000 shares of Common Stock in these transactions to obtain the discharge of $1,148,000 of liabilities. The chief executive officer discharged the Company from $30,000 of the amount of $30,000 owed to him by SPO in respect of fees accrued and unpaid as of June 30, 2015, and $292,500 due in respect of an aggregate of $301,800 of loans made to and fees owed to him by SPMSA, all in exchange for 2,150,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $680,000 of the total amount of approximately $1,030,000 owed in respect of fees for services accrued and unpaid as of June 30, 2015 in exchange for 4,500,000 shares of Common Stock; and a consultant to SPO, discharged the Company from $145,500 of the total amount of $236,498 owed to him in respect of fees accrued and unpaid as of June 30, 2015 in exchange for 970,000 shares of Common Stock. 

On August 10, 2015, the Company and M Cubed Holdings Limited (“MCubed”), a corporation formed under the laws of South Africa, entered into a share purchase agreement under which MCubed agreed to purchase 1,676,000 shares of Common Stock, in exchange for the cancellation in full of loan indebtedness of ZAR 3,542,204 (approximately $280,400), including interest and loan fees, due from its subsidiary SPMSA. SPMSA and MCubed had entered into the loan agreement under which MCubed loaned ZAR 2,000,000 to SPMSA on April 17, 2013.

On November 16, 2015, the Company entered into separate agreements with its chief financial officer its investor relations consultant, and a former employee, under which the Company was discharged from approximately $364,570 of obligations in exchange for 1,892,176 shares of the Company’s Common Stock. Specifically, the chief financial officer discharged the Company from approximately $250,000 of approximately $363,400 owed in respect of fees for services accrued and unpaid as of October 31, 2015 in exchange for 1,250,000 shares of the Common Stock; the consultant discharged the Company from $36,000 owed in respect of fees for services accrued and unpaid as of October 31, 2015 in exchange for 180,000 shares of the Company’s Common Stock; and the former employee discharged the Company from $78,570 owed in respect of its obligation to pay past due compensation in exchange for 462,176 shares of the Company’s Common Stock.  

On August 16, 2016 the Company issued 500,000 shares to an investor at a value of $0.20 per share.

On August 22, 2016, the Company entered into separate agreements with two of its executive officers and two consultants, under which each agreed to discharge the Company from a portion of amounts owed to them in respect of consulting fees due from the Company and its subsidiary, SPO, and also, in the case of one executive, consulting fees due from its subsidiary, SPMSA, in each case in exchange for the issuance of shares of Common Stock. In each case, shares of Common Stock were valued at $0.20 per share for purposes of determining the number of shares to be issued under the three agreements. The Company issued an aggregate of 2,716,008 shares of Common Stock in these transactions to obtain the discharge of $543,202 of liabilities. The chief executive officer discharged the Company from $150,000 of the amount of approximately $179,780 owed to him by SPO in respect of fees accrued and unpaid as of July 31, 2016 and $50,000 due in respect of an amount of approximately $50,000 of fees owed to him by SPMSA as of July 31, 2016, all in exchange for 1,000,000 shares of Common Stock. The chief financial officer discharged the Company from approximately $157,200 of the total amount of approximately $218,000 owed to him by SPO in respect of fees for services accrued and unpaid as of July 31, 2016 in exchange for 786,001 shares of Common Stock; a consultant to SPO, discharged the Company from $150,000 of the total amount of approximately $235,800 owed to him in respect of fees accrued and unpaid as of July 31, 2016 in exchange for 750,000 shares of Common Stock; and a consultant to the Company discharged the Company from $36,000 of the total amount of approximately $36,000 owed to it in respect of fees accrued and unpaid as of July 31, 2016 in exchange for 180,000 shares of Common Stock.

There were 61,750,000 shares of Common Stock issued and outstanding at September 30, 2016 and 58,533,992 shares of Common Stock issued and outstanding at December 31, 2015.

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Shareholders' Deficit

9 Months Ended

Sep. 30, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

7. Shareholders’ Deficit

The consolidated shareholders’ deficit of the Company consists of common stock, additional paid-in capital, deficit and accumulated other comprehensive income.

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Income Taxes

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

The Company and its subsidiaries file income tax returns in Switzerland, South Africa, the United States and Brazil. The components of income (loss) from operations before income taxes, by jurisdiction, are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Switzerland	$	(267,034)	$	148,693	$	(337,859)	$	232,014
South Africa	$	(55,483)		(79,243)		(156,625)		(337,553)
United States	$	(26,940)		(62,424)		(361,801)		(296,409)
Brazil		-		-		-		-
Total Net income (loss)	$	(349,457)	$	7,026	$	(856,285)	$	(401,948)

The provision for income taxes shown in the accompanying consolidated statements of operations consists of the following for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Current tax provision:
Switzerland	$	-	$	-	$	-	$	-
South Africa		-		-		-		-
United States		-		-		-		-
Brazil		-		-		-		-
Total current tax provision	$	-	$	-	$	-	$	-
Deferred tax provision:
Switzerland	$	(47,996)	$	27,588	$	(60,556)	$	43,347
South Africa		(15,500)		(22,021)		(43,765)		(94,277)
United States		(9,429)		(21,849)		(126,630)		(103,743)
Brazil		-		-		-		235,375
Change in valuation allowance		72,925		16,282		230,951		(80,702)
Total deferred provision		-		-		-		-
Total	$	-	$	-	$	-	$	-

The Company has determined that the future tax benefits from net operating losses are not likely to be realized in future periods and a 100% valuation allowance has been provided for all periods.

 

The income tax effect of each type of temporary difference giving rise to the net deferred tax asset as follows:

	September 30,		December 31,
	2016		2015
Deferred tax assets:
Net operating loss carryforwards	$	6,324,983	$	6,094,032
Less: valuation allowance		(6,324,983)		(6,094,032)
Total	$	-	$	-

The following reconciles the effective income tax rates with the statutory rates for three and nine months ended September 30, 2016 and 2015:

							United
	Switzerland			South Africa			States			Brazil			Total
Statutory rate of tax		8.5%/18	%		28.0	%		35.0	%		25.0	%
Three months ended September 30, 2016:
Net (loss) from operations before taxes	$	(267,034)		$	(55,483)		$	(26,940)		$	-		$	(349,457)
As calculated at the statutory rate		(47,996)			(15,535)			(9,429)			-			(72,960)
Permanent differences		-			35			-			-			35
Change in valuation reserves		47,996			15,500			9,429			-			72,925
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Three months ended September 30, 2015:
Net income (loss) from operations before taxes	$	148,693		$	(79,243)		$	(62,424)		$	-		$	7,026
As calculated at the statutory rate		27,588			(22,188)			(21,849)			-			(16,449)
Permanent differences		-			167			-			-			167
Change in valuation reserves		(27,588)			22,021			21,849			-			16,282
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Nine months ended September 30, 2016:
Net (loss) from operations before taxes	$	(337,859)		$	(156,625)		$	(361,801)		$	-		$	(856,285)
As calculated at the statutory rate		(60,556)			(43,855)			(126,630)			-			(231,041)
Permanent differences		-			90			-			-			90
Change in valuation reserves		60,556			43,765			126,630			-			230,951
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Nine months ended September 30, 2015:
Net income (loss) from operations before taxes	$	232,014		$	(337,553)		$	(296,409)		$	-		$	(401,948)
As calculated at the statutory rate		43,347			(94,515)			(103,743)			-			(154,911)
Permanent differences		-			238			-			235,375			235,613
Change in valuation reserves		(43,347)			94,277			103,743			(235,375)			(80,702)
Provision for income taxes	$	-		$	-		$	-		$	-		$	-

Permanent differences are principally related to loss on disposal of property and equipment, interest and penalties and unallowable expenses.

The Company and Group members remain subject to tax examinations for the two years ended December 31, 2015 in Switzerland and South Africa, for the seven years ended December 31, 2015 in the U.S and for the five years ended December 31, 2015 in Brazil.

During December 2013 the Internal Revenue Service (the “IRS”) notified the Company of assessments totaling $40,000 based on the failure by the Company’s management prior to the December 12, 2012 share exchange to file certain information returns for the years 2008-2011. The Company requested, but did not receive, administrative relief from the IRS from the assessments. The Company entered into an agreement with the IRS to pay the outstanding balance over four months in installments of $10,000 each commencing August 15, 2014. The Company made the payment of the first installment of $10,000 on August 7, 2014. The Company obtained an updated settlement amount from the IRS during February 2015 and paid the amount in full to the IRS during March 2015.

During June 2016, the IRS levied penalties of $120,000 relating to filings of United States income tax returns for the year ended December 31, 2014 and December 31, 2015 beyond the required deadlines. These penalties have been provided for in current liabilities as at September 30, 2016. The Company has proposed settlements of these penalties to the IRS, but as of September 30, 2016 had not received a response from the IRS.

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2012 Stock Option Plan

9 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

2012 Stock Option Plan

9. 2012 Stock Option Plan

On December 11, 2012, the Company adopted the 2012 Stock Plan (the “Plan”). Under the terms of the Plan, 3,000,000 shares of Common Stock have been reserved for future issuance. The Plan authorizes the granting of non-qualified stock options to the Company’s directors and to any independent consultants. The Plan is administered by the Company’s board of directors, and may also be administered by a committee appointed by the board of directors (the “Committee”). The Committee may determine persons eligible for grants and the timing, type, amount, fair market value and other provisions of such grants. The Committee will have authority, subject to the express provisions of the Plan, to construe the Plan and the option agreements granted pursuant to the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement in the manner and to the extent it shall deem expedient to promote the best interests of the Company. The Plan terminates on December 9, 2022.

The Plan provides that the determination of the option price per share for any option rests in discretion of the Committee. Options granted under the Plan must be granted within ten years from the date on which the Plan has been adopted. No options granted under the Plan may be exercisable after ten years from the date of grant. The Company’s board of directors may suspend or terminate the Plan in whole or in part or amend the Plan in such respects as the board may deem appropriate and in the best interest of the company. No amendment, suspension or termination of the Plan shall, however, without the optionee's consent, alter or impair any of the rights or obligations granted under the Plan.

On November 12, 2013, the Company granted non-qualified stock options to purchase an aggregate of 475,000 shares of the Company’s Common Stock under the plan, each at an exercise price of $0.89 per share. The options now are fully vested.

 

The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of stock options. The principal assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period beginning December 12, 2012); the expected option life; the expected dividend yield; and the risk-free rate (an estimate based upon the yields of Treasury constant maturities) equal to the expected life of the option. The fair values for the options, all of which were granted in 2013, were determined using the Black-Scholes-Merton option pricing model with the following assumptions:

Dividend yield	0.00	%
Risk-free interest rates	2.80	%
Expected volatility	72.68	%
Expected term (in years)	10

There was no reduction for estimated forfeitures. Under this model and the foregoing assumptions, the options granted in 2013 were valued at $151,053. Of this amount, $87,452, $15,900 and $47,701 is attributable to executives, employees and consultants, respectively. Equity-based compensation for the three and nine months ended September 30, 2016 and 2015 was $0, $12,691, $0 and $37,522, respectively. These amounts are included in general and administrative expenses in the accompanying Consolidated Statements of Operations.

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Commitments, Contingencies and Tax Obligation

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Tax Obligation

10. Commitments, Contingencies and Tax Obligation

Lease Commitments

On June 1, 2014, the Company leased new office and workshop facilities for a one-year term with an automatic extension for another year unless cancelled with due notice. A new lease for these premises was entered into on May 30, 2016 for an additional one-year term, commencing June 1, 2016, with an option for extension for another year with due notice. The monthly rent for the workshop lease is approximately $850. In addition to the payments required under the workshop lease, payments are made for space rentals on an as-needed basis. The total rent expense was approximately $3,800 and $11,000 for the three and nine months ended September 30, 2016 and 2015, respectively. Rent expense is included in general and administrative expenses in the accompanying Consolidated Statements of Operations.

The future rent commitments under the above lease for the year ending December 31, 2016 is approximately $2,600.

Payroll Commitments

The Group’s employees in South Africa have employment contracts that provide for one month of notice before the employee can be terminated.  As of September 30, 2016, the total monthly salary commitment applicable to these employees was approximately $10,200.

Payroll Tax Obligations

During 2013, SPMSA received notification from the South African Revenue Service (“SARS”) regarding unpaid payroll taxes of approximately $185,000.  SPMSA requested additional time to arrange a payment plan that is suitable to both parties and commenced making monthly payments to SARS. Due to insufficient funds the SPMSA has been unable to continue making additional payments in this regard and has requested additional time to arrange a payment plan that is suitable to both parties. As at September 30, 2016 and December 31, 2015, the unpaid balance of this liability was approximately $104,000 and $93,000, respectively and is included in accounts payable and other current liabilities in the accompanying Consolidated Balance Sheets. Effective October 31, 2014, SARS placed a collection order on the bank account of SPMSA for the outstanding amounts due.

Additionally, the Company has payroll tax and social security obligations in Switzerland relating to the employment of the chief financial officer by SPOAG. As at September 30, 2016 and December 31, 2015, the unpaid balance of this liability was approximately $210,000 and $169,000, respectively and is included in accounts payable and other current liabilities in the accompanying Consolidated Balance Sheets.

Employment and Consulting Agreements

The Company has entered into agreements to secure the services of two executives.  These agreements provide for annual compensation and require a minimum termination notice period by the employer of three months.  Both executives are stockholders of the Company. The minimum amount due under these agreements is approximately $138,400 over the year ending December 31, 2016

The total compensation to these executives was approximately $147,000 and $153,000 for the three ended September 30, 2016 and 2015 and approximately $432,000 and $452,000 for the nine months ended September, 2016 and 2015.

The Company has entered into agreements with unrelated third party consultants and institutions for consulting, research and professional services.  These agreements can be terminated by either party with between one and three months written notice or immediately if for cause.  The amounts due vary according to the nature of the service arrangement and the length of notice required for termination. The minimum amount due under these agreements is approximately $63,000 over the year ending December 31, 2016.

Other Commitments

The Company is obligated to make payments of approximately $25,500 subsequent to September 30, 2016 in connection with purchase orders open as of September 30, 2016 for the purchase of parts to be delivered in 2016. Payments to vendors relating to these purchases are scheduled to be made prior to December 31, 2016.

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Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

The Company has evaluated its subsequent events since September 30, 2016. The Company has determined that, other than as noted under Note 5, there were no material subsequent events requiring adjustment to or disclosure in these unaudited consolidated financial statements.

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Going Concern

9 Months Ended

Sep. 30, 2016

Going Concern [Abstract]

Going Concern

12. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the continuation of the Company as a going concern.

The Company has generated recurring losses and expects to incur additional losses as it expands its photopurification technology and develops marketing, sales and financial plans. As reflected in the accompanying unaudited consolidated financial statements, the Company’s total consolidated liabilities exceed total consolidated assets at September 30, 2016 and December 31, 2015 by $1,809,647 and $1,426,874, respectively.

To date, the Company’s cash flow has been funded with cash investments by its shareholders, certain third parties and to a considerably lesser extent, revenue. These inflows have been insufficient to enable the company to cover its costs. Additionally, as disclosed in Note 8, with respect to payroll tax obligations due in both Switzerland and South Africa and tax penalties due the IRS, the Company has been unable to meet its obligations for payment of its taxes and the filing of tax returns.

The Company requires additional capital to continue its development and to achieve sufficient revenues to support its operations. The extent of the Company’s future working capital requirements depend on many factors, including its ability to maintain revenues and to manage expenses. The Company requires additional financing either through borrowings or the sale of equity to support its operations.

The Company’s access to additional financing, if any, will depend on a variety of factors over which the Company has little or no control. These factors include market conditions, the general unavailability of equity financing to the Company in light of its limited revenues, the actual financial and operational results of the Company on a consolidated basis, as well as investors’ perception of the Company’s short-term and long-term financial prospects. If future financing is not available on acceptable terms, or on any other terms, the Company will not be able to continue as a going concern.

Management is currently pursuing plans to address the cash flow requirements of the Company for the year ending December 31, 2016 and beyond. The Company is engaged in discussions with current and other potential investors, and the Company is also considering additional offerings of Common Stock. The Company was not, however, able to secure significant additional equity financing during the nine months to September, 2016 from existing shareholders or otherwise, despite its efforts to do so. In addition, although the Company has projected that increase in the commercialization of its technology may provide additional cash flow for operations, it has not generated any new equipment sales orders in the past nine months.

The unaudited consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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Organization and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Description of Business

Description of Business

SurePure Investment Holding AG (“SPI”) was incorporated in Switzerland in 2007. From 2007 to December 12, 2012 SPI was the holding company of the SurePure Group (the “Group”), which included subsidiaries and other entities whose activities primarily benefit the Group. On December 12, 2012, SPI entered into an Amended and Restated Share Exchange Agreement with SurePure, Inc. (“SurePure US” or the “Company”) pursuant to which SurePure US acquired SPI in a share exchange (the “Share Exchange”) and became the holding company for the Group, including SPI. Although SurePure US is the legal acquirer of SPI, SPI is treated as the acquirer for accounting and financial reporting purposes and under this method, SurePure US retains SPI’s financial reporting history.

Under the Share Exchange, each share of the capital stock of SPI was exchanged for one share of SurePure US common stock, par value $.001 per share (“Common Stock”), and, in the case of one shareholder of SPI, one share of Nonvoting Convertible Preferred Stock, par value $.01 per share (the “Nonvoting Convertible Preferred Stock”).

 

The Group has developed technology for using shortwave ultraviolet light (“UV-C”) to purify turbid liquids such as wine, fruit juice and milk. Although initially designed to treat food-grade applications, it has successfully been applied to liquids such as dairy products for animal consumption, protein products, bovine blood plasma, water, brines and sugar syrup solutions. The Group holds a patent in 68 countries for this technology. The Group has been engaged in raising capital, continuing research and development of its technologies and developing markets for its products.

Basis of Presentation

Basis of Presentation

Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. Our consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Amounts in our unaudited consolidated financial statements are, except as otherwise noted, expressed in U.S. Dollars.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2016.

Principles of Consolidation

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inter-company items and transactions have been eliminated in consolidation.

The Company’s wholly-owned subsidiaries are as follows:

⋅ SurePure Investment Holding AG (“SPI”), which wholly-owns SPO;

⋅ SurePure Operations AG (“SPO”), which markets the products of the Group and earns its revenue by selling or otherwise distributing equipment utilizing the Group’s technology globally. SPO owns a patent for the Group’s technology in various countries;

⋅ SurePure Participations AG (“SPP”), is a minority stockholder of SPI and is part of the common holding structure of the Group. SPP has no operations. SPP became a subsidiary as a result of the Share Exchange on December 12, 2012;

⋅ SurePure Holdings South Africa (Pty) Ltd., which holds the South African patent, and its wholly-owned subsidiary, SurePure Marketing South Africa (Pty) Ltd. (“SPMSA”), which sells or otherwise distributes equipment utilizing the Group’s technology in South Africa. These entities became subsidiaries as a result of their acquisition on June 12, 2013; and

⋅ SurePure Latin America Maqinas de Purificasao UVC Ltda. (“SPLAM”), which conducts no operations currently and is in the final stages of deregistration.

The Group’s reporting currency is the United States Dollar (“USD”) and these consolidated financial statements are presented in USD or “$.”

Adoption of New Accounting Standards

Adoption of New Accounting Standards

The Company has, effective January 1, 2015, early adopted ASU 2014-10 Development Stage Entities which eliminates the requirement to provided Development Stage Entity reporting. As such, the financial statements as presented no longer contain information that aggregates all activities from the date of inception through the reporting date. The adoption of this new standard did not have a material impact on our financial position or results or operations.

Use of Estimates

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Income Taxes

Income Taxes

The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not provide a future tax benefit.

GAAP requires that, in applying the liability method, the consolidated financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion, the most likely resolution of an uncertain tax position should be analyzed based on technical merits and one that will likely be sustained under examination. There are no uncertain tax positions requiring adjustment to or disclosure in these consolidated financial statements.

Accounts Receivable

Accounts Receivable

Accounts receivable represent amounts due from customers and are carried at original invoice amount less an estimate made for doubtful receivables. The Group establishes a provision for estimated doubtful accounts, if necessary.

Property, Equipment and Related Depreciation

Property, Equipment and Related Depreciation

Property and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset and any expenditures that substantially increase the asset’s value or extend the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the property and equipment. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Expenditures for routine repairs and maintenance are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is recognized in operations.

Depreciation is provided over the following estimated useful lives:

Plant machinery	3 to 5 years
Furniture and fixtures	3 to 5 years
Motor vehicles	5 years
Office and computer equipment	3 to 5 years

Intangible Assets

Intangible Assets

Intangible assets consist of patents in various countries around the world for the Company’s UV-C purification technology. The patents were initially recognized at their cost and are being amortized on a straight-line basis over their estimated useful lives of twelve years beginning with the acquisition of the patents in 2008. The patents expire in October 2020.

The Group evaluates the carrying value of its intangible assets for impairment at least annually or when events or changes in circumstances are identified by management that indicate that such carrying values may not be fully recoverable. The evaluation involves estimating the future undiscounted cash flows expected to be derived from the assets to assess whether or not a potential impairment exists. As a result of its evaluations, management determined that it was not necessary to recognize a loss on impairment of its intangible assets for either of the three and nine months ended September 30, 2016 and 2015.

Revenue

Revenue

Revenue is earned from sales or use of equipment that uses the Company’s patented technology and is recognized, net of returns and discounts, when persuasive evidence of an arrangement exists, the sales price is fixed or determinable and collectability is reasonably assured. These criteria are usually met upon completion of delivery and customer acceptance testing of the product by the customer.

Major Customers and Accounts Receivable

Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the three months and nine months ended September 30, 2016, 1 customer accounted for 100% of revenue. For the nine months ended September 30, 2016 1 customer accounted for 97% of revenue.

For the three months ended September 30, 2015, 1 customer accounted for 98% of revenue and for the nine months ended September 30, 2015, 2 customer accounted for 93% of revenue.

As of September 30, 2016 1 customer made up 99% of accounts receivable.

Shipping and Handling Costs

Shipping and Handling Costs

Shipping and handling costs are expensed as cost of goods sold when the related inventory is sold.

Research and Development

Research and Development

Research and development costs are charged to expense as incurred.

Equity-Based Compensation

Equity-Based Compensation

The Company measures compensation cost for all stock options granted based on fair value on the measurement date, which is typically the grant date. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes-Merton option valuation model. The fair value of each share is based on the fair market value of the Company’s common stock on the date of the grant. Equity-based compensation expense is recognized on a straight-line basis over the requisite service period for each stock option or stock grant expected to vest with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations.

Foreign Currency Translations

Foreign Currency Translations

These consolidated financial statements are presented in USD, which is the Group’s reporting currency. The consolidated financial statements of the Group members have been translated into USD in accordance with GAAP. All asset and liability accounts on the consolidated balance sheets have been translated using the spot exchange rate in effect at the consolidated balance sheet date. Equity accounts have been translated at their historical rates when the capital transaction occurred. Income and expenses have been translated at the average exchange rates for the periods presented. Adjustments resulting from the translation of the Group’s consolidated financial statements are included in the consolidated statement of other comprehensive income (loss). Actual transaction gains and losses are included in the consolidated statements of operations as incurred.

The functional currencies of the companies included in the Group are their respective local currencies. Accordingly, the Group is exposed to transaction gains and losses that result from changes in various foreign currency exchange rates.

Applicable functional currencies are:

SPI, SPO, and SPP	Swiss Francs – CHF
SPLAM	Brazilian Real – BRL
SPHSA and SPMSA	South African Rand – ZAR

Exchange rates used for conversion of foreign items to USD at the end of each period and the average for each period were:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				December 31,
	2016		2015		2016		2015		2015
CHF:
Reporting date		1.0319		1.0284		1.0319		1.0284		1.0073
Average for period		1.0246		1.0374		1.0204		1.0499		1.0398
BRL:
Reporting date		0.3071		0.2437		0.3071		0.2437		0.2523
Average for period		0.3080		0.2851		0.2832		0.3202		0.3046
ZAR:
Reporting date		0.0721		0.0712		0.0721		0.0712		0.0643
Average for period		0.0709		0.0772		0.0669		0.0816		0.0788

Earnings (Loss) per Share

Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed by dividing net income or loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue shares of Common Stock, such as options, convertible notes and convertible preferred stock, were exercised or converted into shares of Common Stock or could otherwise cause the issuance of shares of Common Stock that then would share in earnings (losses). Such potential issuances of additional shares of Common Stock are included in the computation of diluted earnings per share. Except as disclosed in Notes 5, 6 and 9 of these Notes to Consolidated Financial Statements, the Company has no securities or other contracts to issue shares of Common Stock that could cause any dilution of earnings. In addition, when there is a loss, diluted loss per share is not computed because any potential additional common shares of Common Stock would reduce the reported loss per share and therefore have an anti-dilutive effect.

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Organization and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Schedule Of Estimated Useful Life

Depreciation is provided over the following estimated useful lives:

Plant machinery	3 to 5 years
Furniture and fixtures	3 to 5 years
Motor vehicles	5 years
Office and computer equipment	3 to 5 years

Schedule Of Foreign Currency Used

Applicable functional currencies are:

SPI, SPO, and SPP	Swiss Francs – CHF
SPLAM	Brazilian Real – BRL
SPHSA and SPMSA	South African Rand – ZAR

Schedule Of Foreign Currency Conversion Rate

Exchange rates used for conversion of foreign items to USD at the end of each period and the average for each period were:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				December 31,
	2016		2015		2016		2015		2015
CHF:
Reporting date		1.0319		1.0284		1.0319		1.0284		1.0073
Average for period		1.0246		1.0374		1.0204		1.0499		1.0398
BRL:
Reporting date		0.3071		0.2437		0.3071		0.2437		0.2523
Average for period		0.3080		0.2851		0.2832		0.3202		0.3046
ZAR:
Reporting date		0.0721		0.0712		0.0721		0.0712		0.0643
Average for period		0.0709		0.0772		0.0669		0.0816		0.0788

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following:

	September 30,		December 31,
	2016		2015
	(Unaudited)		(Audited)
Machinery and equipment	$	5,010	$	5,010
Furniture and fixtures		12,753		12,753
Motor vehicles		14,400		14,400
Office and computer equipment		12,647		12,647
		44,810		44,810
Less: Accumulated depreciation		44,810		44,810
Property and equipment, net	$	-	$	-

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets consist of the following:

	September 30,		December 31,
	2016		2015
	(Unaudited)		(Audited)
Patents	$	208,943	$	208,943
Less: Accumulated amortization		142,490		129,989
Intangible assets, net	$	66,453	$	78,954

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of Component of Income Tax

The Company and its subsidiaries file income tax returns in Switzerland, South Africa, the United States and Brazil. The components of income (loss) from operations before income taxes, by jurisdiction, are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Switzerland	$	(267,034)	$	148,693	$	(337,859)	$	232,014
South Africa	$	(55,483)		(79,243)		(156,625)		(337,553)
United States	$	(26,940)		(62,424)		(361,801)		(296,409)
Brazil		-		-		-		-
Total Net income (loss)	$	(349,457)	$	7,026	$	(856,285)	$	(401,948)

Schedule of Components of Income Tax Expense (Benefit)

The provision for income taxes shown in the accompanying consolidated statements of operations consists of the following for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Current tax provision:
Switzerland	$	-	$	-	$	-	$	-
South Africa		-		-		-		-
United States		-		-		-		-
Brazil		-		-		-		-
Total current tax provision	$	-	$	-	$	-	$	-
Deferred tax provision:
Switzerland	$	(47,996)	$	27,588	$	(60,556)	$	43,347
South Africa		(15,500)		(22,021)		(43,765)		(94,277)
United States		(9,429)		(21,849)		(126,630)		(103,743)
Brazil		-		-		-		235,375
Change in valuation allowance		72,925		16,282		230,951		(80,702)
Total deferred provision		-		-		-		-
Total	$	-	$	-	$	-	$	-

Schedule of Deferred Tax Assets and Liabilities

The income tax effect of each type of temporary difference giving rise to the net deferred tax asset as follows:

	September 30,		December 31,
	2016		2015
Deferred tax assets:
Net operating loss carryforwards	$	6,324,983	$	6,094,032
Less: valuation allowance		(6,324,983)		(6,094,032)
Total	$	-	$	-

Schedule of Effective Income Tax Rate Reconciliation

The following reconciles the effective income tax rates with the statutory rates for three and nine months ended September 30, 2016 and 2015:

							United
	Switzerland			South Africa			States			Brazil			Total
Statutory rate of tax		8.5%/18	%		28.0	%		35.0	%		25.0	%
Three months ended September 30, 2016:
Net (loss) from operations before taxes	$	(267,034)		$	(55,483)		$	(26,940)		$	-		$	(349,457)
As calculated at the statutory rate		(47,996)			(15,535)			(9,429)			-			(72,960)
Permanent differences		-			35			-			-			35
Change in valuation reserves		47,996			15,500			9,429			-			72,925
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Three months ended September 30, 2015:
Net income (loss) from operations before taxes	$	148,693		$	(79,243)		$	(62,424)		$	-		$	7,026
As calculated at the statutory rate		27,588			(22,188)			(21,849)			-			(16,449)
Permanent differences		-			167			-			-			167
Change in valuation reserves		(27,588)			22,021			21,849			-			16,282
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Nine months ended September 30, 2016:
Net (loss) from operations before taxes	$	(337,859)		$	(156,625)		$	(361,801)		$	-		$	(856,285)
As calculated at the statutory rate		(60,556)			(43,855)			(126,630)			-			(231,041)
Permanent differences		-			90			-			-			90
Change in valuation reserves		60,556			43,765			126,630			-			230,951
Provision for income taxes	$	-		$	-		$	-		$	-		$	-
Nine months ended September 30, 2015:
Net income (loss) from operations before taxes	$	232,014		$	(337,553)		$	(296,409)		$	-		$	(401,948)
As calculated at the statutory rate		43,347			(94,515)			(103,743)			-			(154,911)
Permanent differences		-			238			-			235,375			235,613
Change in valuation reserves		(43,347)			94,277			103,743			(235,375)			(80,702)
Provision for income taxes	$	-		$	-		$	-		$	-		$	-

XML

2012 Stock Option Plan (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair values for the options, all of which were granted in 2013, were determined using the Black-Scholes-Merton option pricing model with the following assumptions:

Dividend yield	0.00	%
Risk-free interest rates	2.80	%
Expected volatility	72.68	%
Expected term (in years)	10

XML

Organization and Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2016
Plant machinery [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Plant machinery [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Furniture and fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Motor vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Office and computer equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Office and computer equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

XML

Organization and Significant Accounting Policies (Details 1)	9 Months Ended
	Sep. 30, 2016
SPI, SPO, and SPP [Member]
Foreign Currency Balance [Line Items]
Foreign Currency Used Name	Swiss Francs CHF
SPLAM [Member]
Foreign Currency Balance [Line Items]
Foreign Currency Used Name	Brazilian Real BRL
SPHSA and SPMSA [Member]
Foreign Currency Balance [Line Items]
Foreign Currency Used Name	South African Rand ZAR

XML

Organization and Significant Accounting Policies (Details 2)	3 Months Ended						9 Months Ended						12 Months Ended
	Sep. 30, 2016 SFr / shares	Sep. 30, 2016 BRL / shares	Sep. 30, 2016 ZAR / shares	Sep. 30, 2015 SFr / shares	Sep. 30, 2015 BRL / shares	Sep. 30, 2015 ZAR / shares	Sep. 30, 2016 SFr / shares	Sep. 30, 2016 BRL / shares	Sep. 30, 2016 ZAR / shares	Sep. 30, 2015 SFr / shares	Sep. 30, 2015 BRL / shares	Sep. 30, 2015 ZAR / shares	Dec. 31, 2015 SFr / shares	Dec. 31, 2015 BRL / shares	Dec. 31, 2015 ZAR / shares
SPI, SPO, and SPP [Member]
Foreign Currency Transaction [Line Items]
Foreign Currency Exchange Rate Translation Average Period	1.0246	1.0246	1.0246	1.0374	1.0374	1.0374	1.0204	1.0204	1.0204	1.0499	1.0499	1.0499	1.0398	1.0398	1.0398
SPI, SPO, and SPP [Member] | Reporting Date [Member]
Foreign Currency Transaction [Line Items]
Foreign Currency Exchange Rate, Translation | SFr / shares	SFr 1.0319			SFr 1.0284			SFr 1.0319			SFr 1.0284			SFr 1.0073
SPLAM [Member]
Foreign Currency Transaction [Line Items]
Foreign Currency Exchange Rate Translation Average Period	0.308	0.308	0.308	0.2851	0.2851	0.2851	0.2832	0.2832	0.2832	0.3202	0.3202	0.3202	0.3046	0.3046	0.3046
SPLAM [Member] | Reporting Date [Member]
Foreign Currency Transaction [Line Items]
Foreign Currency Exchange Rate, Translation | BRL / shares		BRL 0.3071			BRL 0.2437			BRL 0.3071			BRL 0.2437			BRL 0.2523
SPHSA and SPMSA [Member]
Foreign Currency Transaction [Line Items]
Foreign Currency Exchange Rate Translation Average Period	0.0709	0.0709	0.0709	0.0772	0.0772	0.0772	0.0669	0.0669	0.0669	0.0816	0.0816	0.0816	0.0788	0.0788	0.0788
SPHSA and SPMSA [Member] | Reporting Date [Member]
Foreign Currency Transaction [Line Items]
Foreign Currency Exchange Rate, Translation | ZAR / shares			ZAR 0.0721			ZAR 0.0712			ZAR 0.0721			ZAR 0.0712			ZAR 0.0643

XML

Organization and Significant Accounting Policies (Details Textual) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Aug. 16, 2016	Dec. 31, 2015
Organization And Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life			12 years
Common Stock Par Or Stated Value Per Share	$ 0.001		$ 0.001		$ 0.20	$ 0.001
Preferred Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01			$ 0.01
Revenue [Member] | Major Customer [Member]
Organization And Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	100.00%	98.00%	97.00%	93.00%
Accounts Receivable [Member] | Major Customer [Member]
Organization And Significant Accounting Policies [Line Items]
Concentration Risk, Percentage			99.00%

XML

Property and Equipment (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 44,810	$ 44,810
Less: Accumulated depreciation	44,810	44,810
Property and equipment, net	0	0
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	5,010	5,010
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	12,753	12,753
Motor vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	14,400	14,400
Office and computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 12,647	$ 12,647

XML

Intangible Assets (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Patents	$ 208,943	$ 208,943
Less: Accumulated amortization	142,490	129,989
Intangible assets, net	$ 66,453	$ 78,954

XML

Intangible Assets (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 4,168	$ 4,167	$ 12,502	$ 12,501

XML

Due to Officers (Details Textual) - USD ($)		1 Months Ended
	Aug. 07, 2015	Aug. 22, 2016	Nov. 16, 2015	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015
Related Party Transaction [Line Items]
Due to Officers or Stockholders				$ 146,119	$ 233,486	$ 353,500	$ 301,800
SurePure Marketing South Africa (Pty) Ltd [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders		$ 50,000					292,500
SurePure Operations AG [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders	$ 30,000	$ 150,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders				49,221
Chief Executive Officer [Member] | Separate Agreement [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount	2,150,000
Debt Conversion, Converted Instrument, Shares Issued		1,000,000
Chief Executive Officer [Member] | SurePure Marketing South Africa (Pty) Ltd [Member] | Separate Agreement [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders	301,800	$ 50,000
Debt Conversion, Converted Instrument, Amount	292,500	50,000
Chief Executive Officer [Member] | SurePure Operations AG [Member] | Separate Agreement [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders		179,780					30,000
Debt Conversion, Converted Instrument, Amount	30,000	150,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders	1,030,000	218,000		$ 96,898
Chief Financial Officer [Member] | Separate Agreement [Member]
Related Party Transaction [Line Items]
Due to Officers or Stockholders							$ 1,030,000
Debt Conversion, Converted Instrument, Amount	$ 680,000	$ 157,200	$ 250,000
Debt Conversion, Converted Instrument, Shares Issued	4,500,000	786,001	1,250,000

XML

Other Loans Payable (Details Textual) ZAR in Millions			1 Months Ended	3 Months Ended			9 Months Ended
	Feb. 11, 2016 USD ($)	Aug. 10, 2015 USD ($) shares	Nov. 17, 2016 USD ($) shares	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Apr. 04, 2013 USD ($) shares	Apr. 04, 2013 ZAR shares
Stockholders and Other Loans Payable [Line Items]
Deposited shares of Common Stock with the lender as collateral | shares										1,000,000	1,000,000
Shares Issued For Settlement Of Debt | shares		1,676,000
Gains (Losses) on Extinguishment of Debt, Total		$ 28,951		$ 102,529	$ 28,951		$ 102,529	$ 28,951
Debt Instrument, Face Amount	$ 330,000
Proceeds from Notes Payable	$ 300,000
Debt Instrument Default Interest Rate	22.00%
SBI Note [Member]
Stockholders and Other Loans Payable [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%
SBI Note [Member] | Subsequent Event [Member]
Stockholders and Other Loans Payable [Line Items]
Debt Instrument, Face Amount			$ 390,000
Debt Instrument, Convertible, Before Maturity, Conversion Percentage			52.50%
Debt Instrument, Convertible, After Maturity, Conversion Percentage			55.00%
Debt Instrument Structuring Fee Payable			$ 90,000
Debt Instrument Structuring Fee, Settled By Issue Of Common Stock | shares			1,058,824
Accured Loan Monitoring Fee			$ 45,000
Debt Instrument, Maturity Date			Jan. 11, 2017
Lender [Member]
Stockholders and Other Loans Payable [Line Items]
Debt Instrument, Interest Rate, Effective Percentage										2.00%	2.00%
Other Borrowings										$ 201,000	ZAR 2
Interest Expense, Debt					$ 16,500	$ 15,500		$ 38,000	$ 44,200

XML

Equity (Details Textual)				1 Months Ended			9 Months Ended		12 Months Ended
	Aug. 10, 2015 USD ($) shares	Aug. 10, 2015 ZAR shares	Aug. 07, 2015 USD ($) $ / shares shares	Aug. 22, 2016 USD ($) $ / shares shares	Nov. 16, 2015 USD ($) shares	Oct. 31, 2015 USD ($) shares	Sep. 30, 2016 USD ($) $ / shares shares	Sep. 30, 2015 USD ($)	Dec. 31, 2014 shares	Dec. 31, 2012 shares	Aug. 16, 2016 $ / shares shares	Feb. 11, 2016 USD ($)	Dec. 31, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) shares	Apr. 17, 2013 ZAR	Dec. 12, 2012 $ / shares shares	Dec. 31, 2011 shares
Equity Disclosure [Line Items]
Common Stock, Shares, Issued							61,750,000				500,000		58,533,992				26,822,215
Common Stock, Shares, Outstanding							61,750,000						58,533,992
Preferred Stock, Shares Issued							14,800,000						14,800,000
Preferred Stock, Shares Authorized							31,155,282						31,155,282
Preferred Stock, Par Or Stated Value Per Share | $ / shares							$ 0.01						$ 0.01
Conversion of Stock, Shares Converted									5,000,000
Conversion of Stock, Shares Issued									5,000,000
Shares Issued For Settlement Of Debt	1,676,000	1,676,000
Extinguishment of Debt, Amount | $	$ 280,400
Debt Instrument, Face Amount | $												$ 330,000
Conversion Of Stock For Settlement Amount Of Due To Officers | $							$ 357,202	$ 1,148,000
Due to Officers or Stockholders | $							$ 146,119	$ 353,500					$ 233,486	$ 301,800
Common Stock, Par Or Stated Value Per Share | $ / shares							$ 0.001				$ 0.20		$ 0.001
Separate Agreement [Member]
Equity Disclosure [Line Items]
Sale of Stock, Price Per Share | $ / shares			$ 0.15	$ 0.20
SurePure Marketing South Africa [Member]
Equity Disclosure [Line Items]
Shares Issued For Settlement Of Debt			2,150,000	1,000,000
Debt Instrument, Face Amount | ZAR															ZAR 2,000,000
Conversion Of Stock For Settlement Amount Of Due To Officers | $			$ 1,148,000	$ 543,202
Due to Officers or Stockholders | $				$ 50,000										292,500
Stock Issued During Period, Shares, Other			7,620,000	2,716,008
SurePure Operations AG [Member]
Equity Disclosure [Line Items]
Due to Officers or Stockholders | $			$ 30,000	$ 150,000
Repayments of Debt | $				$ 150,000
M Cubed Holdings Limited [Member]
Equity Disclosure [Line Items]
Shares Issued For Settlement Of Debt	1,676,000	1,676,000
Extinguishment of Debt, Amount | ZAR		ZAR 3,542,204
Before Conversion To Common Stock [Member]
Equity Disclosure [Line Items]
Preferred Stock, Shares Issued							14,800,000						14,800,000
Chief Financial Officer [Member]
Equity Disclosure [Line Items]
Common Stock, Shares, Outstanding					1,892,176	1,250,000
Shares Issued For Settlement Of Debt			4,500,000	786,001
Due to Officers or Stockholders | $			$ 1,030,000	$ 218,000			$ 96,898
Repayments of Debt | $			680,000	$ 157,200
Debt Instrument, Increase, Accrued Interest | $					$ 250,000	$ 363,400	36,000
Chief Financial Officer [Member] | Separate Agreement [Member]
Equity Disclosure [Line Items]
Due to Officers or Stockholders | $														$ 1,030,000
Chief Financial Officer [Member] | SurePure Operations AG [Member]
Equity Disclosure [Line Items]
Shares Issued For Settlement Of Debt					364,570
Consultant [Member]
Equity Disclosure [Line Items]
Shares Issued For Settlement Of Debt				750,000										970,000
Due to Officers or Stockholders | $			236,498				36,000
Repayments of Debt | $			145,500				36,000
Consultant [Member] | Separate Agreement [Member]
Equity Disclosure [Line Items]
Shares Issued For Settlement Of Debt				180,000
Consultant [Member] | SurePure Operations AG [Member] | Separate Agreement [Member]
Equity Disclosure [Line Items]
Due to Officers or Stockholders | $				$ 235,800
Chief Executive Officer [Member]
Equity Disclosure [Line Items]
Due to Officers or Stockholders | $							$ 49,221
Chief Executive Officer [Member] | SurePure Marketing South Africa [Member] | Separate Agreement [Member]
Equity Disclosure [Line Items]
Due to Officers or Stockholders | $			$ 301,800	50,000
Chief Executive Officer [Member] | SurePure Operations AG [Member] | Separate Agreement [Member]
Equity Disclosure [Line Items]
Due to Officers or Stockholders | $				$ 179,780										$ 30,000
Common Stock [Member]
Equity Disclosure [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities										36,700,631
Common Stock [Member] | Chief Financial Officer [Member]
Equity Disclosure [Line Items]
Common Stock, Shares, Outstanding					462,176
Stock Issued During Period, Shares, Issued for Services						180,000
Debt Instrument, Increase, Accrued Interest | $					$ 78,570
Non Voting Convertible Preferred Stock [Member]
Equity Disclosure [Line Items]
Preferred Stock, Shares Authorized																31,155,282
Preferred Stock, Par Or Stated Value Per Share | $ / shares																$ 0.01
Spi Stock Holders Loan [Member]
Equity Disclosure [Line Items]
Common Stock, Shares, Issued										2,500,000
Spi Stock Holders Loan [Member] | Common Stock [Member]
Equity Disclosure [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities										7,378,416

XML

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Line Items]
Total Net Income (Loss)	$ (349,457)	$ 7,026	$ (856,285)	$ (401,948)
Switzerland [Member]
Income Tax Disclosure [Line Items]
Total Net Income (Loss)	(267,034)	148,693	(337,859)	232,014
South Africa [Member]
Income Tax Disclosure [Line Items]
Total Net Income (Loss)	(55,483)	(79,243)	(156,625)	(337,553)
United States [Member]
Income Tax Disclosure [Line Items]
Total Net Income (Loss)	(26,940)	(62,424)	(361,801)	(296,409)
Brazil [Member]
Income Tax Disclosure [Line Items]
Total Net Income (Loss)	$ 0	$ 0	$ 0	$ 0

XML

Income Taxes (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Current tax provision:
Total current tax provision	$ 0	$ 0	$ 0	$ 0
Deferred tax provision:
Change in valuation allowance	72,925	16,282	230,951	(80,702)
Total deferred provision	0	0	0	0
Total	0	0	0	0
Switzerland [Member]
Current tax provision:
Total current tax provision	0	0	0	0
Deferred tax provision:
Total deferred provision	(47,996)	27,588	(60,556)	43,347
Total	0	0	0	0
South Africa [Member]
Current tax provision:
Total current tax provision	0	0	0	0
Deferred tax provision:
Total deferred provision	(15,500)	(22,021)	(43,765)	(94,277)
Total	0	0	0	0
United States [Member]
Current tax provision:
Total current tax provision	0	0	0	0
Deferred tax provision:
Total deferred provision	(9,429)	(21,849)	(126,630)	(103,743)
Total	0	0	0	0
Brazil [Member]
Current tax provision:
Total current tax provision	0	0	0	0
Deferred tax provision:
Total deferred provision	0	0	0	235,375
Total	$ 0	$ 0	$ 0	$ 0

XML

Income Taxes (Details 2) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Deferred tax assets:
Net operating loss carryforwards	$ 6,324,983	$ 6,094,032
Less: valuation allowance	(6,324,983)	(6,094,032)
Total	$ 0	$ 0

XML

Income Taxes (Details 3) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Line Items]
Net (loss) from operations before taxes	$ (349,457)	$ 7,026	$ (856,285)	$ (401,948)
As calculated at the statutory rate	(72,960)	(16,449)	(231,041)	(154,911)
Permanent differences	35	167	90	235,613
Change in valuation reserves	72,925	16,282	230,951	(80,702)
Provision for income taxes	0	0	0	0
Switzerland [Member]
Income Tax Disclosure [Line Items]
Net (loss) from operations before taxes	(267,034)	148,693	(337,859)	232,014
As calculated at the statutory rate	(47,996)	27,588	(60,556)	43,347
Permanent differences	0	0	0	0
Change in valuation reserves	47,996	(27,588)	60,556	(43,347)
Provision for income taxes	$ 0	0	0	0
Switzerland [Member] | Maximum [Member]
Income Tax Disclosure [Line Items]
Statutory rate of tax	18.00%
Switzerland [Member] | Minimum [Member]
Income Tax Disclosure [Line Items]
Statutory rate of tax	8.50%
South Africa [Member]
Income Tax Disclosure [Line Items]
Statutory rate of tax	28.00%
Net (loss) from operations before taxes	$ (55,483)	(79,243)	(156,625)	(337,553)
As calculated at the statutory rate	(15,535)	(22,188)	(43,855)	(94,515)
Permanent differences	35	167	90	238
Change in valuation reserves	15,500	22,021	43,765	94,277
Provision for income taxes	$ 0	0	0	0
United States [Member]
Income Tax Disclosure [Line Items]
Statutory rate of tax	35.00%
Net (loss) from operations before taxes	$ (26,940)	(62,424)	(361,801)	(296,409)
As calculated at the statutory rate	(9,429)	(21,849)	(126,630)	(103,743)
Permanent differences	0	0	0	0
Change in valuation reserves	9,429	21,849	126,630	103,743
Provision for income taxes	$ 0	0	0	0
Brazil [Member]
Income Tax Disclosure [Line Items]
Statutory rate of tax	25.00%
Net (loss) from operations before taxes	$ 0	0	0	0
As calculated at the statutory rate	0	0	0	0
Permanent differences	0	0	0	235,375
Change in valuation reserves	0	0	0	(235,375)
Provision for income taxes	$ 0	$ 0	$ 0	$ 0

XML

Income Taxes (Details Textual) - USD ($)			1 Months Ended	9 Months Ended	12 Months Ended
	Aug. 15, 2014	Aug. 07, 2014	Jun. 30, 2016	Sep. 30, 2016	Dec. 31, 2013
Income Tax Disclosure [Line Items]
Unrecognized Tax Benefits, Income Tax Penalties Expense					$ 40,000
Payments Of First Installment To Internal Revenue Service	$ 10,000	$ 10,000
Percentage of valuation allowance				100.00%
Income Tax Examination, Penalties Expense			$ 120,000

XML

2012 Stock Option Plan (Details)	9 Months Ended
	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Risk-free interest rates	2.80%
Expected volatility	72.68%
Expected term (in years)	10 years

XML

2012 Stock Option Plan (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 12, 2013	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 11, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	475,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.89
Stock Granted, Value, Share-based Compensation, Gross				$ 151,053
Share-based Compensation, Total		$ 0	$ 12,691	0	$ 37,522
Executives [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Granted, Value, Share-based Compensation, Gross				87,452
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Granted, Value, Share-based Compensation, Gross				15,900
Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Granted, Value, Share-based Compensation, Gross				$ 47,701
2012 Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance						3,000,000

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Commitments, Contingencies and Tax Obligation (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2013
Commitments And Contingencies Disclosure [Line Items]
Operating Leases, Rent Expense	$ 3,800	$ 11,000	$ 3,800	$ 11,000
Contractual Obligation, Due in Next Twelve Months	10,200		10,200
Other Commitment	25,500		25,500
Scenario, Forecast [Member]
Commitments And Contingencies Disclosure [Line Items]
Operating Leases, Future Minimum Payments Receivable, Total					$ 2,600
Employment and Consulting Agreements [Member]
Commitments And Contingencies Disclosure [Line Items]
Officers Compensation	147,000	$ 153,000	432,000	$ 452,000
Employment and Consulting Agreements [Member] | Scenario, Forecast [Member]
Commitments And Contingencies Disclosure [Line Items]
Operating Leases, Future Minimum Payments Due					63,000
South African Revenue Service [Member]
Commitments And Contingencies Disclosure [Line Items]
Accrued Payroll Taxes, Current							$ 185,000
Accrued Payroll Taxes	104,000		104,000			$ 93,000
SPOAG [Member]
Commitments And Contingencies Disclosure [Line Items]
Accrued Payroll Taxes	$ 210,000		210,000			$ 169,000
Two Executives [Member] | Employment and Consulting Agreements [Member] | Scenario, Forecast [Member]
Commitments And Contingencies Disclosure [Line Items]
Operating Leases, Future Minimum Payments Due					$ 138,400
Workshop Facility [Member]
Commitments And Contingencies Disclosure [Line Items]
Monthly Lease Rental			$ 850

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Going Concern (Details Textual) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Total Liability In Excess Of Assets	$ 1,809,647	$ 1,426,874