10KSB/A 1 a05-6404_110ksba.htm 10KSB/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.   20549

 

 

FORM 10-KSB / A

(Amendment No. 1)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended

 

Commission file number 0-16416

October 31, 2003

 

 

 

ELECTROPURE, INC.

(Formerly, HOH Water Technology Corporation)

(Exact name of registrant as specified in its charter)

 

California

 

33-0056212

(State or Other Jurisdiction
of Incorporation or Organization)

 

(IRS Employer Identification No.)

 

 

 

23456 South Pointe Drive, Laguna Hills, California 92653

(Address of principal executive offices)             (Zip Code)

 

Registrant’s telephone number, including area code:  (949) 770-9347

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $0.01 per share

(Title of Class)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý   No o.

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB.  ý

 

The registrant’s revenues for the twelve months ended October 31, 2003 were $1,444,805.

 

As of February 18, 2004, the aggregate market value of the common stock held by non-affiliates of the registrant was $1,666,350, based on a closing price for the common stock of $0.36 on the OTC Bulletin Board on such date.

 

At February 18, 2004, 12,178,176 shares of the Registrant’s stock were outstanding.

 

 


 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 10-KSB/A (this “Amendment”) amends the Annual Report on Form 10-KSB for the year ended October 31, 2003 filed on March 1, 2004 (the “Original Filing”).  Electropure, Inc. has filed this Amendment to amend the following Items of the Original Filing:  (a)  Item 13, Exhibits and Reports on Form 8-K, to provide the certifications required by Item 601 of Regulation S-B at Exhibits 31.1 and 31.2; and (b)  Item 14,  Controls and Procedures, to change the language in the first sentence of the first paragraph to indicate that our evaluation of controls and procedures was made as of the end of the period covered by the Original Filing.  Besides these two changes, we have indicated that Exhibits 10.55, 21.1, and 32 were filed as exhibits to the Original Filing, but no other changes are made to the Original Filing by this Amendment.  This Amendment does not update or otherwise change the information provided in the Original Filing to reflect any changes in information that may have occurred subsequent to the date of the reporting period to which the Original Filing relates.  The Items amended by this Amendment are presented in their entirety in this Amendment for convenience.

 

PART IV

 

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

 

(c)           Exhibits. The following exhibits are filed with or incorporated by reference into this report.

 

3.1                             Articles of Incorporation of the Registrant, as amended. (3)

 

3.2                             By-Laws of the Registrant, as amended. (1)

 

10.10.AA                                              Warrants for 250,000 shares (Warrant No. A-3128) issued to Anthony M. Frank on 01/11/01 (10)

 

10.10.AB                                                8% Three-Year Convertible Term Note issued to Anthony M. Frank on 01/17/01 (10)

 

10.10.AC                                                Stock Conversion Agreement with Anthony M. Frank - 01/17/01 (10)

 

10.10.AD                                               Stock Purchase Agreement with Anthony M. Frank - 01/17/01 (10)

 

10.10.AE                                                 Stock Purchase Agreement with Anthony M. Frank on 08/28/01  (11)

 

10.10.AF                                                 Debt Conversion Agreement with Anthony M. Frank - 10/23/01  (13)

 

10.10.AG                                                Stock Purchase Agreement with Anthony M. Frank - 11/01/01 (13)

 

10.10.AH                                               Debt Conversion Agreement with Anthony M. Frank - 01/02/02 (13)

 

10.10.AI                                                    Stock Purchase Agreement with Anthony M. Frank - 01/02/02 (13)

 

10.10.AJ                                                   Stock Purchase Agreement with Anthony M. Frank - 01/15/02  (13)

 

10.10.AK                                               Stock Purchase Agreement with Anthony M. Frank - 03/15/02 (14)

 

10.10.AL                                                 Debt Conversion Agreement with Anthony M. Frank - 04/03/02 (14)

 

10.10.AM                                            Debt Conversion Agreement with Anthony M. Frank - 07/05/02 (15)

 

10.10.AN                                               Amendment to 8% Sixty-Day Term Note- A. M. Frank - 05/03/02 (15)

 

10.10.AO                                               Debt Conversion Agreement with Anthony M. Frank Keogh- 10/21/02 (16)

 

10.10.AP                                                 Debt Conversion Agreement with Anthony M. Frank Pension - 10/21/02 (16)

 

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10.10.AQ                                               Stock Purchase Agreement with Anthony M. Frank - 11/08/02  (17)

 

10.10.AR                                                Debt Conversion Agreement (Keogh) - 04/15/03 (18)

 

10.10.AS                                                 Debt Conversion Agreement (Pension) - 04/15/03 - Face Sheet Only (18)

 

10.10.AT                                                Second Deed of Trust and Security Agreement (Keogh) - 05/12/03 (18)

 

10.10.AU                                               Second Deed of Trust and Security Agreement (Pension) - 05/12/03 - Face Sheet Only (18)

 

10.10.AV                                                8% Convertible Term Note - 12/02/02  (18)

 

10.10.AW                                           8% Convertible Term Note - 12/18/02 - Face Sheet Only (18)

 

10.10.AX                                               8% Convertible Term Note - 01/09/03 - Face Sheet Only (18)

 

10.10.AY                                                8% Convertible Term Note - 01/23/03 - Face Sheet Only (18)

 

10.10.AZ                                                8% Convertible Term Note - 02/23/03 - Face Sheet Only (18)

 

10.10.BA                                                Debt Conversion Agreement (Keogh) - 07/22/03 (19)

 

10.10.BB                                                  Debt Conversion Agreement (Pension) - 07/22/03 - Face Sheet Only (19)

 

10.10.BC                                                  Subscription Agreement, September 9, 2003 (20)

 

10.10.BD                                                 Debt Conversion Agreement (Keogh) - 09/09/03 (20)

 

10.10.BE                                                   Second Amendment to 8% Sixty-Day Term Note (21)

 

10.10.BF                                                   Debt Conversion Agreement (Keogh) – 10/13/03 (21)

 

10.10.BG                                                  Debt Conversion Agreement (Pension) – 10/13/03 – Face Sheet Only (21)

 

10.10.BH                                                 8% Convertible Term Note – 11/04/03 (21)

 

10.10.BI                                                      8% Convertible Term Note – 11/21/03 – Face Sheet Only (21)

 

10.10.BJ                                                     8% Convertible Term Note – 12/19/03 – Face Sheet Only (21)

 

10.10.BK                                                 Debt Conversion Agreement (Keogh) – 01/22/04  (21)

 

10.10.BL                                                   Debt Conversion Agreement (Pension) – 01/22/04 – Face Sheet Only (21)

 

10.11                                                                     Consulting Agreement with Communications Management Associates dated 06/01/01 (13)

 

10.12                                                                     1999 Stock Option Plan (12)

 

10.19                                                                     Form of Indemnity Agreement with each current Officer and Director. (2)

 

10.47.8                                                            License Termination Agreement with EDI Components dated August 14, 1997 (effective 08/05/97). (6)

 

10.47.9                                                            Employment Agreement with Floyd H. Panning dated August 14, 1997 (effective 08/05/97). (6)

 

10.48                                                                     Technology License Agreement with Glegg Water Conditioning, Inc. dated July 2, 1994. (4)

 

10.48.1                                                            Amended and Restated Technology Licence Agreement with Glegg Water Conditioning, Inc. dated May 22, 1997. (5)

 

10.52                                                                     Technology Transfer Agreement with Wyatt Technology Corporation dated October 25, 1997. (7)

 

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10.53                                                                     Assignment Agreement with Hydro Components, Inc. dated February 17, 1998.  (8)

 

10.54                                                                     Asset Purchase Agreement with Resin Tech, Inc. dated November 2, 2000. (13)

 

10.55                                                                     Promissory Note Secured by Trust Deed (22)

 

21.1                                                                           Subsidiaries of Electropure, Inc.  (22)

 

31.1                                                                           Certification of Chief Executive Officer (filed herewith)

 

31.2                                                                           Certification of Chief Financial Officer (filed herewith)

 

32                                                                                    906 Certification of Principal Executive Officers (22)

 

(1)                                                    Previously filed on December 15, 1986 in connection with Registration Statement of Registrant on Form S-1, File No. 33-10669.

 

(2)                                                    Incorporated by reference to Exhibit “B” to Registrant’s Definitive Proxy Statement, dated April 20, 1988, for the Annual Meeting held May 18, 1988, as filed on May 4, 1988.

 

(3)                                                    Previously filed on February 28, 1989 in connection with Registrant’s Form 10-K for the fiscal year ended October 31, 1988.

 

(4)                                                    Previously filed on October 11, 1995 in connection with Registrant’s Form 10-KSB for the fiscal year ended October 31, 1994.

 

(5)                                                    Previously filed on July 16, 1997 in connection with Registrant’s Form 10-KSB for the fiscal year ended October 31, 1996.

 

(6)                                                    Previously filed on September 11, 1997 in connection with Registrant’s Form 10-QSB for the fiscal quarter ended July 31, 1997.

 

(7)                                                    Previously filed on November 14, 1997 in connection with Schedule 13-D filed by Wyatt Technology Corporation.

 

(8)                                                    Previously filed on March 5, 1998 in connection with Registrant’s Form 10-QSB for the fiscal quarter ended January 31, 1998.

 

(9)                                                    Previously filed on March 15, 2000 in connection with Amendment No. 8 to Schedule 13D filed on behalf of Anthony M. Frank.

 

(10)                                              Previously filed on February 13, 2001 in connection with Amendment No. 10 to Schedule 13D filed on behalf of Anthony M. Frank.

 

(11)                                              Previously filed on September 4, 2001 in connection with Amendment No. 11 to Schedule 13D filed on behalf of Anthony M. Frank.

 

(12)                                              Previously filed on May 24, 1999 in connection with Registrant’s Definitive Proxy Statement, dated May 26, 1999, for the Annual Meeting held June 26, 1999.

 

(13)                                              Previously filed in connection with Form 10-KSB for the fiscal year ended October 31, 2002.

 

(14)                                              Previously filed in connection with Amendment No. 14 to Schedule 13D filed on April 15, 2002 on behalf of Anthony M. Frank.

 

(15)                                              Previously filed in connection with Amendment No. 15 to Schedule 13D filed on August 15, 2002 on behalf of Anthony M. Frank.

 

(16)                                              Previously filed in connection with Amendment No. 16 to Schedule 13D filed on October 23, 2002 on behalf of Anthony M. Frank.

 

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(17)                                              Previously filed in connection with Amendment No. 17 to Schedule 13D filed on November 12, 2002 on behalf of Anthony M. Frank.

 

(18)                                              Previously filed in connection with Amendment No. 18 to Schedule 13D filed on May 15, 2003.

 

(19)                                              Previously filed in connection with Amendment No. 19 to Schedule 13D filed on July 24, 2003.

 

(20)                                              Previously filed in connection with Amendment No. 20 to Schedule 13 filed on September 10, 2003.

 

(21)                                              Previously filed in connection with Amendment No. 21 to Schedule 13 filed on January 26, 2004.

 

(22)                                              Previously filed on March 1, 2004 in connection with Registrant’s Form 10-KSB for the fiscal year ended October 31, 2003.

 

Item 14.                                                  Controls and Procedures.

 

(a)                             As of the end of the period covered by this report, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based on their evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

(b)                           In addition, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto.

 

Dated:  April 6, 2005

 

 

ELECTROPURE, INC.

 

 

 

 

BY

/S/ CATHERINE PATTERSON

 

 

 

CATHERINE PATTERSON
Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1934, as amended, this Report has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

 

 

 /S/ WILLIAM F. FARNAM

 

Director

 

April 6, 2005

 WILLIAM F. FARNAM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 /S/ RANDOLPH S. HEIDMANN

 

Director

 

April 6, 2005

 RANDOLPH S. HEIDMANN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 /S/ FLOYD H. PANNING

 

Chief Executive Officer

 

April 6, 2005

 FLOYD H. PANNING

 

and Director

 

 

 

 

 

 

 

 

 

Chief Financial Officer

 

 

 /S/ CATHERINE PATTERSON

 

(Principal Financial and

 

April 6, 2004

 CATHERINE PATTERSON

 

Accounting Officer)

 

 

 

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