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The following information is presented for informational purposes and includes both audited and unaudited numbers from the company's financial statements, filings and historical records that were available to current management. Some information may be incomplete or need to be updated if additional information becomes available at a later date.
Fi-Tek VI, Inc. (the Company) was incorporated under the laws of the State of Delaware on July 12, 1990, for the primary purpose of seeking out acquisitions of properties, businesses, or merger candidates, without limitation as to the nature of the business operations or geographic area of the acquisition candidate.
In its effort to obtain capital, the company commenced the initial public offering of its securities on April 14, 1992. The company completed the initial public offering of its securities in October of 1992, receiving gross proceeds of $160,890 (including $40 proceeds from the sale of warrants to purchase 804,250 units to the underwriter of the offering which expired unexercised in April 1997). Total costs of the offering amounted to $46,657. The net proceeds of the offering, therefore, amounted to $114,233 and resulted in the issuance of 8,042,500 shares of common stock.
The company's common stock began trading on the NASD's Bulletin Board during the third quarter of fiscal 1994.
Pursuant to the Colorado Securities Act, $93,714 of the proceeds of the offering was deposited into an escrow account. The funds were to be released to the company only upon satisfaction of the condition (the "Escrow Condition") that at least fifty per cent of the gross proceeds of the offering be committed to one or more specific lines of business by no later than the fourth anniversary of the date of the company's prospectus. The Escrow Condition had not been satisfied as of the fourth anniversary, or by April 14, 1996, and accordingly, the company distributed those funds pro rata to those persons who were owners of the shares of commons tock purchased in the offering.
At June 30, 1997, the company had total liquid capital resources (cash) of $14,044. Since completing its public offering in October 1992, the company had engaged in no significant operations other than the search for, and identification and evaluation of, possible acquisition candidates. Other than interest income of $314 and $3,458, no revenues were received by the company during the fiscal years ended June 30, 1997 and 1996, respectively. Since inception, the company had earned interest income of $12,190.
The number of shares outstanding of the registrant's only class of common stock, as of August 31, 1997, was 29,042,500 and the company had approximately 50 shareholders of record.
PSI reverse merger
During the quarter ended September 30, 1997, the company engaged in a business combination with Psychrometric Systems, Inc. (PSI). The transaction was accounted for as a reverse acquisition, with PSI as the accounting acquirer. The Company adopted a fiscal year end of December 31, which was the reporting year of the accounting acquirer. The Company acquired all of the issued and outstanding common shares of PSI in exchange for the issuance of 261,382,500 shares of the company's common stock and 1,000,000 shares of a newly-authorized Series A non-voting preferred stock ("Preferred Stock").
In October, the company filed a Current Report on Form 8-K to reflect the material acquisition of its wholly owned subsidiary, Psychrometric Systems, Inc. ("PSI"). In the transaction, the shareholders of PSI were issued approximately 89% of the currently outstanding common stock of the Company. PSI was founded in January 1993 by George A. Kast, President and Chief Executive Officer. Mr. Kast and members of his family had been in the cooling tower industry since 1983. The predecessor company, Thermal-Dynamic Towers, Inc., was sold to GEA AG, a large European conglomerate in 1991.
Global Water Technologies
Effective November 5, 1997, the name of the registrant was changed to Global Water Technologies, Inc. The name change was accomplished in accordance with Sections 242 and 228 of the General Corporate Law of Delaware, which provide that the certificate of incorporation of a Delaware corporation may be amended by the consent of a majority of the outstanding common stock of a company without calling a meeting of all of the company's shareholders. The company's trading symbol was also changed to "GWTR" on that date.
As of December 31, 1997, the company employed 52 full time individuals in the fields of engineering, management, marketing, accounting, finance, drafting, design, construction, law and administrative support throughout its operations. The company also employed crews, ranging from approximately 30 to 170 individuals, to handle cooling tower projects requiring field installation.
At the end of 1998, the company had 294,854,250 shares outstanding of common stock, with 800,000,000 authorized shares under its Articles of Incorporation.
The company experienced rapid growth in the late 1990s, with revenues increasing from $18,697,292 in 1997 to $67,952,967 in 1999. The company employed 94 full-time individuals by December 31, 2000.
On June 30, 2000, the company had a reverse stock split of 1 for 60, so that holders as of the record date received one share of common stock for each 60 shares previously held. The reverse split reduced the approximately 360,000,000 shares issued and outstanding to 5,990,048 shares (with the officers and directors owning approximately 74% of the outstanding common stock) and reduced the authorized common stock of the company from 800,000,000 shares to 13,333,333 shares.
On June 27, 2001, at its annual meeting, the company increased the authorized shares of common stock to 25,000,000.
At the end of 2001, the company employed 136 full-time individuals and reported consolidated financial statements for the year with operating revenues totaling $85,643,352 and expenses totaling $84,774,000. National Energy Production Corporation (NEPCO), an Enron subsidiary, accounted for $27.8 million in recognized revenue in 2001, or 32.4% of total 2001 revenue. Total assets were reported at $60,135,000 and total debt at $55,713,000, with $6,388,554 maturing in 2002.
Delisting and bankruptcy
On August 12, 2002, the company filed a Form 15 with the Securities and Exchange Commission terminating its registration as a reporting company and suspending its duty to file further reports. As a result, the company's stock was no longer eligible for trading on the Over The Counter Bulletin Board (OTCBB) and has since been trading solely on the Pink Sheets (OTCmarkets.com).
On February 1, 2003, the company consummated a transaction with a private investment banking firm to acquire its three wholly owned subsidiaries: Psychrometric Systems, Inc. (PSI); Global Water Services, Inc. (GWS) and Applied Water Technologies, Inc. (AWT).
On February 21, 2003, PSI filed Chapter 11 reorganization, which was later converted to a Chapter 7 bankruptcy.
On May 15, 2003, Global Water Technologies also announced that it had filed for Chapter 11 reorganization under the Federal Bankruptcy code and the stock symbol was changed to GWTRQ.
On July 8, 2004, the company announced that its plan of reorganization had been confirmed by the U.S. Bankruptcy Court and its share structure remained intact. The stock symbol reverted to GWTR.
In November 2004, the company increased its authorized shares from 25 million to 250 million and reorganized with five employees.
The company then pledged its new shares through the issuance of 5% secured convertible debentures totaling $550,000 and due November 23, 2006. In December, $20,000 of the debt was converted into 266,666 shares of stock.
In August 2005, the company issued an additional $427,500 of 7% debentures and restructured the remaining debentures so that all were due at August 8, 2007. Both debentures were declared exempt from registration pursuant to Rule 504 of Regulation D.
Electric H2O and Produced Water
Following its emergence from bankruptcy, Global Water Technologies was no longer in the cooling tower sales and construction business. However, it formed Electric H2O, Inc., which continued to develop non-chemical water treatment solutions for cooling towers that had been started under its Applied Water Technologies subsidiary. In addition, the company attempted to develop new technologies for produced water that required treatment in the natural gas and oil industries.
On October, 31, 2005, the company sold 10 percent of its Electric H2O subsidiary to one of its suppliers.
Unaudited 2005 operating revenues were reported as $167,018 with $800,817 in expenses that generated an operating loss of $633,799.
In the following years, the company used its common stock to raise funds, pay compensation and redeem its convertible debentures. By the end of the first quarter in 2006, the number of outstanding common shares was 102,009,146. By December 31, 2006, the number of outstanding shares was 228,478,835.
On January 19, 2007, the company increased its authorized shares to 500 million.
By March 23, 2007, the company had issued 55,013,892 shares of common stock on conversion of $156,220 of its debentures.
On June 13, 2007, the company increased its authorized shares to 1 billion.
On June 18, 2007, Global Water completed an offshore subscription agreement that sold 165 million restricted shares for $600,000.
On October 19, 2007, the company redeemed the balance of its convertible debentures for a cash payment of $571,180 and an issuance of 10,689,020 shares. The company borrowed $600,000 from a third party to redeem the convertible debentures and another $150,000 for operating expenses.
On March 19, 2008, the company sold its Electric H2O and produced water subsidiaries to the third party for the two loans totaling $750,000, a cash payment of $450,000 and a 60-month promissory note in the amount of $8 million.
In December 2008, the company and the third party rescinded the sale of the subsidiaries, such that Global Water Technologies retained Electric H2O and the third party retained the produced water subsidiary and no additional payments were due.
By the end of 2008, the company and its Electric H2O subsidary had generated total operating revenues of approximately $750,000 since emerging from bankruptcy in 2004. Expenses during that period totalled approximately $2,450,000, resulting in losses of approximately $1,700,000. On December 31, 2008 all 1 billion of the company's authorized common shares were issued and outstanding.
On January 7, 2009, Global Water Technologies announced new board members. On January 19, 2009, George Kast tendered his resignation as Chairman and CEO. On January 22, 2009, the board asked Erik Hromadka, a new board member, to serve as CEO, effective February 1, 2009. Board member Tim Coughlin was asked to serve as Chairman.
On March 20, 2009, the company entered into a comprehensive agreement with George Kast to resolve a number of issues. Ensuing litigation in June 2009 led to an amendment of that agreement and a final settlement on March 4, 2010. As a result, a total of 195,838,346 shares were returned to the company treasury.
On June 30, 2010, the company entered into a comprehensive agreement with Tim Coughlin and accepted his resignation as Chairman. As a result, an additional 63,581,217 shares were returned to the company treasury.
During 2010 and 2011, the company issued 53,000,000 shares to secure professional services.
As of March 31, 2011, Global Water Technologies had 793,580,437 shares outstanding of its 1 billion authorized common shares, 574,521,145 free-trading shares and 174 shareholders of record. An additional 145,000,000 shares have been reserved for convertible promissory notes totaling $360,000 that have maturity dates in 2011 and 2013.
More recent information is available on the company's News page.
FORWARD LOOKING STATEMENT
Statements on this web site relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors inherent in doing business. Forward-looking statements may be identified by terms such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "forecasts," "potential," or "continue," or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The company has no obligation to update these forward-looking statements.