FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report under Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the Quarterly Period Ended February 28, 2003
[ ] Transition under Section 13 or 15(d) of the Securities and Exchange Act
of 1934
(No fee required) for the period from _____ to ________
Commission File Number 0-33255
NEWTECH RESOURCES LTD.
(Exact Name Of Registrant As Specified In Its Charter)
Incorporated in the State of Nevada
IRS Employer Identification Number 98-0342217
Address: 841 West Broadway, Suite 200, Vancouver, B.C. V5Z 1J9
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Check whether the issuer: (1) filed all reports required to be filed by Telephone: (604) 729-5790 Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of equity, as of the latest practicable date: Common Stock: 11,060,000 shares - March 25, 2003
Transitional Small Business Disclosure Format: Yes [ ] No [x]
__________________________________________________________________________________________________________________________________________
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Attached hereto and incorporated herein by reference.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following information contains certain forward looking statements that anticipate future trends or events. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including but not limited to the risks of increased competition in the company's industry and other risks detailed in the company's U.S. Securities and Exchange Commission filings. Accordingly, actual results may differ, possibly materially, from the predictions contained herein. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by the Company that attempt to advise interested parties of the factors which affect the Company's business, in this report, as well as all the Company's periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the Securities and Exchange Commission.
During the three months ended February 28, 2003, operating expenses totaled $42,640, and experienced a net loss of $42,640 against no revenues, as compared to a net loss of $55,729 against no revenues for the three months ended February 28, 2002. The increase in operating expenses were a result of increased interest expenses, and a decrease in legal, transfer agent fees and research expenses. However, also during the three months ended February 28, 2003, the Company was trying to improve product output after the purification stage, and was seeking additional financing. As such, the company made no advances to Kaizen Food Corporation, as compared to $16,000 in advances in February 28, 2002.
The earnings per share (fully diluted) was a net loss of $0.004 for the three month period ended February 28, 2003, compared to a net loss of $0.005 for the three month period ended February 28, 2002.
Reference is made to Item 2, "Management's Discussion and Analysis" included in the company's registration statement on Form 10-KSB for the year ended August 31, 2002, on file with the U.S. Securities and Exchange Commission.
SIX MONTHS ENDED February 28, 2003 and 2002
Operating expenses for the six months ended February 28, 2003, totaled $105,008 and the company experienced a net loss of $105,008 against no revenues, as compared to a net loss of $121,259 against no revenues for the six months ended February 28, 2002. The increase in operating expenses were a result of increased interest and transfer agent fee expenses, and a decrease in legal and research expenses.
The earnings per share (fully diluted) was a net loss of $0.009 for the six month period ended February 28, 2003 compared to a net loss of $0.011 for the six month period ended February 28, 2002.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the company has financed its cash flow and operations from the sale of stock and notes payable to shareholders. The company's total cash and cash equivalent position as at February 28, 2003 was $47,782 and as at August 31, 2002 was $156,540.
For the six months ended February 28, 2003 net cash used in operating activities was ($108,758) compared to cash used in operating activities of ($85,719) for the same period in 2002. Net cash used in operating activities for 2003 consisted mostly of loss from operations and decreases in accounts payable.
Net cash provided by financing activity of $0 for the six months ended February 28, 2003, and $200,000 for the same period in 2002. Financing activity for 2002 resulted from advances from shareholders.
Working capital deficiency as of February 28, 2003 and August 31, 2002 was ($551,418) and ($446,410) respectively.
The company has no external sources of liquidity in the form of credit lines from banks. Management believes that its available cash will be sufficient to fund the company's working capital requirements through May 31, 2003. Management further believes that available cash will be sufficient to implement the company's research and development plans. No investment banking agreements are in place and there is no guarantee that the company will be able to raise capital in the future should that become necessary.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Reference is made to Risk Factors in Part 1. Item 1. Included in the company's registration statement on Form 10-SB for the year ended August 31, 2001, and Form 10-KSB for the year ended August 31, 2002 on file with the U.S. Securities and Exchange Commission.
The company does not have any derivative financial instruments as of February 28, 2003. However, the company is exposed to interest rate risk.
The company's interest income and expense are most sensitive to changes in the general level of U.S. and Canadian interest rates. In this regard, changes in U.S. and Canadian interest rates affect the interest paid on the company's cash equivalents as well as the interest paid on debt.
FOREIGN CURRENCY RISK
The company operates primarily in Canada. Therefore, the company's business and financial condition is sensitive to currency exchange rates or any other restriction imposed on its currency.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.None.
Item 2. Changes in Securities and Use of Proceeds. None.
Item 3. Default Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders.
- The company's annual meeting of shareholders was held on August 31, 2002.
- The following directors and officers were re-elected to serve until the 2003 annual meeting of shareholders or until their successors are duly elected and qualified.
Terry Woo Director/Chief Executive Officer/ President
Chui Keung Ho Director/Chief Financial Officer/Secretary/
Treasurer
Item 5. Other Information. None.
Item 6.a. Exhibit 27.None.
Item 6.b. Reports on Form 8-K.None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEWTECH RESOURCES LTD.
(Registrant)
Dated: March 25, 2003 /s/ Terry Woo, President and Director
CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
We, Terry Woo, Chief Executive Officer and Chiu Keung Ho, Chief Financial Officer of the Company certify that:
1) We have reviewed this quarterly report on Form 10-QSB of the Company;
2) Based on our knowledge, this quarterly 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 quarterly report;
3) Based on our knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4) We are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5) We have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6) We have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
/s/ Terry Woo /s/ Chui Keung Ho
--------------------------------- __________________
Terry Woo Chui Kueng Ho
Chief Executive Officer Chief Financial Officer
NEWTECH RESOURCES LTD.
INTERIM FINANCIAL STATEMENTS
FEBRUARY 28, 2003
Newtech Resources Ltd.
(a development stage company)
(a Nevada Corporation)
Interim Balance Sheet
As at February 28, 2003 and August 31, 2002
(in U.S. Dollars)
ASSETS | February 28 (unaudited) | August 31 | |||
Current | 2003 | 2002 | |||
Cash | $ 47,782 | $ 156,540 | |||
Total assets | $ 47,782 | $ 156,540 | |||
LIABILITIES | |||||
Current | |||||
Accounts payable and accrued liabilities | $ 139,200 | $ 142,950 | |||
Notes payable-shareholders ( Note 4 ) | 460,000 | 460,000 | |||
Total liabilities | 599,200 | 602,950 | |||
DEFICIENCY IN ASSETS | |||||
Capital Stock ( Note 5 ) | |||||
Authorized | -30,000,000 common shares with par value of $.001 | ||||
Issued | -11,060,000 common shares ( 2002 - 11,060,000) | 11,060 | 11,060 | ||
Contributed surplus ( Note 5 ) | 224,190 | 224,190 | |||
Deficit | (786,668) | (681,660) | |||
(551,418) | (446,410) | ||||
$ 47,782 | $ 156,540 | ||||
Commitments (Note 8)
Approved by the Board
/s/ Terry Woo Director
/s/ Chui Keung Ho Director
The accompanying notes are an integral part of these financial statements
Newtech Resources Ltd.
(a development stage company)
(a Nevada Corporation)
Unaudited Interim Statement of Operations
For the 3 months and 6 months ended February 28, 2003 and February 28, 2002
(in U.S. Dollars)
3 Months Ended | 6 Months Ended | |||
2003 | 2002 | 2003 | 2002 | |
Expenses | ||||
Audit and accounting | 300 | - | 1,300 | - |
Bank charges | - | - | 60 | 30 |
Filing and registration fees | 500 | 1,229 | 11,808 | 6,229 |
Interest on note payable | 11,500 | 6,500 | 23,000 | 13,000 |
Legal | 340 | 2,000 | 3,840 | 7,000 |
Management and consulting fees (Note 6) | 30,000 | 30,000 | 60,000 | 60,000 |
Research | - | 16,000 | 5,000 | 36,000 |
42,640 | 55,729 | 105,008 | 121,259 | |
Net loss for the period | (42,640) | (55,729) | (105,008) | (121,259) |
Net loss per common share | $ (0.004) | $ (0.005) | $ (0.009) | $ (0.011) |
Number of common shares outstanding | 11,060,000 | 11,060,000 | 11,060,000 | 11,060,000 |
The accompanying notes are an integral part of these financial statements
Newtech Resources Ltd.
(a development stage company)
(a Nevada Corporation)
Unaudited Interim Statement of Cash Flow
For the 6 months ended February 28, 2003 and February 28, 2002
(in U.S. Dollars)
2003 | 2002 | ||||
Operating activities - | |||||
Net loss for the period | $ (105,008) | $ (121,259) | |||
Adjustments to reconcile net loss to net cash | |||||
used by operating activities | |||||
Changes in operating assets and liabilities: | |||||
(Decrease) increase in accounts payable and accrued liabilities | (3,750) | 35,540 | |||
|
| ||||
Net cash used in operations | (108,758) | (85,719) | |||
Financing activity- | |||||
Advances from shareholders | - | 200,000 | |||
Cash provided by financing activity | - | 200,000 | |||
Change in cash during the period | (108,758) | 114,281 | |||
Cash, beginning of period | 156,540 | 86,690 | |||
Cash, end of period | $ 47,782 | $ 200,971 | |||
Supplemental Disclosures of Cash Flow Information | |||||
Cash paid during the period for: | |||||
Interest | $ - | $ - | |||
Income taxes | $ - | $ - | |||
The accompanying notes are an integral part of these financial statements
Newtech Resources Ltd.
(a development stage company)
( a Nevada company)
Notes to Unaudited Interim Financial Statements
February 28, 2003
1. Operations
The Company was organized under the laws of the State of Nevada on July 28, 1998. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States.
The accompanying unaudited financial statements have been prepared by Newtech Resources Ltd., in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial statements. Accordingly, certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management of the Company, the unaudited financial statements reflect all adjustments consisting only of normal recurring adjustments, necessary for a fair presentation of the Company's financial position at February 28, 2003, its operating results for the three months and six months ended February 28, 2003 and 2002 and cash flows for the six months ended February 28, 2003 and 2002.
The balance sheet at August 31, 2002 has been derived from the Company's audited financial statements as at that date. These financial statements and notes should be read in conjunction with the Company's audited financial statements and notes thereto contained in the Company's Form 10-SB and its amendments filed with the Securities and Exchange Commission.
The results of operations for the six months ended February 28, 2003 are not necessarily indicative of the results that may be expected for future quarters or for the year ended August 31, 2003.
- Significant accounting policies
(a) Use of estimates
The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as at the date of the financial statements, the reported revenues and expenses during the reporting periods and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.
(b) Loss per share
The Company reports loss per share in accordance with SFAS No. 128, Earnings per Share, which requires the reporting of both basic and diluted earnings per
Newtech Resources Ltd.
(a development stage company)
( a Nevada company)
Notes to Unaudited Interim Financial Statements
February 28, 2003
share. Net loss per share-basic is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Because the Company has no common stock equivalents, no difference exists between basic and diluted earnings per share.
(c) Income taxes
The Company follows the policies of Statement of Financial Accounting Standards No 109, Accounting for Income taxes which requires use of the asset and liability method of accounting for income taxes. Under this method, future income taxes are recognized for the future tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Future income tax assets are evaluated and if realization is not considered " more likely than not", a valuation allowance is provided.
(d) Research
Research expenses are charged to income in the year that they are incurred. Research costs of $ nil (2002- $16,000) and $5,000 ( 2002 - $ 36,000) was expensed for the 3 month and 6 month periods ended February 28, 2003 respectively.
(e) Financial instruments
The fair values of the financial instruments approximate their carrying value.
Financial instruments which potentially subject the Company to concentration of credit risk consist of cash deposits.
Cash balances are held principally at one financial institution and, may at times, exceed insurable amounts. The Company believes it mitigates its risk by investing in or through major financial institutions. Recoverability is dependent upon the performance of the institution.
3 Licence Fee.
The Company acquired from Kaizen Food Corporation, the exclusive North American rights to market, sell and distribute technology referred to as "Modified Cystatins". As condition of the license agreement, the Company is to pay cash or arrange financing in the amount of $ 40,000 on June 30, 2001 and an additional $ 2,000,000 on June 30, 2004. The Company is required to make quarterly royalty payments of 8% of sales with a minimum annual royalty payment of $ 30,000.
Newtech Resources Ltd.
(a development stage company)
( a Nevada company)
Notes to Unaudited Interim Financial Statements
February 28, 2003
4 Short term borrowings
Feb 28, 2003Aug 31, 2002
Notes payable to shareholders, bearing interest at a rate of 10% $460,000 $460,000
The note payable to a shareholder is due on demand and bears interest at 10% per annum.
5. Share capital
In July 1998, the Company issued 2,750,000 shares of its Common Stock to its initial shareholders for cash consideration of $ 2,750 ($0.001 per share).
In February 1999, the Company issued 8,250,000 shares of its Common Stock for cash consideration of $ 82,500 ($0.01 per share)
In March 1999, the Company issued 60,000 shares of its Common Stock for cash consideration of $ 150,000 ($ 2.50 per share)
There are no warrants or options to purchase common stock as at February 28, 2003.
6. Related party transactions and management services
Joist Management Ltd. is related by management contract to provide administrative and general office services to the Company. None of the shareholders, officers or directors of Joist Management Ltd. are shareholders of Newtech Resources Ltd. The Company paid management fees of $ 60,000 and $ 60,000 for the six months ended February 28, 2003 and February 28, 2002.
7. Going concern
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. Management's plan in this regard is to seek additional funding through equity and/or debt and upon achievement of scale-up to commercial production levels, commencing sales. Initially these sales will be made to markets, such as research laboratories, where FDA approval is not required. The operating expenses of the Company are expected to be lower with the reduction of startup costs associated with legal, accounting and consulting.
Newtech Resources Ltd.
(a development stage company)
( a Nevada company)
Notes to Unaudited Interim Financial Statements
February 28, 2003
8. Commitment and contingencies
The Company's office space is provided to it on a month to month basis by its management company and is included in its management fee.
9. Cumulative statement of operations since inception
The following supplemental information is provided related to the cumulative statement of operations since inception.
Expenses
Audit and accounting $ 7,300
Bank charges 278
Filing and registration 20,422
Interest income (3,994)
Interest expense 61,425
Legal 31,066
Management fees 559,171
Research111,000
Total786,668