UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2009
£ 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: 000-53246
CELLTECK, INC.
(Exact name of small business as specified in its charter)
Nevada 98-0550353
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
417 Exeter Road, London, ON Canada N6E 2Z3
(Address of principal executive offices)
(519) 963-0668
(Issuer'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. YesS 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.
Large accelerated filer£ Accelerated filer£ Non-accelerated filer (Do not check if a smaller reporting company)£
Smaller reporting companyS
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes£ NoS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The Issuer had 61,633,891 shares of common stock outstanding as of August 5, 2009.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | Page No. |
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Item 1. Financial Statements | 4 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 12 |
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Item 3 Quantitative and Qualitative Disclosures About Market Risk. | 14 |
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Item 4T. Controls and Procedures | 14 |
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PART II. OTHER INFORMATION |
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Item 1 Legal Proceedings | 15 |
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Item 1A Risk Factors | 15 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
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Item 3. Defaults Upon Senior Securities | 15 |
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Item 4 Submission of Matters to a Vote of Security Holders | 15 |
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Item 5. Other Information | 15 |
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Item 6. Exhibits | 15 |
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SIGNATURES | 16 |
2
Forward Looking Statements
The Company desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This report contains a number of forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, future results and events and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," " anticipate," "estimate," "may," "will ," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances. Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this report. Our actual results, per formance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CELLTECK, INC.
CONTENTS | PAGES |
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BALANCE SHEETS | 5 |
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STATEMENTS OF INCOME | 6 |
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STATEMENTS OF STOCKHOLDERS’ EQUITY | 7 |
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STATEMENTS OF CASH FLOWS | 8 |
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NOTES TO FINANCIAL STATEMENTS | 9 |
4
CELLTECK, INC.
BALANCE SHEETS - unaudited
June 30, 2009 and December 31, 2008
____________________________________________________________________________________________
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| June 30, |
| Dec 31, |
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| 2009 |
| 2008 |
ASSETS |
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CURRENT ASSETS |
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Cash | $ | 173 | $ | 72 |
Accounts receivable |
| 9,150 |
| 5,564 |
Inventory - for resale |
| 3,426 |
| 8,259 |
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Total Current Assets | $ | 12,749 | $ | 13,895 |
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
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CURRENT LIABILITIES |
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Accounts payable | $ | 42,340 | $ | 54,605 |
Accounts payable - related parties |
| 160,055 |
| 148,766 |
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Total Current Liabilities |
| 202,395 |
| 203,371 |
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STOCKHOLDERS' DEFICIENCY |
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Preferred stock |
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100,000,000 shares authorized at $.0001 par value - none out |
| - |
| - |
Common stock |
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300,000,000 shares authorized at $.0001 par value |
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61,633,891 shares issued and outstanding |
| 6,163 |
| 6,163 |
Capital in excess of par value – deficiency |
| 463 |
| 463 |
Accumulated deficit |
| (196,272) |
| (196,102) |
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Total Stockholders’ Deficiency |
| (189,646) |
| (189,476) |
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| $ | 12,749 | $ | 13,895 |
The accompanying notes are an integral part of these financial statements
5
CELLTECK, INC.
STATEMENT OF OPERATIONS -unaudited
For the Three and Six Months Ended June 30, 2009 and 2008
___________________________________________________________________________________________
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| Three Months |
| Six Months | ||||
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| June 30, |
| June 30, |
| June 30, |
| June 30, |
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| 2009 |
| 2008 |
| 2009 |
| 2008 |
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SALES | $ | 6,766 | $ | 3,194 | $ | 15,852 | $ | 5,705 |
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COST OF SALES |
| 1,926 |
| 180 |
| 4,833 |
| 252 |
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Gross profit |
| 4,840 |
| 3,014 |
| 11,019 |
| 5,453 |
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EXPENSES |
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Administrative |
| 6,245 |
| 5,451 |
| 11,189 |
| 12,877 |
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NET LOSS | $ | (1,405) | $ | (2,437) | $ | (170) | $ | (7,424) |
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NET LOSS PER COMMON SHARE |
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Basic and diluted | $ | - | $ | - | $ | - | $ | - |
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AVERAGE OUTSTANDING |
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SHARES -stated in 1,000's |
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Basic |
| 61,634 |
| 61,634 |
| 61,634 |
| 61,634 |
The accompanying notes are an integral part of these financial statements
6
CELLTECK, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (deficiency)
For six months ended June 30, 2009 (unaudited) and the year ended December 31, 2008
_________________________________________________________________________________________
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| Capital in |
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| Common Stock |
| Excess of |
| Accumulated | ||
| Shares |
| Amount |
| Par Value |
| Deficit |
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Balance December 31, 2008 | 61,633,890 |
| 6,163 |
| 463 |
| (196,102) |
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Net operating loss for the year |
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ended December 31, 2008 | - |
| - |
| - |
| (7,241) |
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Balance December 31, 2008 | 61,633,890 |
| 6,163 |
| 463 |
| (196,102) |
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Net operating loss for the period |
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ended June 30, 2009 | - |
| - |
| - |
| (1,405) |
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Balance June 30, 2009 | 61,633,890 | $ | 6,163 | $ | 463 | $ | (196,272) |
The accompanying notes are an integral part of these financial statements.
7
CELLTECK, INC.
STATEMENT OF CASH FLOWS - unaudited
For the Three Months Ended June 30, 2009 and 2008
_____________________________________________________________________________________
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| June 30, |
| June 30, |
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| 2009 |
| 2008 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net income (loss) | $ | (170) | $ | (7,424) |
| Adjustments to reconcile net loss to |
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| net cash provided by operating activities |
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Changes in accounts receivable |
| (3,586) |
| - | |
Changes in inventory |
| 4,833 |
| 252 | |
Changes in accounts payable |
| - |
| (999) | |
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| Net Changes in Cash from Operations |
| 1,077 |
| (8,171) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
| - |
| - | |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from related parties |
| (979) |
| 8,039 | |
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| Net Increase (Decrease) in Cash |
| 101 |
| (132) |
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| Cash at Beginning of Period |
| 72 |
| 544 |
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| Cash at End of Period | $ | 173 | $ | 412 |
The accompanying notes are an integral part of these financial statements.
8
CELLTECK, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
_______________________________________________________________________________________________
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Cellteck, Inc. (formerly Safe Cell Tab, Inc.) (the "Company") was organized to serve as a vehicle for the re-organization and spin-off of the Safe Cell Tab, Inc. business and exists as its successor in interest. The Company was incorporated on May 9, 1996, in the province of British Columbia, with authorized 10,000 common shares par value $1.00. On August 22, 2003 (as amended), the Company was acquired by Claremont Technologies Corp, as a wholly owned subsidiary. On August 21, 2008, the Company completed a forward stock split from 8,680 outstanding common shares to 61,633,891 common shares. The post split outstanding shares have been shown from inception. As a result of the re-organization, the Company changed its domicile to the state of Nevada and changed its authorized capital stock to 300,000,000 shares common stock and 100,000,000 shares preferred stock, each with a par value of $.0001. The Company made several name changes resulting in its present name.
The Company is in the business of pursuing the marketing and sales of the Safe Cell Tab product line. The Safe Cell Tab is a small, thin, oval shaped device designed to be placed on cell phones, cordless phones, laptops and any other hand held devices that emit potentially harmful electronic radiation (EMF).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company maintains its general ledger and journals and recognizes income and expenses based on the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied in the presentation of financial statements.
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.
Dividend Policy
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
On June 30, 2009 the Company had a net operating loss carry forward; however, the use of most of the income tax benefit from the loss carry forward will not be available for carry forward because the former parent Company has filed consolidated tax returns using its share of the loss. The remaining loss available for carry forward has not been determined.
Inventory
Inventory is stated at the lower of cost or market using the first in first out method.
Basic and Diluted Net Income (Loss) Per Share
Basic net incomes (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
9
CELLTECK, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
____________________________________________________________________________________________
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Translation
Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred,
at the exchange rate in effect at the time, and therefore, no gains or losses are recognized from the translations. US dollars are considered to be the functional currency.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risk except for the accounts receivable, however, they are considered to be fully collectable.
Revenue Recognition
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”), as amended by SAB No. 101A and SAB No. 101B. SAB No. 101 requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed and determinable; and (iv) collectability is reasonably assured.
Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. The Company has concluded that its revenue recognition policy is appropriate and in accordance with accounting principles generally accepted in the United States of America and SAB No. 101.
Revenues are exclusive for the sales of the Company’s products; the Company does not sell services. Revenue is recognized at the time of shipping determined as F.O.B loading dock. Products prices are fixed and are determined at the time of shipping, inclusive of all volume or other available discounts. Returns policy includes accounting for returns drawn from a return pool that is adjusted quarterly as required under the GAAP estimated return criteria. Historically, the return of products has been non-material.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
10
CELLTECK, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
_________________________________________________________________________________________________
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 161 “Disclosures about Derivative Instruments and Hedging Activities”. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact of SFAS 161 on its financial statements but does not expect it to have a material effect.
In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. This Staff Position is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Application of this FSP is not currently applicable to the Company.
In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60 (SFAS 163). This statement clarifies accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. SFAS 163 is effective for fiscal years and interim periods within those years, beginning after December 15, 2008. Because the Company does not issue financial guarantee insurance contracts, it does not expect the adoption of this standard to have an effect on its financial position or results of operations.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. SFAS 162 is not expected to have a material impact on the Company’s financial statements.
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors and principal management have acquired 40,000 shares of the outstanding stock of the Company. Former affiliates and related parties of the Company have made demand, no interest, loans to the Company of $ 160,055 represented as accounts payable.
4. GOING CONCERN
The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective. As of July 23, 2009, the company has remaining $125,000 of its $150,000 related parties operating line of credit established August 31, 2008, which management believes shall be sufficient to meet its operating and financial obligations for fiscal year 2009.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
Certain statements in the Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “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. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expec tations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section under “Risk Factors”. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise
Overview
The Company was organized to serve as a vehicle for the re-organization of Safe Cell Tab, Inc. and exists as its successor in interest. The Company was incorporated on May 9, 1996, and is in the business of pursuing the marketing and sales of the Safe Cell Tab product line. The Safe Cell Tab is a small, thin, oval shaped device designed to be placed on cell phones, cordless phones, laptops and any other hand held devices that emit potentially harmful electronic radiation (EMF). The success of our Company depends largely on our ability to weather the current economic environment and the potentially benefit of successfully implementing our professional athlete testimonial initiatives.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
The following table presents the statement of operations for the three and six months ended June 30, 2009 as compared to the comparable period of 2008. The following discussion is based on these results.
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| Three Months |
| Six Months | ||||
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| June 30, |
| June 30, |
| June 30, |
| June 30, |
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| 2009 |
| 2008 |
| 2009 |
| 2008 |
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SALES | $ | 6,766 | $ | 3,194 | $ | 15,852 | $ | 5,705 |
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COST OF SALES |
| 1,926 |
| 180 |
| 4,833 |
| 252 |
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Gross profit |
| 4,840 |
| 3,014 |
| 11,019 |
| 5,453 |
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EXPENSES |
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Administrative |
| 6,245 |
| 5,451 |
| 11,189 |
| 12,877 |
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NET LOSS | $ | (1,405) | $ | (2,437) | $ | (170) | $ | (7,424) |
Results of Operations for the Three and Six Months Ended June 30, 2009.
Net Revenue
Net revenue for the three months ended June 30, 2009 totaled $6,766 compared to $3,194 for the three months ended June 30, 2008, an increase of $3,572, or approximately 111.8%. The increase was due to expanding the whole sales of the product.
12
Operating Expenses
Operating expenses for the three months ended June 30, 2009 totaled $8,171 or approximately 120.8% of net revenue, compared to $5,631 or approximately 176.3% of net revenue for the three months ended June 30, 2008. The increase in operating expenses of $2,540, or approximately 37.5%, was due to increase in cost of sales.
Net Income Profit (Loss)
Loss from operations for the three months ended June 30, 2009 was ($1,405), or approximately 20.76% of net revenue, as compared to loss from operations of ($2,437) or approximately 76.3% of net revenue for the three months ended June 30, 2008, an increase in income from operations of $3,572 or approximately 111.8%. The increase in income was due to an increase in our revenue as described above.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed our operations, capital expenditures and liquidity needs primarily through cash from operations and related parties borrowings. Cash and cash equivalents were $173 at June 30, 2009 and current assets totaled $12,749 at June 30, 2009.(Cash and Inventory valued at cost). The Company's total current liabilities were $202,395 at June 30, 2009. Working capital at June 30, 2009 was $(196,272).
We expect for the foreseeable future that funds from operations will not provide us with sufficient capital to fund our continuing operations. Until such time cash flows from operations cover current operational requirements as well as servicing our debt, we will be required to increase borrowings or raise funds through the offering of private placements.
Working Capital Arrangement
We entered into a financial arrangement with a then related party, whereby we have at our disposal a $150,000 line of credit for ongoing operational and general company expenses. We believe this operating line of credit will be sufficient to meet our financial needs for fiscal year 2009.
Critical Accounting Policies
Management's discussion and analysis of its financial condition and results of operations is based upon the Company’s financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The Company’s financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that the following reflect the more critical accounting policies that currently affect the Company’s financial condition and results of operations.
Inventory
Inventory is stated at the lower of cost or market using the first in first out method.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risk except for the accounts receivable, however, they are considered to be fully collectable.
13
Revenue Recognition
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”), as amended by SAB No. 101A and SAB No. 101B. SAB No. 101 requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed and determinable; and (iv) collectability is reasonably assured.
Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. The Company has concluded that its revenue recognition policy is appropriate and in accordance with accounting principles generally accepted in the United States of America and SAB No. 101.
Revenues are exclusive for the sales of the Company’s products; the Company does not sell services. Revenue is recognized at the time of shipping determined as F.O.B loading dock. Products prices are fixed and are determined at the time of shipping, inclusive of all volume or other available discounts. Returns policy includes accounting for returns drawn from a return pool that is adjusted quarterly as required under the GAAP estimated return criteria. Historically, the return of products has been non-material.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4T. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, our management, including our principal executive officer and our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based upon that evaluation, our principal executive officer and our chief financial officer have concluded that our disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of Mr. Gus Rahim, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the
authorization of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2009. Based on that evaluation, Mr. Gus Rahim concluded that as of June 30, 2009, and as of the date that the evaluation
of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they were intended.
This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this quarterly report.
Changes in Internal Controls over Financial Reporting.
During the quarterly period ending June 30, 2009, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
To our knowledge, there is no material litigation pending or threatened against us.
Item 1A. Risk Factors.
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
31 Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 12, 2009
CELLTECK, INC.
By:/s/ Gus Rahim
Gus Rahim
President and Chief Executive Officer
(Principal Executive Officer)
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