The accompanying notes are an integral part of these financial statements.
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RadTek, Inc.
Consolidated Notes to the Financial Statements
September 30, 2015 (Unaudited)
Note 1 – Nature of Business
(a) Description of Business
RadTek, Inc. (the “Company”) was incorporated in Nevada on December 18, 2009, under the laws of the State of Nevada, for the purpose of providing management consulting services to the small or median sized private companies in the Taiwan that want to look for business partners, or agencies, or financing resources, or to become public through IPO or reverse merger in the United States, or Canada.
The Company was a subsidiary of USChina Channel Inc., and spun off on March 15, 2010. As of March 18, 2013 the company filed with the Nevada Secretary of State and subsequently with the SEC and FINRA for a name change to RadTek, Inc., change to the Articles of Incorporation. With this the ticker of the company also changed to RDTK and created a class of preferred stock with 10,000,000 shares issuable. No preferred shares have been issued to date.
On November 26, 2013, the Company acquired RadTek, Co. Ltd. RadTek, Co., Ltd. was incorporated under the laws of Republic of Korea in May 2001, and is engaged in developing and marketing radiation-imaging system and equipment that employ digital radiography technology. The systems offered are primarily in the line of radiation scanning and related engineering services for users in various fields such as biotechnology, medical, product quality control, and security system. The specific product line includes food inspection systems, X-ray diagnosis related systems, baggage and container inspection systems, and radiation safety engineering. As the market in this field is dominated by high-priced systems for large users, the Company aims to focus on the niche market of small users by offering low-cost models.
On December 31, 2012, RadTek, Co., Ltd. entered into an agreement to acquire a company (a Nevada corporation) listed on “Over-the-Counter” Market of the United States. This transaction was completed in February 2013, and has resulted in the acquisition of 89.6% of the outstanding voting shares of the listed company at the consideration of $375,000 including transaction expenses. All amounts recorded as treasury stock in consolidated balance sheet as of December 31, 2013.
On November 26, 2013, the Company entered into a definitive agreement with RadTek, Co. Ltd.’s shareholders. Pursuant to the agreement, the Company purchased all of the outstanding securities of the RadTek, Co. Ltd. (1,900,000) in exchange for 95,000,000 common shares of the Company. RadTek Co. Ltd. shall be a wholly owned subsidiary of the Company. RadTek, Co. Ltd. is treated as the “accounting acquirer” in the accompanying financial statements. In the transaction, the Company issued 95,000,000 common shares to the shareholders of RadTek, Co. Ltd.; such shares represented, immediately following the transaction, 94% of the outstanding shares of the Company (excluding treasury stock of 55,375,000 shares). The transaction was accounted for as a “reverse merger” and a reverse recapitalization and the issuances of common stock were recorded as a reclassification between paid-in-capital and par value of Common Stock.
On January 15, 2014, the Board of Directors approved to increase authorized common shares from 60,000,000 common shares, par value $0.001 to 1,990,000,000 common shares, par value $0.001 per common shares and to effectuate a forward split of RadTek’s common stock at an exchange ratio of 50 for 1 so that each outstanding common share before the forward split shall represent 50 common shares after the forward split.
(b) Basis of Presentation and Going Concern Considerations
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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
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information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.
For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
These consolidated financial statements present the financial condition, and results of operations and cash flows of the operating companies.
The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses over the past years which have resulted in stockholders’ accumulated deficits of approximately $2,499 thousand and a working capital deficit of approximately $1,009 thousand at September 30, 2015. These conditions raise uncertainty about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is contingent upon its ability to secure additional financing, increase sales of its products and attain profitable operations. It is the intent of management to continue to raise additional capital to sustain operations and to pursue acquisitions of operating companies in order to generate future profits for the Company. However, there can be no assurance that the Company will be able to secure such additional funds or obtain such on terms satisfactory to the Company, if at all.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
Note 2 – Investment
The Company invested W30,000,000 (about US$28,000) in KTEX Ltd. in 2012. The Company has ownership of 3% of KTEX. The Company recognized loss on investment of $22,580 in 2013.The company recorded gain of $3,513 as comprehensive income in 2014.
Note 3 – Notes receivable
The Company loaned $292,700 (KRW 349,626,745) to C&D Corporation Co., Ltd. (See Note 9). It is on demand without interest. The Company loaned $226,036. It is initially due on July 28, 2015. The due date has been extended to July 28, 2016. The interest is 6% per annum. The company accrued interest of $5,157 as of September 30, 2015.
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Note 4 – Intangibles
The Company’s intangible assets are composed of the following as of September 30, 2015 and December 31, 2014:
Note 6 – Advances from Related Party
The Company, on an as need basis, borrows funds from a shareholder. The borrowings are unsecured and payments are made at the Company’s discretion. The borrowings are non-interest rate. Total borrowing as of September 30, 2015 and December 31, 2014 were $858,244 and $440,817 respectively.
Note 7 – Loan from related party
On April 1, May1, and July 2, 2014, the Company entered loan agreement of $50,000, $50,000 and $60,000 with related party, respectively. The interest is 2% per annum and repayment date is March 24, 2015. As of December 31, 2014, the Company borrowed $160,000 from related party. As of December 31, 2014, accrued interest of $1,284 has been recorded in accounts and other payable. The Company repaid $160,000 in January 2015.
The Company entered loan agreement of $380,000 with ADQD Inc. on August 12, 2015. The interest was 0% and it was fully repaid to the Company on August 31, 2015. As of September 1, 2015, the Company borrowed $100,000 from ADQD Inc. The interest is 0% per annum and repayment date is September 2, 2016.
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Note 8 – Common stock
On November 26, 2013, the Company entered into a definitive agreement with RadTek, Co. Ltd.’s shareholders. Pursuant to the agreement, the Company purchased all of the outstanding securities of the RadTek, Co. Ltd. (1,900,000) in exchange for 95,000,000 common shares of the Company.
As of December 31, 2013, the Company holds 55,375,000 common shares ($375,053) as treasury stocks recorded as capital adjustment.
On January 15, 2014, the Board of Directors approved to increase authorized common shares from 60,000,000 common shares, par value $0.001 to 1,990,000,000 common shares, par value $0.001 per common shares and to effectuate a forward split of RadTek’s common stock at an exchange ratio of 50 for 1 so that each outstanding common share before the forward split shall represent 50 common shares after the forward split. All share amounts have been retroactively adjusted for all periods presented.
On January 14, 2014, the Company issued 20,000,000 common shares to two employees and three consultants valued at the market close and recorded as $435,736 in selling and administrative expenses and $435,736 in consulting fees, respectively, for an aggregate expense of $871,472.
On July 7 and August 21, 2015, the Company issued 129,250 and 41,000 common shares at $0.1931 and $0.1805 respectively to Dutchess Opportunity Fund referred to the investment agreement made on April 22, 2014. The Company paid stock issuance cost of $17,000 and $2,000, respectively and deducted from additional paid in capital. (See Note 10)
Note 9 – Significant contracts
The Company has contracted with Korea Research Institute of Ships and Ocean Engineering (KRISO) for delivery of Cargo Inspection System (CIS) X-ray Accelerator which worth $945,447 on February 13, 2014. Under the payment term, 80% before shipment and 20% after the delivery, the Company has received 756,000 USD, the 80%, from KIOST on May 23, 2014. The delivery due date was postponed as request from KRISO. It was delivered but not installed, and the final 20% of the whole payment was billed to KRISO as of November 10, 2014. Final 20% was received by RadTek Inc. on 17th of November, 2014. The installation is scheduled in January 2016.
The Company also got the delivery contract with KRISO for Temperature Control Unit of the X-ray Accelerator, which worth $25,500, on July 21, 2014. On January 21, 2015, KRISO and the Company contracted for CIS Array Detection System which worth $332,956. The installation schedule of all two items has been postponed until due of KRISO’s construction, and it is expected in January, 2016.
The Company received $1,304 thousand and paid $1,132 thousand regarding KRISO project and recorded those amounts as other current asset and advance payments on contracts as of September 30, 2015
The Company contracted with SKTelecom for maintenance service of Korea Customs Service’s ‘Cargo Inspection Center II in Busan New Port.’ The contract ends on Dec 31, 2018 and the amount is KRW 762,685,000 ($672,000). The Company recognized revenue of KRW201,500,000 ($179,523) for the nine months ended September 30, 2015.
The contract was made on March 16, 2015. The Company and KTExpress Co. LTD (hereafter KTExpress) has come to a contract for delivery of Industrial Network System Integration for Freights (hereafter the “Project”). The total contract amount is approximately KRW500,000,000 ($458,000). The company and KT Express set the Project in 3 steps. 1st step is designing and customizing of the network system, control program, and processor. 2nd step is manufacturing of control program. The last step is installation and delivery of the network devices and the program. The installation is scheduled in December 28, 2015.
On April 28, 2015, the Company entered into an agreement with C&D Co. Ltd., a South Korean company, for the purposes of creating a new corporation. The new corporation will be an Internet Protocol television platform establishment and equipment delivery service. Under the agreement, the Company will raise $2 million for the
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purposes of establishing the new corporation and registering the shares with FINRA. The Company will then transfer all related resources to the new corporation after its establishment. C&D will provide use of its patents, licenses, trademarks and registered service marks to the Company, as well as its products, marketing support, and technical support. Once the new corporation has been established, all of the patents, licenses, trademarks, and registered service marks will be transferred to the new corporation.
Vietnam Multimedia Corporation (VTC), RadTek co., Ltd. and Giltz Capital Finance AG Group has made Memorandum of Agreement on May 27, 2015. The parties have agreed on supplying IPTV service and set-top boxes in Vietnam. In order to perform the business, the parties will establish a Joint Venture Company (JVC) in Vietnam and they will make 50 million USD investment in the business.
On April 6, 2015, RadTek Co., Ltd. has signed a Memorandum of Agreement (MOA) with C&D Corporation Co., Ltd. in purpose of a business which is supplying IPTV platform installation and devices to domestic and international customers. RadTek’s duty in the contract is to promote investment for the fund problems of the business while C&D supplies required devices and service by providing IPTV related technical licenses and exclusivities. RadTek has loaned to Daeyoung Lim who is CEO of C&D and the loan is limited to use only for the company normalization.
Note 10 – Investment Agreement and Marketing Agreement
On April 22, 2014, the Company entered into an investment agreement and a corresponding registration rights agreement with Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership. Under the terms of the investment agreement, Dutchess will invest up to $20,000,000 to purchase the Company’s common shares. From time to time, the Company may deliver a put notice to Dutchess which states the dollar amount of shares they wish to sell. This amount shall be equal to up to either 1) 300% of the average daily US market value of the common stock for three trading days prior to the date of the put notice, or 2) $300,000.
Once a put notice has been delivered to Dutchess, Dutchess will purchase the shares at a price equal to 95% of the lowest daily volume weighted average price of the common stock for the five consecutive trading days following delivery of the put notice. The closing date for the put notice is at the end of that five day period. If the Company has not issued the shares at the end of that period, they agree to pay a cumulative late fee for each trading day beyond the closing date.
Dutchess cannot purchase more than 4.99% of the total common shares outstanding as of the closing date.
Dutchess is not obligated to purchase any shares unless 1) a registration statement has been declared effective and remains effective and available for the resale of all registerable securities at all times until the closing of each subject put notice; 2) the common stock is listed on a principal trading market and is not suspended from trading; 3) the Company has not breached the terms of the investment agreement or the registration agreement; 4) no injunction has been issued prohibiting the purchase or issuance of the securities; and 5) the issuance of shares will not violate any shareholder approval requirements of the principal trading markets.
The investment agreement terminates when Dutchess has purchased an aggregate of $20,000,000 of the Company’s common stock pursuant to the agreement, upon written notice of the registrant to Dutchess, or on April 22, 2017.
Under the terms of the registration rights agreement, the Company shall register up to 40,000,000 common shares for resale. No other securities shall be registered under this agreement without the written approval of Dutchess.
Under this investment agreement, the Company issued 129,250 and 41,000 common shares at $0.1931 and $0.1805, respectively, On July 7 and August 21, 2015
Note 11 – Subsequent Event
The Company follows the guidance in ASC Topic 855 “Subsequent Events” for the disclosure of subsequent events. The Company evaluated subsequent events through the date of the financial statements were issued.
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Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operation
Our plan of operation for the next 12 months is to: (i) Expand our customer base in industries in which we may have an interest, to include X-Ray technology and construction consultation services related to x-ray technology facilities; (ii) Continue reconfiguring our business plans for engaging in the business of our selected industry; and (iii) to expand our contract capacity while completing our expansion of operations through funding and/or our announced acquisition of a going concern engaged in the industry selected.
Other than standard operations associated with business operations mentioned in subsequent events, during the next 12 months, one of our only foreseeable cash requirements, which may be advanced by our management or principal stockholders as loans to us, will relate to maintaining our good standing or the payment of expenses associated with legal, accounting and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate. With our business and industry in which our operations have commenced, and other potential acquisitions have not been identified and any prospective acquisition or business combination candidate as of the date of this Quarterly Report, it is impossible to predict the amount of any such costs or required advances. Any such loan will be on terms no less favorable to us than would have been made available to us from a commercial lender in an arm's length transaction.
Results of Operations
For the three months ended September 30, 2015, we earned net revenues of $35,142. Our cost of sales was $29,230, resulting in a gross profit of $5,912. We incurred depreciation and amortization expenses of $1,419 and incurred selling and administrative expenses of $93,400. We recorded a gain in interest expense net of $1,329 and incurred a loss due to foreign exchange transaction of $29,892. As a result, we recorded net loss of $117,470. We had foreign currency translation adjustments of $78,530 resulting in our comprehensive loss of $38,940 for the three months ended September 30, 2015.
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Comparatively, for the three months ended September 30, 2014, we earned net revenues of $866,373. Our cost of sales was $762,037, resulting in a gross profit of $104,336. We incurred depreciation and amortization expenses of $1,618, incurred selling and administrative expenses of $125,889 and incurred bad debt expenses of $524,226. We incurred an interest expenses net of 1,592, recorded a foreign exchange transaction loss of $989, and incurred other income net of $4,395. As a result, we recorded net loss of $545,583. We had a positive foreign currency translation adjustment of $53,554, resulting in a comprehensive loss of $492,029 for the three months ended September 30, 2014.
The decrease in net loss of $428,113 between the three months ended September 30, 2015 compared to the same period ended September 30, 2014 was the result of decreased revenues, increased cost of sales, and increased selling and administrative expenses for the three months ended September 30, 2015. Our net revenues decreased by $831,231, or 96%, and our cost of sales decreased by $732,807, or 96%. Our operating expenses decreased by $556,914 as a result of decreased selling and administrative expenses. We also had a foreign exchange transaction loss of $29,892 between the three months ended September 30, 2015 compared to a loss of $989 for the three months ended September 30, 2014.
Result of Operations for the Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014.
For the nine months ended September 30, 2015, we recorded net revenues of $330,583. Our cost of sales was $124,857, resulting in a gross profit of $205,726. We incurred depreciation and amortization expenses of $4,445 and incurred selling and administrative expenses of $305,140. We incurred a loss of $335 due to interest expenses, and incurred a loss of $40,887 due to foreign exchange transactions. As a result, we recorded a net loss of $145,081. We had a positive foreign currency translation adjustment of $107,368, resulting in comprehensive income of $37,713 for the nine months ended September 30, 2015.
Comparatively, for the nine months ended September 30, 2014, we recorded net revenues of $1,107,739. Our cost of sales was $928,054, resulting in a gross profit of $179,685. We incurred depreciation and amortization expenses of $4,789, paid consulting fees of $435,736, and incurred selling and administrative expenses of $1,244,406. We incurred a loss of $4,933 due to interest expenses, and recorded a gain of $14,586 due to foreign exchange transactions. As a result, we recorded net loss of $1,495,592. We had a positive foreign currency translation adjustment of $14,006, resulting in comprehensive loss of $1,481,586 for the nine months ended September 30, 2014.
The decrease in net loss of $1,378,122 between the nine months ended September 30, 2015 compared to the same period ended September 30, 2014 was the result of severely decreased operating expenses, decreased revenues and decreased cost of sales. Our net revenues decreased by $777,156, or 70%, and our cost of sales decreased by $803,197, or 87%. Our operating expenses decreased by $1,375,346 or 82% as a result of decreased sales, and administrative expenses and due to us not paying any consulting fees during the nine months ended September 30, 2015.
Liquidity and Capital Resources
For the nine months ended September 30, 2015, we had net loss of $145,081. We had the following adjustments to reconcile net loss to net cash used in the operating activities: $4,445 for depreciation and amortization, and $2,527 for severance benefits. We had the following changes in assets and liabilities: increases of $40,477 in accounts receivable, $248,774 in the prepaid expenses and other assets, a decrease of $19,281 in accounts payable and other payables and an increase of $282,888 in the advance receipts on contracts. We had decreases of $1,629 in accrued liabilities and other liabilities. As a result, we had net cash used in operating activities of $163,869 for the nine months ended September 30, 2015.
For the nine months ended September 30, 2014, we had net loss of $1,495,592. We had the following adjustments to reconcile net loss to net cash used in the operating activities: $4,789 for depreciation and amortization, $6,004 for severance benefits, $871,472 for stock based compensation, and bad debt of $524,226. We had the following changes in assets and liabilities: increases of $42,306 in accounts receivable, $873,344 in the prepaid expenses and
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other assets, $146,637 in accounts payable and other payables and $513,161 in the advance receipts on contracts. We had increases of $89,315 in accrued liabilities and other liabilities. As a result, we had net cash used in operating activities of $434,268 for the nine months ended September 30, 2014.
For the nine months ended September 30, 2015, we had loans receivable of $518,736 and a security deposit of 1,380, resulting in net cash used in investing activities of $520,116 for the period.
We did not pursue any investing activities during the nine months ended September 30, 2014.
For the nine months ended September 30, 2015, we issued common stock for $13,359, repaid $60,000 for a loan from a related party, received $417,427 as an advance from related parties, and received $181,662 proceeds from short-term borrowings. As a result, we had net cash provided by financing activities of $552,448 for the period.
For the nine months ended September 30, 2014, we received $160,000 as a loan from a related party and received $184,807 as an advance from related parties. As a result, we had net cash provided by financing activities of $344,807 for the period.
We had cash or cash equivalents of $196,519 and $213,247 on hand at September 30, 2015 and at December 31, 2014, respectively. If additional funds are required in connection with our present planned business operations or for Exchange Act filings or other expenses, such funds may be advanced by management or principal stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures.
During the three months ended September 30,2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2015. Based on this evaluation, our chief executive officer and principal financial officers were not able to conclude that the Company’s disclosure controls and procedures are effective to ensure that information required to be included in the Company’s periodic Securities and Exchange Commission filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Therefore, under Section 404 of the Sarbanes-Oxley Act of 2002, the Company must conclude that these controls and procedures are not effective.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of September 30, 2015, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not Applicable
Item 5. Other Information
The Company entered loan agreement of $380,000 with ADQD Inc. on August 12, 2015. The interest was 0% and it was fully repaid to the Company on August 31, 2015. As of September 1, 2015, the Company borrowed $100,000 from ADQD Inc. The interest is 0% per annum and repayment date is September 2, 2016.
Item 6. Exhibits
Exhibit 10.1* – Loan Agreement by and between the Company and ADQD, Inc., dated August 12, 2015
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications 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 Linkbase Document
101.DEF**. XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
RadTek, Inc.
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
| | |
Date: November 23, 2015 | RadTek, Inc. |
| By | |
| | Name: KwangHyun Kim Title: President, Chief Executive Officer |
| | |
Date: November 23, 2015 | RadTek, Inc. |
| By | |
| | Name: JaeChan Kim Title: Treasurer (Chief Financial Officer) |
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