UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2003
----------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
--------- -----------
Commission file number 0-25853
-----------------------------
Scientific Energy, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0570975
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
630 North 400 West, Salt Lake City, UT 84103
(Address of principal executive offices)
(801) 359-2410
Issuer's telephone number
(Former name, former address and former fiscal year, if changed since last
report.)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: June 30, 2003 55,200,000
Transitional Small Business Disclosure Format (check one). Yes ; No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Scientific Energy, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Scientific Energy,
Inc. as of June 30, 2003, and the related statement of operations for the three
and six months ended June 30, 2003 and 2002 and the statement of cash flows for
the six month periods ended June 30, 2003 and 2002. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United States
of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the balance sheet of
Scientific Energy, Inc. as of December 31, 2002, and the related statements of
operations, cash flows, and stockholders' equity for the year then ended (not
presented herein); and in our report dated March 14, 2003, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 2002,
is fairly stated, in all material respects, in relation to the balance sheet
from which it has been derived.
Note 1 of the Company's audited financial statements as of December 31,
2002, and for the year then ended discloses that the Company has suffered
recurring losses from operations and has no established source of revenue at
December 31, 2002. Our auditors' report on those financial statements includes
an explanatory paragraph referring to the matters in Note 1 of those financial
statements and indicating that these matters raised substantial doubt about the
Company's ability to continue as a going concern. As indicated in Note 1 of the
Company's unaudited interim financial statements as of June 30, 2003, and for
the three and six months then ended, the Company has
continued to suffer recurring losses from operations and still has no
established source of revenue at June 30, 2003. The accompanying interim
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
August 6, 2003
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, December 31,
2003 2002
------------------ ------------------
ASSETS
Current Assets:
Cash & Cash Equivalents $ 29 $ -
Prepaid Expenses 5 -
------------------ ------------------
Total Current Assets 34 -
------------------ ------------------
Other Assets:
Intangibles 50,000 50,000
------------------ ------------------
Total Assets $ 50,034 $ 50,000
================== ==================
LIABILITIES
Current Liabilities:
Accounts Payable $ 35,404 $ 36,471
Overdraft - 212
Income Taxes Payable - 100
Accrued Payroll Liabilities 455 455
Note Payable - Shareholder 32,838 22,037
------------------ ------------------
Total Liabilities 68,697 59,275
------------------ ------------------
STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
Authorized 100,000,000 shares
Issued 55,200,000 and 42,200,000 Shares at
June 30, 2003 and December 31, 2002 55,200 42,200
Common Stock to be Issued - 13,000
Paid-In Capital 705,272 705,272
Deficit Accumulated During the
Development Stage (779,135) (769,747)
------------------ ------------------
Total Stockholders' Equity (18,663) (9,275)
------------------ ------------------
Total Liabilities and Stockholders' Equity $ 50,034 $ 50,000
================== ==================
See accompanying notes and accountants' report.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
since
May 30,
2001
Inception
For the Three Months Ended For the Six Months Ended of
June 30, June 30, Development
2003 2002 2003 2002 Stage
------------------ ------------------ ----------------- ------------------ ----------------
Revenues: $ - $ - $ - $ - $ -
------------------ ------------------ ----------------- ------------------ ----------------
Expenses:
Research & Development 138 3,573 138 13,116 68,090
General & Administrative 4,202 39,723 6,120 191,213 397,343
------------------ ------------------ ----------------- ------------------ ----------------
Loss from Operations (4,340) (43,296) (6,258) (204,329) (465,433)
Other Income (Expense)
Interest, Net (1,970) (2,917) (3,130) (6,910) (17,852)
Write-down of Technology
and Royalties - (9,874) - (295,751) (295,750)
------------------ ------------------ ----------------- ------------------ ----------------
Net Loss Before Taxes (6,310) (56,087) (9,388) (506,990) (779,035)
Income Tax Expense - - - - 100
------------------ ------------------ ----------------- ------------------ ----------------
Net Loss $ (6,310) $ (56,087) $ (9,388) $ (506,990) $ (779,135)
================== ================== ================= ================== ================
Basic & Diluted Loss
Per Share $ - $ - $ - $ (0.02)
================== ================== ================= ==================
Weighted Average Shares 55,200,000 34,904,000 55,200,000 30,952,000
================== ================== ================= ==================
See accompanying notes and accountants' report.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
since
May 30,
2001
For the Six Months Ended Inception of
June 30, Development
2003 2002 Stage
----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (9,388) $ (506,990) $ (779,135)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Write-down of Technology and Royalties - 295,751 295,751
Stock Issued for Expenses - 130,000 210,000
Change in operating assets and liabilities:
(Increase) Decrease in Prepaid Expenses (5) (32,437) (95,756)
Increase (Decrease) in Accounts Payable (1,067) 11,059 35,404
Increase (Decrease) in Income Tax Payable (100) - -
Increase (Decrease) in Bank Overdraft (212) - -
Increase (Decrease) in Accrued Expenses - (4,085) 7,715
----------------- ------------------ ------------------
Net Cash Used in operating activities (10,772) (106,702) (326,021)
----------------- ------------------ ------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities - - -
----------------- ------------------ ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash acquired in Merger - - 432
Payment on Shareholder Loan (33,000) - (34,600)
Proceeds from Shareholder Loan 43,801 112,536 360,218
----------------- ------------------ ------------------
Net Cash Provided by Financing Activities 10,801 112,536 326,050
----------------- ------------------ ------------------
Net (Decrease) Increase in Cash
and Cash Equivalents 29 5,834 29
Cash and Cash Equivalents at
Beginning Period - 10 -
----------------- ------------------ ------------------
Cash and Cash Equivalents at End of Period $ 29 $ 5,844 $ 29
================= ================== ==================
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
since
May 30,
2001
For the Six Months Ended Inception of
June 30, Development
2003 2002 Stage
----------------- ------------------ ------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 1,085 $ 2,459 $ 6,620
Income taxes $ - $ - $ 100
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
Common Stock Exchanged for Technology $ - $ - $ 250,040
Note Payable Converted to Common Stock $ - $ - $ 300,000
See accompanying notes and accountants' report.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Scientific Energy, Inc. "the
Company," (a development stage company) is presented to assist in understanding
the Company's financial statements. The accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of June 30, 2003, in the opinion
of management, all adjustments (which include only normal recurring adjustments)
necessary to fairly state the financial position and results of operations for
the three and six months. Operating results for interim periods are not
necessarily indicative of the results which can be expected for full years.
Nature of Operations and Going Concern
The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions and events cast doubt about the Company's ability to
continue as a "going concern," in particular the determination by the Company to
write-down some of their technology assets. The Company has incurred net losses
of approximately $779,000 for the period from May 30, 2001 (inception) to June
30, 2003, has a liquidity problem, and requires additional financing in order to
finance its business activities and meet its obligations on an ongoing basis.
The Company has attempted to pursue alternative financing with one entity,
although no commitments have been obtained. In the interim, shareholders of the
Company have committed to meeting its minimal operating expenses.
The Company's future capital requirements will depend on numerous
factors including, but not limited to, its willingness to continue progress in
developing its products.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern". While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported expenses, and the balance
sheet classifications used.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Organization and Basis of Presentation
The Company was originally incorporated under the laws of the State of
Nevada, under the name of Quazon Corp., Inc. Scientific Energy was originally
incorporated under the laws of the State of Utah on May 30, 2000. As of June 30,
2003, the Company is in the development stage and has not begun planned
principal operations.
Acquisition of Subsidiary
On June 6, 2001, Scientific Energy, Inc. (A Utah Corporation) and
Quazon, Corp. (A Nevada Corporation) entered into an agreement and plan of
reorganization. Pursuant to the agreement, Scientific Energy, Inc. acquired
20,000,000 shares of Quazon's shares in exchange for 100% of the issued and
outstanding shares of Scientific Energy.
Principles of Consolidation
The consolidated financial statements include the accounts of
Scientific Energy, Inc. (formerly Quazon, Corp.) a Nevada corporation and its
wholly-owned subsidiary Scientific Energy, Inc., a Utah corporation.
The results of subsidiaries acquired during the year are consolidated
from their effective dates of acquisition.
All significant inter-company accounts and transactions have been
eliminated.
Nature of Business
The Company plans to enter into a written agreement with Grandway-USA,
and its sister company in Taiwan and China for such entities to fund research
toward the development and manufacture of an extended life battery pack for
lap-top computers. There can be no assurance that such an agreement will be
reached and finalized on terms and conditions acceptable to the Company or, if
an agreement is reached, that the development efforts will results in marketable
products or revenues to the Company.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure 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.
Loss per Share
Basic loss per share has been computed by dividing the loss for the
year applicable to the common stockholders by the weighted average number of
common shares outstanding during the years. There were no common equivalent
shares outstanding at June 30, 2003 and 2002.
NOTE 2 - INCOME TAXES
As of June 30, 2003, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $779,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Continued)
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. The Company's financial statements are prepared using
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. However, the Company does not have significant cash
or other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. In the interim, shareholders of the Company have committed to meeting
its minimal operating expenses.
NOTE 4 - COMMITMENTS
As of June 30, 2003, all activities of the Company have been conducted
by corporate officers from their business offices. Currently, there are no
outstanding debts owed by the company for the use of these facilities and there
are no commitments for future use of the facilities.
NOTE 5- INTANGIBLE ASSETS
On May 30, 2001, Scientific Energy, Inc. (Utah) acquired intangible
assets including technology, trade secrets, and patent applications for design
and process and potential patents on either design or process on their
technology of $250,040. The Company became the owner of the technology pursuant
to the reorganization entered into between the Company and Scientific Energy,
Inc. (Utah). This technology consists of energy cell technology that is believed
to provide a reliable energy source that can be used in portable electronic
devices and will increase the life of existing batteries significantly.
During the first quarter of 2002, management reviewed the
reasonableness of the value of their technology, and decided that in the absence
of research and development efforts the value of the technology was only $50,000
at that time. Thus, the intangible assets were written-down $200,000.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Continued)
NOTE 6 - LINE OF CREDIT / NOTE PAYABLE - SHAREHOLDER
On August 15, 2001, the president of the Company gave the Company an
unsecured line of credit for up to $350,000. The Line carries interest at Prime.
As of June 30, 2003 and December 31, 2002 the Company owes $32,838 and $22,037,
respectively, against this line of credit and has been reported along with
accrued interest in the accompanying financial statements as "Note Payable
Shareholder."
NOTE 8- COMMON STOCK TRANSACTIONS
On May 17, 2002, the president of the Company converted $250,000 of his
note payable into 10,000,000 shares of common stock. Also on May 17, 2002, the
Company issued an additional 5,200,000 shares for accrued salaries of $130,000.
These transactions were valued at approximately $0.025 per share, the fair
market value of shares on the date of issuance.
On December 11, 2002, the president of the Company converted $50,000 of
his note payable into 5,000,000 shares of common stock. Also on December 11,
2002, the Company issued an additional 8,000,000 shares for accrued salaries of
80,000. These transactions were valued at approximately $0.01 per share, the
fair market value of the shares at the date the agreements were made.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
Form 10-QSB.
Introduction
The Company is a development stage company that has not engaged in
material operations or realized revenues for several years. An officer of the
Company has, in the past, advanced funds for payment of certain expenses
incurred by the Company. A portion of these advances has been subject to a note
payable, and the Company has issued shares of Company common stock for other
advances.
For the immediate future, necessary funds, including funds for expenses
related to the Company's reporting obligations under the Securities Exchange Act
of 1934, will be provided by Todd Crosland, president, director and principal
stockholder of the Company, under a $350,000 loan agreement. As of June 30,
2003, the Company owes $32,838 on this note. Until the Company is able to
generate revenues or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
At June 30, 2003, the Company had total assets of $50,034, consisting
of mainly of technology. The technology was acquired by the Company as part of a
plan of reorganization with Scientific Energy, Inc., a Utah Corporation
("Scientific"). Pursuant to the agreement, the Company issued 20,000,000 shares
in exchange for 100% of the issued and outstanding shares of Scientific. The
technology is the sole asset of Scientific. Total liabilities at June 30, 2003,
were $68,697, consisting mainly of accounts payable of $35,404, note payable to
shareholder of $32,838 .
Results of Operations
For the three and six months ended June 30, 2003, general and
administrative expenses were $4,202 and $6,120 and research and development
expenses were $138. General and administrative expenses are primarily for legal,
accounting services and salaries.
The Company does not anticipate any material revenues during the
succeeding 12 months. During this interim period, the Company anticipates that
its expenses will be stable.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company.
Plan of Operation
As of June 30, 2003, the president of the Company has agreed to loan to
the Company up to $350,000. The loan is repayable on demand with interest at
prime rate. As of June 30, 2003, the Company owes $32,838 against this line of
credit and has been reported along with accrued interest in the accompanying
financial statements as "Note Payable Shareholder". The Company estimates
that this loan agreement will provide sufficient cash for its operating needs
for general and administrative expenses, research and development, minimum
royalty payments and marketing efforts for the next 12 months.
Because the Company lacks funds, it may be necessary for the officers
and directors either to advance additional funds to the Company or to accrue
expenses until such time as revenues are generated sufficient to cover the
expenses of the Company. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the Company's
directors will defer any compensation until such time as revenues are generated
sufficient to cover the expenses of the Company. However, if the Company engages
outside advisors or consultants in its development of the business, it may be
necessary for the Company to attempt to raise additional funds. As of the date
hereof, the Company has not made any arrangements or definitive agreements to
use outside advisors or consultants or to raise any capital.
In the event the Company needs additional capital, most likely the only
method available will be the private sale of its securities. Because of the
nature of the Company as a development stage company, it is unlikely that it
could make a public sale of securities or be able to borrow any significant sum
from either a commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if needed, or that
such funding, if available, can be obtained on terms acceptable to the Company.
The Company does not expect to purchase or sell any plant or
significant equipment and does not expect significant changes in the number of
employees in the next 12 months.
Net Operating Loss
As of June 30, 2003, the Company had a net operating loss carry-forward
for income tax reporting purposes of approximately $779,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.
Forward-Looking Information
This report includes forward-looking statements because we believe it
may be helpful to investors to communicate our plans and expectations.
Forward-looking statements about what may happen in the future are based on
management's beliefs, assumptions and plans for the future, information
currently available to management, and other statements that are not historical
in nature. Forward-looking statements include statements in which words such as
"expect," "anticipate," "intend," "plan," "believe," estimate," "consider" or
similar expressions are used. These forward- looking statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions, including among others:
* We may not be able to develop commercially viable products
based on our technologies.
* We have not obtained any third-party independent verification
of our test results or of the efficacy of our product designs.
* We cannot assure that our intellectual properties do not
infringe on the intellectual properties of others.
* We may not be able to prevent others from infringing on our
intellectual properties.
* We may not be able to obtain required additional capital.
* Our technologies may not lead to commercial products that can
be manufactured readily or economically in large numbers that
will operate efficiently or economically.
* We may not be able to market any products we develop.
Although we believe our plans and expectations stated, reflected in or
suggested by our forward-looking statements are reasonable, our future results
and stockholder values may differ materially from those expressed in these
forward-looking statements. Many of the factors that will determine these
results and values are beyond our ability to control or predict. These
statements reflect management's current view of our future events and are
subject to certain risks, uncertainties, assumptions and risks. Any of the
factors noted above or elsewhere in this document, as well as in other materials
filed with the Securities and Exchange Commission, should be considered before
any investor decides to purchase or retain any of our securities. Any of such
factors could have a material adverse effect on our business and financial
condition and prospects, results of operations and trading price for our common
stock.
Our forward-looking statements speak only as of the date they are made
and should not be relied upon as representing our plans and expectations as of
any subsequent date. We do not undertake to update, correct or revise any
forward-looking statements, even if our plans and expectations change. However,
from time to time, we may voluntarily update, correct or revise our previous
forward-looking statements.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10-Q, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary whether:
(i) this Quarterly Report on Form 10-Q contains any untrue
statement of a material fact or omits 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 on Form 10-Q, and
(ii) the financial statements, and other financial information
included in this Quarterly Report on Form 10-Q, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this Quarterly Report on Form
10-Q.
There have been no significant changes in the Company's internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief Financial Officer's evaluation that could significantly affect these
internal controls, including any corrective actions with regards to significant
deficiencies and material weaknesses.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN 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 AND REPORTS ON FORM 8-K
(a) Exhibits:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------------- ------------ ------------------------------------------------------------------- -------------------
Item 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
2.01 2 Agreement and Plan of Reorganization among Quazon Corp., Incorporated by
Scientific Energy, Inc., and the stockholders of Scientific Energy, reference(1)
Inc. dated June 6, 2001
Item 3. Articles of Incorporation and Bylaws
- ------------- ------------ ------------------------------------------------------------------- -------------------
3.01 3 Amendment to Articles of Incorporation to change the name of the Incorporated by
Company to Scientific Energy, Inc. reference(2)
Item 10. Material Contracts
- ------------- ------------ ------------------------------------------------------------------- -------------------
10.01 10 Royalty Agreement dated May 31, 2001, by and between Otis H. Incorporated by
Sanders, David Sanders, Daryl Conley, Paul Thomas and Scientific reference(2)
Energy, Inc.
10.02 10 Form of Employment Agreement dated May 31, 2001, by and Incorporated by
between Scientific Energy, Inc. and related schedule of employees reference(2)
and compensation
10.03 10 Loan Agreement dated as of June 15, 2001, between Scientific Incorporated by
Energy, Inc. and Todd B. Crosland with related form of Promissory reference(2)
Note
Item 31.
- ------------- ------------ ------------------------------------------------------------------- -------------------
31.1 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Item 32.
- ------------- ------------ ------------------------------------------------------------------- -------------------
32.1 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(1) Incorporated by reference from the current report on Form 8-K, June 6, 2001.
(2) Incorporated by reference from the Form 10-QSB, June 30, 2001.
(b) Reports on Form 8-K. The Company did not file any reports on Form
8-K during the quarter ended June 30, 2003
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SCIENTIFIC ENERGY, INC.
Date: August 7, 2003 By: /S/ Todd B. Crosland
-------------------------------------------
Todd B. Crosland
President and Chief Financial Officer
(Principal Executive Officer)
Date: August 7, 2003 By: /S/ Jana Meyer
-------------------------------------------
Jana Meyer
Secretary/Treasuer and Director
(Principal Financial and Accounting Officer)