UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
- ---------- OF 1934
For the transition period from ____________ to ___________
Commission File Number: 033-22175
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SAFETEK INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 75-2226896
- ---------------------------- ----------------------------
(State of incorporation) (IRS Employer ID Number)
2591 Dallas Parkway, Suite 102, Frisco, TX 75034
(Address of principal executive offices)
(702) 558-8202
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(Issuer's telephone number)
1075 American Pacific Drive - Suite A, Henderson, NV. 89014
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES NO X
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 3, 2000 - 36,145,694 shares.
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
Safetek International, Inc.
Form 10-QSB for the Quarter ended March 31, 1999
Table of Contents
Page
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Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 7
Part II - Other Information
Item 1 Legal Proceedings 8
Item 2 Changes in Securities 8
Item 3 Defaults Upon Senior Securities 8
Item 4 Submission of Matters to a Vote of Security Holders 8
Item 5 Other Information 8
Item 6 Exhibits and Reports on Form 8-K 8
Signatures 8
2
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
Assets
------
September 30,
2000 December 31,
(Unaudited) 1999
----------- -----------
Current assets:
Cash and cash equivalents $ 3,528 --
Due from stockholders -- 148,832
Other current assets -- 3,300
----------- -----------
Total current assets 3,528 152,132
Property and equipment, net -- --
----------- -----------
Total assets $ 3,528 152,132
=========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 803,039 771,835
Notes payable 780,792 780,792
Due to stockholders 172,463 1,097,044
Due to affiliate 41,267 --
----------- -----------
Total current liabilities 1,797,561 2,649,671
----------- -----------
Redeemable preferred stock - 236,200 and 1,166,700 shares 126,319 677,816
----------- -----------
Stockholders' equity:
Common stock - 41,319,194 and 36,145,694 shares 414 362
Additional paid in capital 2,409,861 1,853,416
Accumulated deficit (4,306,004) (5,004,510)
Treasury stock (24,623) (24,623)
----------- -----------
Total stockholders' deficit (1,920,352) (3,175,355)
----------- -----------
Total liabilities and stockholders' equity $ 3,528 152,132
=========== ===========
See accompanying notes to financial statements.
3
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------ ------------
Revenues:
Net sales $ 16,855 125,153 $ -- 41,718
------------ ------------ ------------ ------------
Costs and expenses:
Cost of goods sold 11,910 71,225 -- 23,742
Selling, general and administrative 104,066 128,438 1,483 42,813
------------ ------------ ------------ ------------
115,976 199,663 1,483 66,555
------------ ------------ ------------ ------------
Operating loss (99,121) (74,510) (1,483) (24,837)
Other income (expense):
Forgiveness of debt 813,249 -- 813,249 --
Other (15,622) (55,947) 3,080 (18,649)
------------ ------------ ------------ ------------
Income (loss) before income taxes 698,506 (130,457) 814,846 (43,486)
Income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 698,506 (130,457) $ 814,846 (43,486)
============ ============ ============ ============
Net income (loss) per share $ 0.019 (0.004) $ 0.021 (0.001)
============ ============ ============ ============
Weighted average
number of shares outstanding 36,921,719 35,981,199 38,732,444 36,046,864
============ ============ ============ ============
See accompanying notes to financial statements.
4
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine Months Ended
September 30,
2000 1999
(Unaudited) (Unaudited)
--------- ---------
Cash flows from operating activities:
Net income (loss) $ 698,506 (130,457)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Preferred stock issued for services 5,000 --
Depreciation -- 3,827
Changes in operating assets and liabilities:
Due from stockholders 148,832 (23,577)
Other current assets 3,300 848
Due to stockholders (924,581) 111,000
Due to affiliate 41,267 --
Accounts payable and accrued expenses 31,204 14,004
--------- ---------
Net cash provided by (used in) operating activities 3,528 (24,355)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of preferred stock -- 20,000
Proceeds from issuance of common stock -- 4,355
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Net cash provided by financing activities -- 24,355
--------- ---------
Increase in cash and cash equivalents 3,528 --
Cash and cash equivalents - beginning of period -- --
--------- ---------
Cash and cash equivalents - end of period $ 3,528 --
========= =========
See accompanying notes to financial statements.
5
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Presentation of Unaudited Consolidated Financial Statements
-----------------------------------------------------------
The unaudited consolidated financial statements have been prepared in
accordance with rules of the Securities and Exchange Commission and,
therefore, do not include all information and footnotes necessary for a
fair presentation of financial position, results of operations and cash
flows, in conformity with generally accepted accounting principles. The
information furnished, in the opinion of management, reflects all
adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial position as of September 30, 2000, and
results of operations and cash flows for the three and nine month periods
ended September 30, 2000 and 1999. The results of operations are not
necessarily indicative of results which may be expected for any other
interim period, or for the year as a whole.
(2) Stock Purchase
--------------
Pursuant to a stock purchase agreement dated April 11, 2000, Halter
Capital Corporation (Halter) acquired 18,434,303 shares of common stock of
the Company, which was owned by the controlling stockholders prior to the
purchase, and represents approximately 51% of the outstanding common
shares. Concurrent with the stock purchase transaction described above,
the existing officers and directors resigned and two new officers and
directors were elected to replace them. The newly elected officers and
directors hold a controlling interest in Halter.
6
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations nor any liquid
assets. Its liabilities substantially exceed its assets.. Accordingly, the
Company is dependent upon management's efforts to raise operating funds through
private placement of its securities and/or significant shareholders to provide
sufficient working capital to preserve the integrity of the corporate entity at
this time.
(Remainder of this page left blank intentionally)
7
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
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.
Safetek International, Inc.
November 10, 2000
/s/ Kevin B. Halter
------------------------
Kevin B. Halter
President and Director
8