SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
for the Quarterly Period Ended June 30, 2001
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 (I.R.S. Employer
Incorporation or organization) Identification No.)
630 North 400 West
Salt Lake City, Utah 84103
(Address of principal executive offices) (Zip Code)
(801) 359-2410
(Issuer's telephone number)
Quazon Corp., 135 West 900 South, Salt Lake City, Utah 84101
(Former name, former address and former fiscal year,
if changed since last report)
Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of June 30, 2001, issuer
had 27,000,000 shares of issued and outstanding common stock, par value
$0.001.
Transitional Small Business Disclosure Format: Yes [ ] No [x]
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Scientific Energy, Inc. (Formerly Quazon Corp.)
(A Development Stage Company)
We have reviewed the accompanying consolidated balance sheets of
Scientific Energy, Inc. (Formerly Quazon Corp.) (a development stage company)
as of June 30, 2001 and December 31, 2000 and the related consolidated
statements of operations for the three and six month periods ended June 30,
2001 and 2000 and consolidated cash flows for the six month periods ended June
30, 2001 and 2000. 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
statement 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 accompanying consolidated financial statements for
them to be in conformity with generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
______________________________
Certified Public Accountants
Salt Lake City, Utah
August 7, 2001
2
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2001 2000
------------- -------------
ASSETS
Current Assets:
Cash & Cash Equivalents $ - $ 6,951
------------- -------------
Other Assets:
Technology 250,040 -
------------- -------------
Total Assets $ 250,040 $ 6,951
============= =============
LIABILITIES
Current Liabilities:
Accounts Payable & Accrued Expenses $ 31,495 $ 500
Bank Overdraft 7,672 -
Note Payable Shareholder 22,837 -
------------- -------------
Total Current Liabilities 62,004 500
------------- -------------
STOCKHOLDERS' EQUITY
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 27,000,000 & 3,991,180 Shares
at June 30, 2001 and December 31, 2000 27,000 3,991
Paid-In Capital 218,472 1,888,240
Retained Deficit, Since June 6, 2001 - (1,826,092)
Deficit Accumulated During the
Development Stage, Since June 6, 2001 (57,436) (59,688)
------------- -------------
Total Stockholders' Equity 188,036 6,451
------------- -------------
Total Liabilities and
Stockholders' Equity $ 250,040 $ 6,951
============= =============
See accompanying notes and accountants' report.
3
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative
since
June 6,
2001
Inception
For the Three Months Ended For the Six Months Ended of
June 30, June 30, Development
2001 2000 2001 2000 Stage
------------- ------------- ------------- ------------- -------------
Revenues: $ - $ - $ - $ - $ -
Expenses:
General & Administrative 57,354 852 57,354 4,085 57,354
------------- ------------- ------------- ------------- -------------
Other Income (Expense)
Interest, Net (82) (200) (82) (200) (82)
Net Loss $ (57,436) $ (1,052) $ (57,436) $ (4,285) $ (57,436)
============= ============= ============= ============= =============
Basic & Diluted Loss
Per Share $ (0.01) $ - $ - $ -
============= ============= ============= =============
See accompanying notes and accountants' report.
4
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative
since
June 6,
2001
For the Six Months Ended Inception of
June 30, Development
2001 2000 Stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------
Net Loss $ (57,436) $ (4,285) $ (57,436)
Quasi-Reorganization Adjustments (11,018) - (11,018)
Increase (Decrease) in Accounts Payable 30,995 (300) 30,995
Increase (Decrease) in Bank Overdraft 7,671 - 7,671
Increase (Decrease) in Accrued Interest 82 - 82
------------- ------------- -------------
Net Cash Used in operating activities (29,706) (4,585) (29,706)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ------------------------------------
Net cash provided by investing activities - - -
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------
Note Payable Shareholder 22,755 8,000 22,755
------------- ------------- -------------
Net Cash Provided by Financing Activities 22,755 8,000 22,755
------------- ------------- -------------
Net (Decrease) Increase in
Cash and Cash Equivalents (6,951) 3,415 (6,951)
Cash and Cash Equivalents
at Beginning of Period 6,951 2,474 6,951
------------- ------------- -------------
Cash and Cash Equivalents
at End of Period $ - $ 5,889 $ -
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
Common Stock Exchanged for Technology 250,040 - 250,040
See accompanying notes and accountants' report.
5
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Scientific Energy, Inc.
(Formerly Quazon Corp.) (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, 2001 and for the six
month period then ended reflect, 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 six months.
Operating results for interim periods are not necessarily indicative of the
results which can be expected for full years.
Organization and Basis of Presentation
- --------------------------------------
The Company was originally incorporated under the laws of the State of
Utah on June 26, 1981, under the name of The Fence Post, Inc.
On November 7, 1997, the name was changed to Quazon Corp. On November
19, 1997, Quazon Corp. of Utah merged with Quazon Corp., a Nevada
corporation, with the Nevada corporation as the surviving company.
On July 16, 2001, the Board of Directors resolved to change the name of
the Company to Scientific Energy, Inc.
Since June 6, 2001, the Company is in the development stage, and has not
commenced planned principal operations.
Quasi-Reorganization and Acquisition of Subsidiaries
- ----------------------------------------------------
On June 6, 2001, the Company entered into an agreement and 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.
This reorganization has been accounted for as a quasi-reorganization.
In connection with the quasi-reorganization the companies retained deficit
prior to June 6, 2001 of $1,937,012 has been eliminated against Paid-In
Capital.
6
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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 develops small electricity generation devices to be
incorporated into existing portable electronic devices including portable
laptop computers, handheld devices, cellular phones, and a variety of other
electronic devices. In addition, the Company is developing technology that
will assist both industrial concerns and consumers in a variety of
applications to significantly reduce energy consumption.
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.
7
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
- --------------
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------------ ------------ ------------
(Numerator) (Denominator)
For the Three Months Ended June 30, 2001
----------------------------------------
Basic Loss per Share
Loss to common shareholders $ (57,436) 6,038,139 $ (0.01)
============ ============ =============
For the Three Months Ended June 30, 2000
----------------------------------------
Basic Loss per Share
Loss to common shareholders $ (1,052) 3,991,180 $ -
============ ============ =============
For the Six Months Ended June 30, 2001
--------------------------------------
Basic Loss per Share
Loss to common shareholders $ (57,436) 12,494,505 $ -
============ ============ =============
For the Six Months Ended June 30, 2000
--------------------------------------
Basic Loss per Share
Loss to common shareholders $ (4,285) 3,991,180 $ -
============ ============ =============
The effect of outstanding common stock equivalents would be
anti-dilutive for June 30, 2001 and 2000 and are thus not considered.
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.
Reclassification
- ----------------
Certain reclassifications have been made in the 2000 financial
statements to conform with the June 30, 2001 presentation.
8
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Continued)
NOTE 2 - INCOME TAXES
As of June 30, 2001, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $57,000 that may be offset
against future taxable income through 2021. 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.
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, 2001 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.
The Company leases office space for a research lab in New Mexico. The
lease is month to month with payments of $2,000 per month.
NOTE 5 - REVERSE STOCK SPLIT
On October 24, 1997, the board of directors of the Company approved a
1-for-250 reverse stock split and on October 30, 1998, the board of directors
of the Company approved a 1-for-15 reverse stock split while retaining the
authorized shares at 100,000,000 and retaining the par value at $0.001. These
changes have been applied to the financial statements on a retroactive basis
back to inception of the development stage. The Company provided that no
shareholder would be reduced below 100 shares, accordingly, 18,984 post-split
fractional shares were issued.
9
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Continued)
NOTE 6 - EMPLOYMENT CONTRACTS / ROYALTY AGREEMENT
The Company signed a royalty agreement and employment contracts with
Paul Thomas, Daryl Conley, David Sanders and Otis H. Sanders. The royalty
agreement provides for a royalty of 5% of the gross manufacturing cost of the
product invented by such inventor. Payment of royalties is due on or before
the 30th day after each calendar quarter for the previous quarter's
manufacturing costs. The royalty agreement also provides for advances against
future royalties. The annual salaries and royalty advances resulting from
these agreements for each of these individuals are as follows:
Annual Annual
Name Salaries Advances
------------------------------------------ -------------- --------------
Paul Thomas $ 8,000 $ 15,996
Daryl Conley $ 14,000 $ 27,996
David Sanders $ 8,000 $ 15,996
Otis H. Sanders $ 20,000 $ 39,966
-------------- --------------
Total $ 50,000 $ 99,954
============== ==============
NOTE 7 - LINE OF CREDIT / NOTE PAYABLE - SHAREHOLDER
On August15, 2001, the president of the Company has given the Company an
unsecured line of credit for up to $350,000. The Line carries interest at
Prime. As of June 30, 2001 the Company has borrowed $22,755 against this line
of credit and has been reported along with accrued interest in the
accompanying financial statements as "Note Payable Shareholder".
NOTE 8 - RELATED PARTY TRANSACTIONS
On November 11, 1997, the Company issued 466,667 shares of its
restricted common stock to officers of the Company for cash of $5,000.
On November 12, 1997, the Company issued 499,999 shares of its
restricted common stock for $8,000 cash.
On October 30, 1998, the Company issued 1,500,000 post-split shares of
restricted common stock to officers of the Company for services valued at
$5,000 and 1,500,000 to Company officers for $5,000 cash.
In 1999, an officer of the Company contributed $15,000 to the Company in
expenses incurred on the Company's behalf. The officer contributed $1,753 in
1998.
10
SCIENTIFIC ENERGY, INC. (FORMERLY QUAZON CORP.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Continued)
NOTE 8 - RELATED PARTY TRANSACTIONS (Continued)
In 1999, an officer of the Company contributed a $10,000 note payable to
the capital of the Company.
In 2000, an officer of the Company contributed $15,500 to the Company in
expenses incurred on the Company's behalf.
On January 8, 2001, the Company issued 750,000 shares of its restricted
common stock to officers of the Company for services valued at $7,500 or
$0.01 per share.
On February 6, 2001, the Company issued 2,258,820 shares of its
restricted common stock to an officer of the Company for services valued
at $22,588 or $0.01 per share.
11
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
Scientific Energy, Inc. (formerly known as Quazon Corp.) (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. 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, 2001, the Company had total assets consisting of technology
of $250,040, as compared to total assets as of December 31, 2000, of $6,951 in
cash. 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, 2001, were $62,004, consisting of accounts payable and
accrued expenses of $31,495, a bank overdraft of $7,671, and note payable
shareholder of $22,837. Total liabilities at December 31, 2000, were $500 in
accounts payable and accrued expenses.
Results of Operations
For the three months ended June 30, 2001, general and administrative
expenses were $57,354, as compared to $852 for the same period in 2000. For
the six months ended June 30, 2001, general and administrative expenses were
$57,354, as compared to $4,085 for the same period in 2000. General and
administrative expenses are primarily for legal and accounting services.
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, 2001, 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, 2001 the Company has borrowed $22,755 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
12
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, 2001, the Company had a net operating loss carry-forward
for income tax reporting purposes of approximately $57,000 that may be offset
against future taxable income through 2021. 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.
13
. 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.
14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries is a party or to which any of its property
is subject and, to the best of its knowledge, no such actions against the
Company are contemplated or threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 6, 2001, the Company entered into an agreement and 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. No cash proceeds were received.
The securities were sold by executive officers of the Company, without
the participation of any underwriter. Both of the investors were accredited
investors who negotiated the purchase of the securities through personal,
face-to-face discussions with executive officers of the Company. The
acquisitions were made pursuant to a written agreement in which the Company
provided detailed representations and warranties, with related disclosure
schedules, respecting the business and financial condition of the Company.
Copies of the Company's periodic reports previously filed with the Securities
and Exchange Commission were provided. Each investor signed an agreement
verifying such investor's status as an accredited investor, that the
securities were being acquired for investment without a view toward their
distribution, acknowledging that the certificates representing the securities
would bear a restrictive legend, and providing additional investor suitability
representations and acknowledgements. Certificates representing the shares
issued bear a notation conspicuously on their face that they constitute
"restricted securities."
The securities were issued in the foregoing offering in reliance on
Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
By majority written consent of holders of 21,658,820 shares, or 93.93%,
of the issued and outstanding stock, the stockholders of the company approved
a corporate name change from Quazon Corp. to Scientific Energy, Inc. effective
July 12, 2001.
15
ITEM 5. OTHER INFORMATION
Financial Statements of Acquired Subsidiary
The financial statements of the Scientific are included beginning
immediately following the signature page to this report as follows:
Page
Independent Auditor's Report ........................................ F-1
Balance Sheet
May 31, 2001 .......................................................F-2
Statements of Operations
Period from May 30, 2001 (inception) to May 31, 2001................F-3
Statement of Stockholders' Equity for the
Period from May 30, 2001 (inception) to May 31, 2001................F-4
Statements of Cash Flows
Period from May 30, 2001 (inception) to May 31, 2001................F-5
Notes to Financial Statements.........................................F-6
Pro Forma Financial Statements
The pro format financial statements have been omitted because there is
no material change from the financial statements as of June 30, 2001 and for
the thee and six months ended June 30, 2001 and 2000 contained in this Form
10-QSB.
16
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 Incorporated
among Quazon Corp., Scientific Energy, by
Inc., and the stockholders of Scientific reference*
Energy, Inc. dated June 6, 2001
Item 3 3 Articles of Incorporation and Bylaws
========== =========== =========================================== ==========
3.01 3 Amendment to Articles of Incorporation
to change the name of the Company to
Scientific Energy, Inc. This filing
Item 10. Material Contracts
========== =========== =========================================== ==========
10.01 10 Royalty Agreement dated May 31, 2001, This filing
by and between Otis H. Sanders, David
Sanders, Daryl Conley, Paul Thomas and
Scientific Energy, Inc.
10.02 10 Form of Employment Agreement dated
May 31, 2001, by and between Scientific This filing
Energy, Inc. and related schedule of
employees and compensation
10.03 10 Loan Agreement dated as of June 15, 2001, This filing
between Scientific Energy, Inc. and Todd
B. Crosland with related form of
Promissory Note
* Incorporated by reference from the current report on Form 8-K, June 6, 2001.
(b) Reports on Form 8-K. During the quarter ended June 30, 2001,
the Company filed the following items on Form 8-K:
Date of Event Reported Item Reported
----------------------- -------------
June 6, 2001 Item 1. Changes In Control Of Registrant
Item 2. Acquisition or Disposition of Assets
Item 5. Other Events
17
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 17, 2001 By /s/ Todd B. Crosland
Todd B. Crosland
President and Chief Financial Officer
18
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
-:-
INDEPENDENT AUDITOR'S REPORT
MAY 31, 2001
19
CONTENTS
Page
Independent Auditor's Report...........................................F - 1
Balance Sheet
May 31, 2001.........................................................F - 2
Statements of Operations
Period From May 30, 2001 (inception) to May 31, 2001.................F - 3
Statement of Stockholders' Equity for the
Period From May 30, 2001 (inception) to May 31, 2001.................F - 4
Statements of Cash Flows
Period From May 30, 2001 (inception) to May 31, 2001.................F - 5
Notes to Financial Statements..........................................F - 6
20
INDEPENDENT AUDITOR'S REPORT
Scientific Energy, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Scientific Energy, Inc. (a
development stage company) as of May 31, 2001, and the related statements of
operations, cash flows, and stockholders' equity for the period from May 30,
2001 (inception) to May 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Scientific energy, Inc. (a
development stage company) as of May 31, 2001, and the results of its
operations and its cash flows for the period from May 30, 2001 (inception) to
May 31, 2001 in conformity with generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
---------------------------
Certified Public Accountants
Salt Lake City, Utah
August 8, 2001
F-1
21
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
BALANCE SHEET
May 31,
2001
-------------
ASSETS
Current Assets:
Cash & Cash Equivalents $ -
-------------
Other Assets:
Technology 250,040
-------------
Total Assets $ 250,040
=============
LIABILITIES
Current Liabilities:
Shareholder Advances $ 5,000
-------------
Total Liabilities 5,000
-------------
STOCKHOLDERS' EQUITY
Preferred Stock, Par value $.01,
Authorized 5,000,000 shares,
No shares issued at May 31, 2001 -
Common Stock, Par value $.01,
Authorized 20,000,000 shares,
Issued 20,000,000 shares
at May 31, 2001 200,000
Paid-In Capital 50,040
Deficit Accumulated During the
Development Stage (5,000)
-------------
Total Stockholders' Equity 245,040
-------------
Total Liabilities and Stockholders' Equity $ 250,040
=============
The accompanying notes are an integral part of these financial statements.
F-2
22
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For The Cumulative
Period since
From May 30,
May 30, 2001 2001
Inception Inception
to of
May 31, Development
2001 Stage
------------- -------------
Revenues: $ - $ -
Expenses:
General & Administrative 5,000 5,000
------------- -------------
Other Income (Expense)
Interest, Net - -
Net Loss $ (5,000) $ (5,000)
============= =============
Basic & Diluted Loss Per Share $ -
=============
The accompanying notes are an integral part of these financial statements.
F-3
23
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 30, 2001 (INCEPTION) TO MAY 31, 2001
Deficit
Accumulated
Since
May 30,
2001
Inception of
Preferred Stock Common Stock Paid-In Development
Shares Par Value Shares Par Value Capital Stage
---------- ---------- ----------- ---------- ---------- -----------
Balance at May 30, 2001
(inception) - $ - - $ - $ - $ -
May 30, 2001, Issuance of
Stock for Technology - - 20,000,000 200,000 50,040 -
Net Loss - - - - - (5,000)
---------- ---------- ----------- ---------- ---------- -----------
Balance at May 31, 2001 - $ - 20,000,000 $ 200,000 $ 50,040 $ (5,000)
========== ========== =========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
24
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For The Cumulative
Period since
From May 30,
May 30, 2001 2001
Inception to Inception of
May 31, Development
2001 Stage
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
- ------------------------------------
Net Loss $ (5,000) $ (5,000)
-------------- -------------
Net Cash Used in operating activities (5,000) (5,000)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ------------------------------------
Net cash provided by investing activities - -
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------
Shareholder Advances 5,000 5,000
-------------- -------------
Net Cash Provided by Financing Activities 5,000 5,000
-------------- -------------
Net (Decrease) Increase in Cash
and Cash Equivalents - -
Cash and Cash Equivalents at Beginning of Period - -
-------------- -------------
Cash and Cash Equivalents at End of Period $ - $ -
============== =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ -
Income taxes $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
Common Stock Exchanged for Technology $ 250,040 $ 250,040
The accompanying notes are an integral part of these financial statements.
F-5
25
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MAY 30, 2001 (INCEPTION) TO MAY 31, 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Scientific Energy, Inc. (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.
Organization and Basis of Presentation
- --------------------------------------
The Company was originally incorporated under the laws of the State of
Utah on May 30, 2001, under the name of Scientific Energy, Inc. As of May 31,
2001, the Company is in the development stage and has not begun planned
principal operations.
Wholly Owned Subsidiary of Parent Company
- -----------------------------------------
On June 6, 2001, the Company entered into an agreement and plan of
reorganization with Scientific Energy, Inc.(Formerly Quazon, Corp.), a Nevada
Corporation ("Parent"). Pursuant to the agreement, Parent issued 20,000,000
shares in exchange for 100% of the issued and outstanding shares of the
Company.
Nature of Business
- ------------------
The Company develops small electricity generation devices to be
incorporated into existing portable electronic devices including portable
laptop computers, handheld devices, cellular phones, and a variety of other
electronic devices. In addition, the Company is developing technology that
will assist both industrial concerns and consumers in a variety of
applications to significantly reduce energy consumption.
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.
F-6
26
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MAY 30, 2001 (INCEPTION) TO MAY 31, 2001
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
- --------------
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
----------- ----------- -----------
(Numerator)(Denominator)
For the Period From May 30, 2001 (inception) to May 31, 2001
------------------------------------------------------------
Basic Loss per Share
Loss to common shareholders $ (5,000) 20,000,000 $ -
=========== =========== ===========
The effect of outstanding common stock equivalents would be
anti-dilutive for May 31, 2001.
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.
NOTE 2 - INCOME TAXES
As of May 31, 2001, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $5,000 that may be offset
against future taxable income through 2021. 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.
F-7
27
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MAY 30, 2001 (INCEPTION) TO MAY 31, 2001
(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 May 31, 2001 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.
The Company leases office space for a research lab in New Mexico. The
lease is month to month with payments of $2,000 per month.
NOTE 5 - EMPLOYMENT CONTRACTS / ROYALTY AGREEMENT
The Company signed a royalty agreement and employment contracts with
Paul Thomas, Daryl Conley, David Sanders and Otis H. Sanders. The royalty
agreement provides for a royalty of 5% of the gross manufacturing cost of the
product invented by such inventor. Payment of royalties is due on or before
the 30th day after each calendar quarter for the previous quarter's
manufacturing costs. The royalty agreement also provides for advances against
future royalties. The annual salaries and royalty advances resulting from
these agreements for each of these individuals are as follows:
Annual Annual
Name Salaries Advances
----------------------------------------------- ------------ -----------
Paul Thomas $ 8,000 $ 15,996
Daryl Conley $ 14,000 $ 27,996
David Sanders $ 8,000 $ 15,996
Otis H. Sanders $ 20,000 $ 39,966
------------ -----------
Total $ 50,000 $ 99,954
============ ===========
F-8