UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
- ---------- OF 1934
For the transition period from ____________ to ___________
Commission File Number: 33-22175
SAFETEK INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 75-2226896
- ---------------------------- ----------------------------
(State of incorporation) (IRS Employer ID Number)
5509 11th Avenue, Brooklyn, NY 11219
(Address of principal executive offices)
718-436-8246
(Issuer's telephone number)
(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: July29, 2004 - 499,472,707 shares.
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
Safetek International, Inc.
And Subsidiaries
Consolidated Financial Statements
June 30, 2003 and 2002
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Form 10-Q For The Quarter Ended June 30, 2003
Table of Contents
Part 1 - Financial Information
- ------ ---------------------
Financial Statements and notes to financial statements
Management's Discussion and Analysis of financial condition and results
of operations
Part 2 - Other Information
- ------ -----------------
Legal Proceedings
Changes in Securities
Defaults Upon Senior Securities
Other Information
Exhibits and Reports on Form 8-K
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
Assets
June 30, December 31,
2003 2002
(Unaudited)
--------- ---------
Current Assets
Cash $ 30 $ -
--------- ---------
Total Assets $ 30 $ -
========= =========
See accompanying notes to consolidated financial statements
(Continued)
1
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
Liabilities and Stockholders' Deficit
June 30, December 31,
2003 2002
(Unaudited)
------------- -------------
Current Liabilities:
Accounts payable $ 266,205 $ 266,215
Due to stockholders 45,849 43,374
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Total current liabilities 312,054 309,589
Subordinated convertible redeemable debenture 135,027 265,828
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Total liabilities 447,081 575,417
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Redeemable convertible preferred shares (4,648 shares,
par value $.0001, redeemable prior to February 21, 2002
at $50 per share, 1,000,000 shares authorized) 232,400 232,400
------------- -------------
Stockholders' deficit:
Common stock, $.0001 par value authorized 500,000,000 shares,
issued and outstanding 382,472,707 and 101,972,707 shares
at June 30, 2003 and December 31, 2002 respectively 38,247 10,197
Additional paid-in capital 3,021,029 2,914,028
Accumulated deficit (3,738,727) (3,732,042)
------------- -------------
Total stockholders' deficit (679,451) (807,817)
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Total liabilities and stockholders' deficit $ 30 $ --
============= =============
See accompanying notes to financial statements.
2
SAFETEK INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30,
2003 2002 2003 2002
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Net sales $ -- $ -- -- --
------------- ------------- ------------- -------------
Gross profit -- -- -- --
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Expenses
General and administrative 6,684 111,260 1,507 52,993
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Total expenses 6,684 111,,260 1,507 52,993
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Net loss $ (6,684) $ (111,260) $ (1,507) $ (52,993)
============= ============= ============= =============
Basic and diluted loss per share $ (.00) $ (0.002) $ (.000) $ (.001)
------------- ------------- ------------- -------------
Weighted average numbers of shares outstanding 217,972,707 55,520,488 281,472,707 61,544,590
============= ============= ------------- -------------
See accompanying notes to financial statements.
3
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the six months ended June 30, 2003 and 2002
(Unaudited)
2003 2002
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Cash flows from operating activities:
Net loss $ (6,684) $(111,260)
Adjustments to reconcile net loss to net cash
used by operating activities:
Cash provided by (used for) changes in:
Issuance of common stock for services 4,250 20,500
(Increase) decrease in assets:
Accounts receivable -- 85
Increase (decrease) in liabilities:
Accounts payable (10) 101,035
Advanced to/from stockholders 2,474 (1,950)
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Net cash provided by operating activities 30 8,410
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Cash flows from investing activities:
Construction in progress-equipment -- (300,000)
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Net cash used in investing activities -- (300,000)
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Cash flows from financing activities:
Proceeds from issuance of debentures and exercise of stock option -- 290,150
--------- ---------
Net cash provided by financing activities -- 290,150
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Net increase (decrease) in cash 30 (1,440)
Cash at beginning of period -- 1,883
--------- ---------
Cash at end of period $ 30 $ 305
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Supplemental disclosures:
Cash paid during the year for:
Interest -- --
--------- ---------
Income taxes -- --
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See accompanying notes to financial statements.
4
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Notes to consolidated Financial Statements
June 30, 2003
(Unaudited)
Part I
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 June 30, 2003 and results of
operations and cash flows for the three and six months ended June 30, 2003
and 2002. 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.
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Management's Discussion and Analysis of Financial Condition and Results of
Operations
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 the 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. Financial Condition and Plan of Operations
Safetek was reorganized in May 2001 for the purpose of providing embryonic
companies with good concepts and promising patented ideas, presented to
them by inventors and actual proof of concepts and working prototypes, in
order to bring these products to fruition.
3. Results of Operation, Liquidity and Capital Resources
For the three and six months ended June 30, 2003, the Company had no
revenues. The liabilities of the Company are mainly monies received from
8% series A Senior subordinated convertible redeemable debentures to pay
for this contract as well as other expenses.
a. Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Within the 90 days prior to the filing of this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.
b. Changes in Internal Controls:
There were no changes in the Company's internal controls or in other
factors that could have significantly affected those controls subsequent to the
date of the Company's most recent evaluation.
Part II Other Information
1. Legal Proceedings - None
2. Changes in Securities:
Common Stock
------------
Number of Additional
Of Shares Par Value Paid in capital
----------- ----------- -----------
Balance at December 31, 2002 101,972,707 10,197 2,914,028
Debentures Converted 238,000,000 23,800 107,001
Shares issued for services 42,500,000 4,250 --
----------- ----------- -----------
Balance at June 30, 2003 382,472,707 38,247 3,021,029
=========== =========== ===========
3. Defaults on Senior Securities - None
4. Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled meetings during the reporting
period.
5. Other information - None
6. Exhibits and Reports on Form 8-K - None
(a) Exhibits.
6
Exhibit 31 - Certification of Chief Executive Officer and Principal Financial
Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32 - Certification of Chief Executive Officer and Principal Financial
Officer Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K. None
Item 3 Controls And Procedures
7