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 September 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.
shares
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
Safetek International, Inc.
And Subsidiaries
Consolidated Financial Statements
September 30, 2003 and 2002
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Form 10-Q For The Quarter Ended September 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
------
September 30, December 31,
2003 2002
(Unaudited)
----------- -------------
Current Assets
Cash $ 30 $ --
----------- -------------
Total assets $ 30 $ --
----------- -------------
(Continued)
See accompanying notes to consolidated financial statements
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
Liabilities and Stockholders' Deficit
September 30, December 31,
2003 2002
(Unaudited)
----------- -----------
Current Liabilities:
Accounts payable $ 266,205 $ 266,215
Due to stockholders 45,849 43,374
----------- -----------
Total current liabilities 312,054 309,589
Subordinated convertible redeemable debenture 135,027 265,828
----------- -----------
Total liabilities 447,081 575,417
----------- -----------
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 September 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)
----------- -----------
Total liabilities and stockholders' deficit $ 30 $ --
=========== ===========
See accompanying notes to financial statements.
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For The Nine Months Ended September 30, 2003 and 2002
(Unaudited)
2003 2002
----------- -----------
Cash flows from operating activities:
Net loss $ (6,684) $ (196,317)
Adjustments to reconcile net loss to net cash
used by operating activities:
Cash provided by 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 and accrued expenses (10) 272,484
Advanced to/from stockholders 2,474 11,430
----------- -----------
Net cash provided by operating activities 30 108,182
-----------
Cash flows from investing activities:
Construction in progress - equipment -- (400,000)
----------- -----------
Net cash used in investing activities -- (400,000)
----------- -----------
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
----------- -----------
Net increase(decrease) in cash 30 (1,668)
Cash at beginning of period -- 1,745
----------- -----------
Cash at end of period $ 30 $ 77
=========== ===========
Supplemental disclosures:
Cash paid during the year for:
Interest -- --
=========== ===========
Income taxes -- --
=========== ===========
See accompanying notes to financial statements.
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Nine Months Ended Three Months Ended
September 30, September 30,
(unaudited) (unaudited)
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net Sales $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
Expenses
General and Administrative 6,684 196,317 -- 85,057
----------- ----------- ----------- -----------
Total Expenses 6,684 196,317 -- 85,057
----------- ----------- ----------- -----------
Net Operating Loss (6,684) (196,317) -- (85,057)
----------- ----------- ----------- -----------
Basic and diluted earnings per share $ (.000) $ (.0033) $ (.000) $ (.001)
=========== =========== =========== ===========
Weighted average number
of shares outstanding 242,222,707 58,903,465 382,222,707 72,491,657
----------- ----------- ----------- -----------
See accompanying notes to financial statements.
SAFETEK INTERNATIONAL, INC.
AND SUBSIDIARIES
Notes to consolidated Financial Statements
September 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 September 30, 2003 and results of
operations and cash flows for the three and nine months ended
September 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.
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 nine months ended September 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 as well as other expenses.
Item 3 Controls And Procedures
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 September 30, 2003 382,472,707 38,247 3,021,029
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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
(a) Exhibits.
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