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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

____________________

 

FORM 10-Q /A

Amendment No. 1

 

____________________

   

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT

 

For the transition period from ____________ to____________

 

Commission File No. 000-53526

 

GREENTEK CORP.

(Exact name of Registrant as specified in its charter)

 

Utah 90-0666440
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

 

9900 Corporate Campus Drive, Ste 3000

Louisville, Kentucky  40223

(Address of Principal Executive Offices)

 

(502) 657-6005

(Registrant’s telephone number, including area code)

 

PSP Industries, Inc.

2206 North 640 West

West Bountiful, Utah  84087

(Former name, former address and former fiscal year,

if changed since last report)

 

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 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 [X] No [  ]

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “non-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X] No [ ]

 

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: November 18, 2011 - 1,715,004 shares of common stock.

 

 

 

 
 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 on Form 10-Q/A (the “Form 10-Q/A”) to the Quarterly Report on Form 10-Q for the period ended September 30, 2011 (the “Original Filing”) of GreenTek Corp. (the “Company”), filed with the Securities and Exchange Commission on November 21, 2011, is to:

 

  a) Furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files in accordance with Rule 405 (a)(2) of Regulation S-T. Included as Exhibit 101 to this report is the following information formatted in XBRL: (i) the balance sheets at September 30, 2011 and June 30, 2011, (ii) the statements of operations for the three months ended September 30, 2011 and 2010, (iii) the statements of cash flows for the three months ended September 30, 2011 and 2010, and (iv) the notes to the financial statements (tagged as blocks of text);
     
  b) Correct typographical errors on the balance sheets at September 30, 2011 and June 30, 2011 included in the Original Filing. The amount in the June 30, 2011 column for “Deficit accumulated during the development stage” was shown as (28,598), and should have been (289,158) and “Total Stockholders’ Deficit” was shown as (289,158) and should have been (28,598). The numbers were inadvertently reversed in the Original Filing. All other line items, subtotals and totals on the balance sheets were reflected properly in the Original Filing; and
     
  c) Correct typographical errors in the Exhibit 31.1, 31.2 and 32 Certifications included in the Original Filing. The name of the Company was mistakenly shown as its former name, PSP Industries, Inc., and should have been GreenTek Corp., and on the Exhibit 32 Certification, the quarter ending date was shown as March 31, 2011 rather than the correct quarter ending date of September 30, 2011.

 

In accordance with applicable SEC rules, this Form 10-Q/A includes certifications from our Chief Executive Officer and Chief Financial Officer dated as of the date of this filing.

 

Except for the items noted above, no other information included in the Original Filing is being amended by this Form 10-Q/A. The Form 10-Q/A continues to speak as of the date of the Original Filing and we have not updated the filing to reflect events occurring subsequent to the Original Filing date. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART I

 

Item 1. Financial Statements

 

The Financial Statements of the Registrant required to be filed with this 10-Q /A Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

 

 

 

 

 

GREENTEK CORP.

(formerly PSP Industries, Inc.)

(A Development Stage Company)

 

Financial Statements for the

Three Months Ended

September 30, 2011 and

from inception on August 21, 1978 through

September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 
 

 

GREENTEK CORP.

(formerly PSP Industries, Inc.)

(A Development Stage Company)

 

 

 

 

CONTENTS

  Page
Balance Sheets 5
Statements of Operations 6
Statements of Cash Flows 7
Notes to Financial Statements 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 
 

 

 

 

GREENTEK CORP.

(formerly PSP Industries, Inc.)

(A Development Stage Company)

 

BALANCE SHEETS

 

 

ASSETS

  September 30, 2011  

June 30,

2011

CURRENT ASSETS   (Unaudited)      
Cash and cash equivalents $ -   $ -
Prepaid Expenses    2,000      
         TOTAL ASSETS $ 2,000   $ -
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT
           
CURRENT LIABILITIES          
     Accounts payable and accrued expenses $ 4,915   $ 2,668
     Notes payable -related party   31,962     25,930
           
           Total Current Liabilities   36,277     28,598
           
           TOTAL LIABILITIES   36,277     28,598
           
STOCKHOLDERS’ DEFICIT          

Common Stock, $.001 par value, 200,000,000 shares authorized,

1,715,004 shares issued and outstanding

 

 

1,715

   

 

1,715

     Additional paid-in capital   258,845     258,845
     Deficit accumulated during the development stage   (294,837)     (289,158)
           
           Total Stockholders’ Deficit   (34,277)     (28,598)
           
           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,000   $ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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GREENTEK CORP.

(formerly PSP Industries, Inc.)

(A Development Stage Company)

(Unaudited)

 

STATEMENTS OF OPERATIONS

 

 

 

 

For the Three Months Ended

September 30,

   

From Inception on August 21, 1978 Through

September 30,

  2011   2010   2011  
             
NET REVENUES $ -   $ -   $ -  
                   
OPERATING EXPENSES                  
     Selling, general and administrative   5,679     10,854     272,917  
     Interest expense   -     1,734     21,920  
                   
        Total Operating Expenses   5,679     12,588     294,837  
                   
NET LOSS BEFORE INCOME TAXES   (5,679)     (12,588)     (294,837)  
                   
PROVISION FOR INCOME TAXES   -     -     -  
                   
NET LOSS $ (5,679)   $ (12,588)   $ (294,837)  
                   
BASIC NET LOSS PER SHARE $ (0.00)   $ (0.01)        
                   
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING  

 

1,715,004

   

 

1,715,004

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

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GREENTEK CORP.

(formerly PSP Industries, Inc.)

(A Development Stage Company)

(Unaudited)

 

STATEMENTS OF CASH FLOWS

 

 

 

 

For the Three Months Ended

September 30,

  From Inception on August 21, 1978 through September 30,
  2011 2010   2011
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss $ (5,679) $ (12,588) $ (294,837)

Adjustments to reconcile net loss to net cash

used by operating activities:

           
Common stock issued for services rendered   -   -   57,597
Notes payable issued for services rendered   -   -   5,400
Notes payable - related party issued for services rendered   -   -   4,000
Changes in operating assets and liabilities:            
            Prepaid expenses   (2,000)   -   (2,000)
            Accounts payable and accrued expenses   2,247   7,726   31,616
            Net Cash Used by Operating Activities   (5,432)   (4,862)   (198,224)
             
CASH FLOWS FROM INVESTING ACTIVITIES   -   -   -
             
CASH FLOWS FROM FINANCING ACTIVITIES            
     Proceeds from notes payable - related party   5,432   5,000   111,362
     Contributed capital for expenses   -   -   3,612
     Net proceeds from issuance of common stock   -   -   83,250
            Net Cash Provided by Financing Activities   5,432   5,000   198,223
             
DECREASE IN CASH AND CASH EQUIVALENTS   -   138    -
             
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   -   3,660    -
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ $ 3,798 $ -
             
SUPPLEMENTAL DISCLOSURES:            
    Cash paid for interest $ - $ - $ -
    Cash paid for income taxes $ - $ - $ -
             
NON-CASH INVESTING AND FINANCING ACTIVITIES:            
Common stock issued for services rendered $ - $ - $ 57,597

Notes payable and notes payable -related party issued for

services rendered

 

$

 

-

 

$

 

-

 

$

 

9,400

Common stock issued for notes payable $ - $ - $ 2,700
Common stock issued for notes payable-related party $ - $ - $ 13,400
Stock repurchase paid by related party $ - $ - $ 20
Capital Contributed for Liabilities $ - $ - $ 105,022

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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GREENTEK CORP.

(formerly PSP Industries, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2011

 

NOTE 1 BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K filed on October 13, 2011. Operating results for the three months ended September 30, 2011 are not necessarily indicative of the results to be expected for the year ending June 30, 2012.

 

NOTE 2 RELATED PARTY TRANSACTIONS

 

The Company has been dependent upon certain related parties to provide working capital in the development of the Company’s business. The related parties have generally provided services and/or incurred expenses on behalf of the Company or have provided the necessary operating capital to continue pursuing its business. At September 30, 2011 and June 30, 2011, the Company had notes payable to related parties of $31,362 and $25,930, respectively. These amounts are payable to stockholders of the Company and are without terms.

 

NOTE 3 GOING CONCERN CONSIDERATIONS

 

The accompanying financial statements have been 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. As reported in its Annual Report on Form 10-K for the year ended June 30, 2011, the Company has an accumulated deficit of $289,158 from inception of the Company through June 30, 2011. The accumulated deficit as of September 30, 2011 was $294,837 and the total stockholders’ deficit at September 30, 2011 was $34,277 and the Company had a working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:

 

The Company’s management has developed a strategy of exploring all options available to it so that it can develop successful operations.  As a part of this plan, management is currently seeking a merger candidate with a well capitalized operating company.  In the meantime, shareholders of the Company have committed to the continued funding of the Company via equity and contributed capital.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

 

NOTE 4 SUBSEQUENT EVENTS

 

The Company evaluated events through the date the financial statements were issued and filed with our Form 10-Q on November 21, 2011 . There were no subsequent events that required recognition or disclosure.

 

 

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Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

 

Forward-looking Statements

 

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

 

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

 

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

 

Plan of Operation

 

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.

 

During the next 12 months, our only foreseeable cash requirements, which may be advanced by our management or principal stockholders as loans to us, will relate to maintaining our good standing or the payment of expenses associated with legal, accounting and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective acquisition or business combination candidate as of the date of this Annual Report, it is impossible to predict the amount of any such costs or required advances. Any such loan will be on terms no less favorable to us than would have been made available to us from a commercial lender in an arm’s length transaction.

 

Results of Operations

 

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

 

We had no material operations during the quarterly period ended September 30, 2011. In the quarterly period ended September 30, 2011, we had revenues of $0, compared to $0 revenues for the quarterly period ended September 30, 2010. Selling, general and administrative expenses were $5,679 for the period ended September 30, 2011 compared to $10,854 for the corresponding period in 2010. We had interest expenses of $0 and $1,734 for the periods ended September 30, 2011 and 2010, respectively. We had a net loss of $5,679 for the three months ended September 30, 2011 compared to a net loss of $12,588 for the same period in 2010.

 

Liquidity and Capital Resources

 

We had cash or cash equivalents of $0 on hand at September 30, 2011 and at June 30, 2011. If additional funds are required in connection with our present planned business operations of seeking an acquisition or business combination candidate or for Exchange Act filings or other expenses, such funds may be advanced by management or principal stockholders. During the three months ended September 30, 2011, advances were made to the Company by a principal stockholder, JM International, Ltd., in the amount of $5,432, which were still outstanding as of September 30, 2011. The aggregate amount of advances by this related party through September 30, 2011 are $31,362, which are without terms and still outstanding as of the date of this Quarterly Report. Because we have not identified any acquisition or business combination candidate, it is impossible to predict the amount of funds required in the future.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not required.

 

 

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Item 4. Controls and Procedures.

 

Evaluation of disclosure controls and procedures

 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q . In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2011, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting

 

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 6. Exhibits.

 

Exhibit No. Identification of Exhibit
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Min-Chul Shin, Chief Executive Officer.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Young-Kyung Lee, Chief Financial Officer.
32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Min-Chul Shin, Chief Executive Officer and Young-Kyung Lee, Chief Financial Officer.
101 The following materials from our Quarterly Report on Form 10-Q /A for the quarter ended September 30, 2011, formatted in XBRL (eXtensible Business reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

GREENTEK CORP.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

 

 

Date: November 30 , 2011   By:
        Min-Chul Shin, Chief Executive Officer and Director
         
         
         
Date: November 30 , 2011   By:
        Young-Kyung Lee, Chief Financial Officer and Director

 

 

 

 

 

 

 

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