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EX-32 - EXHIBIT 32 - RadTek, Inc | radtek10q2q15ex32.htm |
EX-31 - EXHIBIT 31 - RadTek, Inc | radtek10q2q15ex31.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-54152
RadTek, Inc.
(Exact name of Registrant as specified in its charter)
Nevada |
| 27-2039490 |
(State or Other Jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
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| 9900 Corporate Campus Drive, Ste 3000, c/o PEG |
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| Louisville, Kentucky 40223 |
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| (Address of Principal Executive Offices) |
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| (502) 657-6005 |
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| (Registrants telephone number, including area code) |
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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 [X] 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):
1
Large accelerated filer [ ] |
| Non-accelerated filer [ ] |
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 [ ] No [X]
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date: August 19, 2015 121,336,800 shares of common stock.
2
FORM 10-Q
TABLE OF CONTENTS
PART 1 FINANCIAL INFORMATION
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| Page |
Item 1. Consolidated Financial Statements (Unaudited) |
| 4 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 13 |
Item 3. Quantitative and Qualitative Disclosure About Market Risk |
| 15 |
Item 4. Controls and Procedures |
| 15 |
PART II OTHER INFORMATION
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Item 1. Legal Proceedings |
| 16 |
Item 1A. Risk Factors |
| 16 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| 16 |
Item 3. Defaults upon Senior Securities |
| 16 |
Item 4. Mine Safety Disclosures |
| 16 |
Item 5. Other Information |
| 16 |
Item 6. Exhibits |
| 16 |
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SIGNATURES |
| 17 |
PART I
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed with this 10-Q 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.
3
Consolidated Balance Sheets
As of June 30, 2015 and December 31, 2014
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| June 30, 2015 | 2014 | ||
Assets |
| (Unaudited) |
| (Audited) | ||||
Current assets: |
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Cash and cash equivalents | $ | 43,140 | $ | 213,247 | ||||
Accounts receivable, net |
| 56,945 |
| 6,295 | ||||
Loan Receivable |
| 347,137 |
| - | ||||
Prepaid expenses and other assets |
| 1,148,964 |
| 899,729 | ||||
Inventories |
| - |
| 1,513 | ||||
Total Current assets |
| 1,596,186 |
| 1,120,784 | ||||
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Investment |
| 8,127 |
| 8,311 | ||||
Property and equipment, net |
| - |
| - | ||||
Intangible assets |
| 83,410 |
| 88,325 | ||||
Security deposits |
| 29,357 |
| 27,293 | ||||
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| 120,894 |
| 123,929 |
Total assets | $ | 1,717,080 | $ | 1,244,713 | ||||
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Liabilities and equity |
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Current liabilities: |
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Accounts and other payable | $ | 327,934 | $ | 355,910 | ||||
Short-term borrowings |
| 133,440 |
| 136,463 | ||||
Loan from related party |
| - |
| 160,000 | ||||
Advances from related party |
| 800,617 |
| 440,817 | ||||
Advance payments on contracts |
| 1,307,220 |
| 1,025,051 | ||||
Other current liabilities |
| 17,553 |
| 3,394 | ||||
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| 2,586,764 |
| 2,121,635 |
Non-current liabilities: |
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Accrued severance benefits, net |
| 38,694 |
| 32,683 | ||||
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| 38,694 |
| 32,683 |
Total liabilities |
| 2,625,458 |
| 2,154,318 | ||||
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Equity: |
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Preferred Stock: |
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| Authorized: 10,000,000 shares, $0.001 par value |
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| Issued and outstanding shares: 0 |
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Common stock; |
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| Authorized: 1,990,000,000 shares, $0.001 par value |
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| Issued and outstanding: 121,336,800 and 121,336,800 shares |
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| as of June 30, 2015 and December 31, 2014, respectively | 176,712 |
| 176,712 | |||
Additional paid-in capital |
| 1,638,511 |
| 1,638,511 | ||||
Treasury Stock (55,375,000 shares) |
| (375,053) |
| (375,053) | ||||
Accumulated other comprehensive loss |
| 36,246 |
| 7,408 | ||||
Accumulated deficits |
| (2,384,794) |
| (2,357,183) | ||||
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Total equity |
| (908,378) |
| (909,605) | ||||
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Total liabilities and equity | $ | 1,717,080 | $ | 1,244,713 |
The accompanying notes are an integral part of these financial statements.
4
RADTEK CO., LTD.
Consolidated Statement of Operations (Unaudited)
For the Three and Six Months Ended June 30, 2015 and 2014
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| Three Months Ended | Six Months Ended | ||||||
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| June 30, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | ||||
Net revenues | $ | 49,666 | $ | 54,534 | $ | 295,441 | $ | 241,366 | |
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Cost of sales |
| 44,308 |
| 41,389 |
| 95,627 |
| 166,017 | |
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Gross profit |
| 5,358 |
| 13,145 |
| 199,814 |
| 75,349 | |
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Operating expenses : |
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Depreciation and Amortization |
| 1,515 |
| 1,615 |
| 3,026 |
| 3,171 | |
Consulting fees |
| 0 |
| 0 |
| 0 |
| 435,736 | |
Selling and administrative expenses |
| 120,721 |
| 77,992 |
| 211,740 |
| 594,291 | |
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Total Operating expenses |
| 122,236 |
| 79,607 |
| 214,766 |
| 1,033,198 | |
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Gain(Loss) from operations |
| (116,878) |
| (66,462) |
| (14,952) |
| (957,849) | |
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Other income(expenses) : |
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Interest expense, net |
| 43 |
| (1,384) |
| (1,664) |
| (3,341) | |
Foreign exchange transaction gain (loss) |
| (13,113) |
| 24,601 |
| (10,995) |
| 15,575 | |
other income, net |
| 0 |
| (2,603) |
| 0 |
| (4,394) | |
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| (13,070) |
| 20,614 |
| (12,659) |
| 7,840 |
Income for the year before tax |
| (129,948) |
| (45,848) |
| (27,611) |
| (950,009) | |
Provision for income tax |
| - |
| - |
| 0 |
| - | |
Net income |
| (129,948) |
| (45,848) |
| (27,611) |
| (950,009) | |
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Other Comprehensive income (loss) |
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Foreign currency translation adjustments |
| 21,369 |
| (39,307) |
| 28,838 |
| (39,548) | |
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Comprehensive income (loss) | $ | (108,579) | $ | (85,155) | $ | 1,227 | $ | (989,557) | |
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Earnings per share: |
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- | Basic and diluted earnings per share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.01) |
- | Weighted Average Outstanding Shares |
| 121,336,800 |
| 121,336,800 |
| 121,336,800 |
| 92,365,805 |
The accompanying notes are an integral part of these financial statements.
5
RADTEK CO., LTD.
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2015 and 2014
| June 30, 2015 | June 30, 2014 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net Gain(loss) | $ | (27,611) | $ | (950,009) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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- Depreciation and amortization |
| 3,026 |
| 3,171 |
- Severance benefits |
| 6,011 |
| 2,994 |
- Stock based compensation |
| 0 |
| 871,472 |
Change in assets and liabilities, net of the effect of acquisitions: |
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- Accounts receivable |
| (50,650) |
| (48,653) |
- Inventory |
| 1,513 |
| 0 |
- Prepaid expenses and other assets |
| (249,235) |
| (787,773) |
- Accounts payable and other payable |
| (27,976) |
| 126,325 |
- Advance payments on contracts |
| 282,169 |
| 1,350,329 |
- Accrued liabilities and other liabilities |
| 14,159 |
| 13,204 |
Net cash provided by (used in) operating activities |
| (48,594) |
| 581,060 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Loan receivable |
| (347,137) |
| - |
Net cash used in investing activities |
| (347,137) |
| - |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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- Proceeds from short-term borrowings |
| - |
| - |
- Loan from related party |
| (160,000) |
| 65,000 |
- Advances from related parties |
| 359,800 |
| 61,435 |
Net cash provided by financing activities |
| 199,800 |
| 126,435 |
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Net decrease in cash and cash equivalent |
| (195,931) |
| 707,495 |
Effect of exchange rate changes |
| 25,824 |
| (33,997) |
Cash and cash equivalent at beginning of year |
| 213,247 |
| 106,908 |
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Cash and cash equivalent at end of year | $ | 43,140 | $ | 780,406 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
| 3,024 |
| 3,341 |
The accompanying notes are an integral part of these financial statements.
6
RadTek, Inc.
Consolidated Notes to the Financial Statements
June 30, 2015 (Unaudited)
Note 1 Nature of Business
(a) Description of Business
RadTek, Inc. (the Company) was incorporated in Nevada on December 18, 2009, under the laws of the State of Nevada, for the purpose of providing management consulting services to the small or median sized private companies in the Taiwan that want to look for business partners, or agencies, or financing resources, or to become public through IPO or reverse merger in the United States, or Canada.
The Company was a subsidiary of USChina Channel Inc., and spun off on March 15, 2010. As of March 18, 2013 the company filed with the Nevada Secretary of State and subsequently with the SEC and FINRA for a name change to RadTek, Inc., change to the Articles of Incorporation. With this the ticker of the company also changed to RDTK and created a class of preferred stock with 10,000,000 shares issuable. No preferred shares have been issued to date.
On November 26, 2013, the Company acquired RadTek, Co. Ltd. RadTek, Co., Ltd. was incorporated under the laws of Republic of Korea in May 2001, and is engaged in developing and marketing radiation-imaging system and equipment that employ digital radiography technology. The systems offered are primarily in the line of radiation scanning and related engineering services for users in various fields such as biotechnology, medical, product quality control, and security system. The specific product line includes food inspection systems, X-ray diagnosis related systems, baggage and container inspection systems, and radiation safety engineering. As the market in this field is dominated by high-priced systems for large users, the Company aims to focus on the niche market of small users by offering low-cost models.
On December 31, 2012, RadTek, Co., Ltd. entered into an agreement to acquire a company (a Nevada corporation) listed on Over-the-Counter Market of the United States. This transaction was completed in February 2013, and has resulted in the acquisition of 89.6% of the outstanding voting shares of the listed company at the consideration of $375,000 including transaction expenses. All amounts recorded as treasury stock in consolidated balance sheet as of December 31, 2013.
On November 26, 2013, the Company entered into a definitive agreement with RadTek, Co. Ltd.s shareholders. Pursuant to the agreement, the Company purchased all of the outstanding securities of the RadTek, Co. Ltd. (1,900,000) in exchange for 1,900,000 common shares of the Company. RadTek Co. Ltd. shall be a wholly owned subsidiary of the Company. RadTek, Co. Ltd. is treated as the accounting acquirer in the accompanying financial statements. In the transaction, the Company issued 1,900,000 common shares to the shareholders of RadTek, Co. Ltd.; such shares represented, immediately following the transaction, 94% of the outstanding shares of the Company (excluding treasury stock of 55,375,000 shares). The transaction was accounted for as a reverse merger and a reverse recapitalization and the issuances of common stock were recorded as a reclassification between paid-in-capital and par value of Common Stock.
7
On January 15, 2014, the Board of Directors approved to increase authorized common shares from 60,000,000 common shares, par value $0.001 to 1,990,000,000 common shares, par value $0.001 per common shares and to effectuate a forward split of RadTeks common stock at an exchange ratio of 50 for 1 so that each outstanding common share before the forward split shall represent 50 common shares after the forward split.
(b) Basis of Presentation and Going Concern Considerations
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.
For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014.
These consolidated financial statements present the financial condition, and results of operations and cash flows of the operating companies.
The Companys financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses over the past years which have resulted in stockholders accumulated deficits of approximately $2,385 thousand and a working capital deficit of approximately $991 thousand at June 30, 2015. These conditions raise uncertainty about the Companys ability to continue as a going concern.
The Companys ability to continue as a going concern is contingent upon its ability to secure additional financing, increase sales of its products and attain profitable operations. It is the intent of management to continue to raise additional capital to sustain operations and to pursue acquisitions of operating companies in order to generate future profits for the Company. However, there can be no assurance that the Company will be able to secure such additional funds or obtain such on terms satisfactory to the Company, if at all.
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 this uncertainty.
Note 2 Investment
The Company invested W30,000,000 (about US$28,000) in KTEX Ltd. in 2012. The Company has ownership of 3% of KTEX. The Company recognized loss on investment of $22,580 in 2013. The company recorded gain of $3,513 as comprehensive income in 2014.
8
Note 3 Loan receivable
The Company loaned $347,137 to C&D Corporation Co., Ltd.(See Note 9) $240,631 is due on July 28, 2015. The interest is 6% per annum. The company accrued interest of $1,889 as of June 30, 2015. $106,506 is on demand and without interest.
Note 4 Intangibles
The Companys intangible assets are composed of the following as of June 30, 2015 and December 31, 2014:
| June 30, 2015 | December 31, 2014 |
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Patents | $ 12,734 | $ 13,023 |
Technical rights | 106,629 | 109,044 |
| 119,363 | 122,067 |
Accumulated amortization | (35,953) | (33,742) |
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Intangible assets, net | $ 83,410 | $ 88,325 |
Direct costs incurred in obtaining patents and technical rights are capitalized. These patents and rights are subject to amortization as their lives are statutorily limited in South Korea, typically over the period of twenty years. Accordingly, they are being amortized over the statutory lives. Management considered recoverability of the balances of these assets and determined that no adjustment was necessary as of June 30, 2015.
Amortization expenses for the six months ended June 30, 2015 and the years ended December 31, 2014 were $3,026and $6,316, respectively.
Note 5 Short-term Borrowings
Short term borrowings consist of the following as of June 30, 2015 and December 31, 2014:
| June 30, 2015 | December 31, 2014 |
Note payable to a bank at interest rate of 4.39%. The line matures in November 2015. | $ 133,440 | $ 136,463 |
Total short-term borrowings | $ 133,440 | $ 136,463 |
Note 6 Advances from Related Party
The Company, on an as need basis, borrows funds from a shareholder. The borrowings are unsecured and payments are made at the Companys discretion. The borrowings are non-interest rate. Total borrowing as of June 30, 2015 and December 31, 2014 were $800,617 and $440,817 respectively.
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Note 7 Loan agreement
On April 1, May1, and July 2, 2014, the Company entered loan agreement of $50,000, $50,000 and $60,000 with related party, respectively. The interest is 2% per annum and repayment date is March 24, 2015. As of December 31, 2014, the Company borrowed $160,000 from related party. As of December 31, 2014, accrued interest of $1,284 has been recorded in accounts and other payable. The Company repaid $160,000 in January 2015.
Note 8 Common stock
On November 26, 2013, the Company entered into a definitive agreement with RadTek, Co. Ltd.s shareholders. Pursuant to the agreement, the Company purchased all of the outstanding securities of the RadTek, Co. Ltd. (1,900,000) in exchange for 95,000,000 common shares of the Company.
As of December 31, 2013, the Company holds 55,375,000 common shares ($375,053) as treasury stocks recorded as capital adjustment.
On January 15, 2014, the Board of Directors approved to increase authorized common shares from 60,000,000 common shares, par value $0.001 to 1,990,000,000 common shares, par value $0.001 per common shares and to effectuate a forward split of RadTeks common stock at an exchange ratio of 50 for 1 so that each outstanding common share before the forward split shall represent 50 common shares after the forward split. All share amounts have been retroactively adjusted for all periods presented.
On January 14, 2014, the Company issued 20,000,000 common shares to two employees and three consultants valued at the market close and recorded as $435,736 in selling and administrative expenses and $435,736 in consulting fees, respectively, for an aggregate expense of $871,472.
Note 9 Significant contracts
The Company has contracted with Korea Research Institute of Ships and Ocean Engineering (KRISO) for delivery of Cargo Inspection System (CIS) X-ray Accelerator which worth $945,447 on February 13, 2014. Under the payment term, 80% before shipment and 20% after the delivery, the Company has received 756,000 USD, the 80%, from KIOST on May 23, 2014. The delivery due date was postponed as request from KRISO. It was delivered but not installed, and the final 20% of the whole payment was billed to KRISO as of November 10, 2014. Final 20% was received by RadTek Inc. on 17th of November, 2014. The installation is scheduled in July 2015.
The Company also got the delivery contract with KRISO for Temperature Control Unit of the X-ray Accelerator, which worth $25,500, on July 21, 2014. On January 21, 2015, KRISO and the Company contracted for CIS Array Detection System which worth $332,956. The installation of all two items are scheduled in July, 2015.
10
The Company got sales and delivery contract of its Food Inspection System, which worth 42,900,000 KRW ($38,000) with BIO PORT KOREA INC. on December 4, 2014 and completed the delivery in March 2015.
The Company got sales and delivery contract of its Food Inspection System, which worth 79,000,000 KRW ($70,000) with Hanultari Co., Ltd. on December 8, 2014 and completed the delivery in March 2015.
The Company contracted with SKTelecom for maintenance service of Korea Customs Services Cargo Inspection Center II in Busan New Port. The contract ends on Dec 31, 2018 and the amount is 762,685,000 KRW ($672,000). The Company recognized revenue of 165,750,000KRW ($150,818) for the six months ended June 30, 2015.
The contract was made on March 16, 2015. The Company and KTExpress Co. LTD (hereafter KTExpress) has come to a contract for delivery of Industrial Network System Integration for Freights (hereafter the Project). The total contract amount is approximately 500,000,000KRW ($458,000). The company and KT Express set the Project in 3 steps. 1st step is designing and customizing of the network system, control program, and processor. 2nd step is manufacturing of control program. The last step is installation and delivery of the network devices and the program. The installation is scheduled in September 30, 2015.
On April 28, 2015, the Company entered into an agreement with C&D Co. Ltd., a South Korean company, for the purposes of creating a new corporation. The new corporation will be an Internet Protocol television platform establishment and equipment delivery service. Under the agreement, the Company will raise $2 million for the purposes of establishing the new corporation and registering the shares with FINRA. The Company will then transfer all related resources to the new corporation after its establishment. C&D will provide use of its patents, licenses, trademarks and registered service marks to the Company, as well as its products, marketing support, and technical support. Once the new corporation has been established, all of the patents, licenses, trademarks, and registered service marks will be transferred to the new corporation.
Vietnam Multimedia Corporation (VTC), RadTek co., Ltd. and Giltz Capital Finance AG Group has made Memorandum of Agreement on May 27, 2015. The parties have agreed on supplying IPTV service and set-top boxes in Vietnam. In order to perform the business, the parties will establish a Joint Venture Company (JVC) in Vietnam and they will make 50 million USD investment on the business.
On April 6, 2015, RadTek Co., Ltd. has signed a Memorandum of Agreement (MOA) with C&D Corporation Co., Ltd. in purpose of a business which is supplying IPTV platform installation and devices to domestic and international customers. RadTeks duty in the contract is to promote investment for the fund problems of the business while C&D supplies required devices and service by providing IPTV related technical licenses and exclusivities. RadTek has loaned to Daeyoung Lim who is CEO of C&D and the loan is limited to use only for the company normalization.
11
Note 10 Investment Agreement and Marketing Agreement
On April 22, 2014, the Company entered into an investment agreement and a corresponding registration rights agreement with Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership. Under the terms of the investment agreement, Dutchess will invest up to $20,000,000 to purchase the Companys common shares. From time to time, the Company may deliver a put notice to Dutchess which states the dollar amount of shares they wish to sell. This amount shall be equal to up to either 1) 300% of the average daily US market value of the common stock for three trading days prior to the date of the put notice, or 2) $300,000.
Once a put notice has been delivered to Dutchess, Dutchess will purchase the shares at a price equal to 95% of the lowest daily volume weighted average price of the common stock for the five consecutive trading days following delivery of the put notice. The closing date for the put notice is at the end of that five day period. If the Company has not issued the shares at the end of that period, they agree to pay a cumulative late fee for each trading day beyond the closing date.
Dutchess cannot purchase more than 4.99% of the total common shares outstanding as of the closing date.
Dutchess is not obligated to purchase any shares unless 1) a registration statement has been declared effective and remains effective and available for the resale of all registerable securities at all times until the closing of each subject put notice; 2) the common stock is listed on a principal trading market and is not suspended from trading; 3) the Company has not breached the terms of the investment agreement or the registration agreement; 4) no injunction has been issued prohibiting the purchase or issuance of the securities; and 5) the issuance of shares will not violate any shareholder approval requirements of the principal trading markets.
The investment agreement terminates when Dutchess has purchased an aggregate of $20,000,000 of the Companys common stock pursuant to the agreement, upon written notice of the registrant to Dutchess, or on April 22, 2017.
Under the terms of the registration rights agreement, the Company shall register up to 40,000,000 common shares for resale. No other securities shall be registered under this agreement without the written approval of Dutchess.
Note 11 Subsequent Event
The Company follows the guidance in ASC Topic 855 Subsequent Events for the disclosure of subsequent events. The Company evaluated subsequent events through the date of the financial statements were issued.
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Item 2. Managements 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) Expand our customer base in industries in which we may have an interest, to include X-Ray technology and construction consultation services related to x-ray technology facilities; (ii) Continue reconfiguring our business plans for engaging in the business of our selected industry; and (iii) to expand our contract capacity while completing our expansion of operations through funding and/or our announced acquisition of a going concern engaged in the industry selected.
Other than standard operations associated with business operations mentioned in subsequent events, during the next 12 months, one of 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. With our business and industry in which our operations have commenced, and other potential acquisitions have not been identified and any prospective acquisition or business combination candidate as of the date of this Quarterly 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
For the three months ended June 30, 2015, we earned net revenues of $49,666. Our cost of sales was $44,308, resulting in a gross profit of $5,358. We incurred depreciation and amortization expenses of $1,515 and incurred selling and administrative expenses of $120,721. We recorded a gain in interest expense net of $43 and incurred a loss due to foreign exchange transaction of $13,113. As a result, we recorded net loss of $129,948. We had foreign currency translation adjustments of $21,369 resulting in our comprehensive loss of $108,579 for the three months ended June 30, 2015.
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Comparatively, for the three months ended June 30, 2014, we earned net revenues of $54,534. Our cost of sales was $41,389, resulting in a gross profit of $13,145. We incurred depreciation and amortization expenses of $1,615 and incurred selling and administrative expenses of $77,992. We incurred a loss of $1,384 due to interest expenses, recorded a foreign exchange transaction gain of $24,601, and incurred a loss of $2,603 due to other expenses. As a result, we recorded net loss of $45,848. We had a negative foreign currency translation adjustment of $39,307, resulting in a comprehensive loss of $85,155 for the three months ended June 30, 2014.
The increase in net loss of $84,100 between the three months ended June 30, 2015 compared to the same period ended June 30, 2014 was the result of decreased revenues, increased cost of sales, and increased selling and administrative expenses for the three months ended June 30, 2015. Our net revenues decreased by $4,868, or 8.9%, and our cost of sales increased by $2,919, or 7.1%. Our operating expenses increased by $42,629 as a result of increased selling and administrative expenses. We also had a foreign exchange transaction loss of $37,714 between the three months ended June 30, 2015 compared to the three months ended June 30, 2014.
For the six months ended June 30, 2015, we recorded net revenues of $295,441. Our cost of sales was $95,627, resulting in a gross profit of $199,814. We incurred depreciation and amortization expenses of $3,026 and incurred selling and administrative expenses of $211,740. We incurred a loss of $1,664 due to interest expenses, and incurred a loss of $10,995 due to foreign exchange transactions. As a result, we recorded a net loss of $27,611. We had a positive foreign currency translation adjustment of $28,838, resulting in comprehensive income of $1,227 for the six months ended June 30, 2015.
Comparatively, for the six months ended June 30, 2014, we recorded net revenues of $241,366. Our cost of sales was $166,017, resulting in a gross profit of $75,349. We incurred depreciation and amortization expenses of $3,171, paid consulting fees of $435,736, and incurred selling and administrative expenses of $594,291. We incurred a loss of $3,341 due to interest expenses, recorded a gain of $15,575 due to foreign exchange transactions, and incurred a loss of $4,394 due to other expenses. As a result, we recorded net loss of $950,009. We had a negative foreign currency translation adjustment of $39,548, resulting in comprehensive loss of $989,557 for the six months ended June 30, 2014.
The increase in net income of $922,398 between the six months ended June 30, 2015 compared to the same period ended June 30, 2014 was the result of severely decreased operating expenses and decreased cost of sales. Our net revenues increased by $54,075, or 22.4%, and our cost of sales decreased by $70,390, or 42.4%. Our operating expenses decreased by $942,897 as a result of decreased selling and administrative expenses and due to us not paying any consulting fees during the six months ended June 30, 2015.
Liquidity and Capital Resources
For the six months ended June 30, 2015, we had loans receivable of $347,137, resulting in net cash used in investing activities of $347,137 for the period.
We did not pursue any investing activities during the six months ended June 30, 2014.
For the six months ended June 30, 2015, we repaid $160,000 for a loan from a related party and received $359,800 as an advance from related parties. As a result, we had net cash provided by financing activities of $199,800 for the period.
For the six months ended June 30, 2014, we received $65,000 as a loan from a related party and received $61,435 as an advance from related parties. As a result, we had net cash provided by financing activities of $126,435 for the period.
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We had cash or cash equivalents of $43,140 and $213,247 on hand at June 30, 2015 and at December 31, 2014, respectively. If additional funds are required in connection with our present planned business operations or for Exchange Act filings or other expenses, such funds may be advanced by management or principal stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures.
During the three months ended June 30, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2015. Based on this evaluation, our chief executive officer and principal financial officers were not able to conclude that the Companys disclosure controls and procedures are effective to ensure that information required to be included in the Companys periodic Securities and Exchange Commission filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Therefore, under Section 404 of the Sarbannes-Oxley Act of 2002, the Company must conclude that these controls and procedures are not effective.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of June 30, 2015, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**. XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
RADTEK, INC.
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: August 19, 2015 | RadTek, Inc. | |
| By | /s/ KwangHyun Kim |
|
| Name: KwangHyun Kim |
Date: August 19, 2015 | RadTek, Inc. | |
| By | /s/ JaeChan Kim |
|
| Name: JaeChan Kim |
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