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EX-32 - EXHIBIT 32 - RadTek, Incradtek10q3q15ex32_ex32.htm
EX-31 - EXHIBIT 31 - RadTek, Incradtek10q3q15ex31_ex31.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 September 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)

 

 

 

 

9900 Corporate Campus Drive, Ste 3000, c/o PEG

 

 

Louisville, Kentucky  40223

 

 

(Address of Principal Executive Offices)

 


 

(502) 657-6005

 

 

(Registrant’s telephone number, including area code)

 


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 Registrant’s classes of common stock, as of the latest practicable date: November 16, 2015 – 121,507,050 shares of common stock.















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RadTek, Inc.

FORM 10-Q

TABLE OF CONTENTS

 

PART 1 – FINANCIAL INFORMATION

 

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

14

Item 4.  Controls and Procedures

15




PART II – OTHER INFORMATION


Item 1.  Legal Proceedings

16

Item 1A.  Risk Factors

16

Item 2.  Unregistered Sales of Equity Securities and

16

  Use of Proceeds

Item 3.  Defaults upon Senior Securities

16

Item 4.  Mine Safety Disclosures

16

Item 5.  Other Information

16

Item 6.  Exhibits

16

 

 

SIGNATURES

17


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of  RadTek, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”RDTK,” "our," "us,” the "Company," refers to RadTek, Inc.



3






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.



RADTEK INC.

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015 (Unaudited)




CONTENTS                                                                     



CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

Condensed Consolidated Balance Sheets                      

5

 

 

Condensed Statements of consolidated comprehensive income     

6

 

 

Condensed Consolidated Statements of Cash Flows            

7

 

 

Notes to Condensed Consolidated Financial Statements     

8















4






RadTek, Inc.

 CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

                                                                                       (US dollar in units)

 

September 30, 2015

December 31, 2014

Assets

(Unaudited)

 

Current assets:

 

 

Cash and cash equivalents

$

196,519 

$

213,247 

Accounts receivable, net

46,772 

6,295 

Notes Receivable

518,736 

Prepaid expenses and other assets

1,148,503 

899,729 

Inventories

1,513 

Total Current assets

1,910,530 

1,120,784 

Investment

7,648 

8,311 

Property and equipment, net

Intangible assets

77,102 

88,325 

Security deposits

28,673 

27,293 

 

113,423 

123,929 

Total assets

$

2,023,953 

$

1,244,713 

Liabilities and equity

 

 

Current liabilities:

 

 

Accounts and other payable

$

336,629 

$

355,910 

Short-term borrowings

318,125 

136,463 

Loan from related party

100,000 

160,000 

Advances from related party

858,244 

440,817 

Advance payments on contracts

1,307,939 

1,025,051 

Other current liabilities

1,765 

3,394 

 

2,922,702 

2,121,635 

Non-current liabilities:

 

 

Accrued severance benefits, net

35,210 

32,683 

 

35,210 

32,683 

Total liabilities

2,957,912 

2,154,318 

Equity:

 

 

Preferred Stock:

 

 

Authorized: 10,000,000 shares, $0.001 par value
Issued and outstanding shares: 0

Common stock;

 

 

Authorized: 1,990,000,000 shares, $0.001 par value

 

 

Issued and outstanding: 121,507,050 and 121,336,800 shares

176,882 

176,712 

Additional paid-in capital

1,651,700 

1,638,511 

Treasury Stock (55,375,000 shares)

(375,053)

(375,053)

Accumulated other comprehensive loss

114,776 

7,408 

Accumulated deficits

(2,502,264)

(2,357,183)

Total equity

(933,959)

(909,605)

Total liabilities and equity

$

2,023,953 

$

1,244,713 



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



6




RadTek, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (UNAUDITED)

for three months and nine months ended September 30, 2015 and  2014

 

 

 

 

 

 

 

 

 

(US dollar in units)

 

Three Months Ended

Nine Months Ended

 

 

 

 

 

 

September 30, 2015

September 30, 2014

September 30, 2015

September 30, 2014

Net revenues

 $                     35,142

 $                   866,373

 $                   330,583

 $                1,107,739

 

 

 

 

 

Cost of sales

                        29,230

                      762,037

                      124,857

                      928,054

 

 

 

 

 

Gross profit

                          5,912

                      104,336

                      205,726

                      179,685

 

 

 

 

 

Operating expenses :

 

 

 

 

Depreciation and Amortization

                          1,419

                          1,618

                          4,445

                          4,789

Consulting fees

                           -    

                           -    

                           -    

                      435,736

Selling and administrative expenses

                        93,400

                      125,889

                      305,140

                   1,244,406

Bad debt

                           -    

                      524,226

                           -    

                          -    

Total Operating expenses

                        94,819

                      651,733

                      309,585

                   1,684,931

Gain(Loss) from operations

                       (88,907)

                     (547,397)

                     (103,859)

                  (1,505,246)

Other income(expenses) :

 

 

 

 

Interest expense, net

                          1,329

                         (1,592)

                            (335)

                         (4,933)

Foreign exchange transaction gain (loss)

                       (29,892)

                            (989)

                       (40,887)

                        14,586

other income, net

                           -    

                          4,395

                           -    

                                 1

 

                       (28,563)

                          1,814

                       (41,222)

                          9,654

Income for the year before tax

                     (117,470)

                     (545,583)

                     (145,081)

                  (1,495,592)

Provision for income tax

                           -    

                           -    

                           -    

                          -    

Net income

                     (117,470)

                     (545,583)

                     (145,081)

                  (1,495,592)

Other Comprehensive income (loss)

 

 

 

 

Foreign currency translation adjustments

                        78,530

                        53,554

                      107,368

                        14,006

Comprehensive income (loss)

 $                    (38,940)

 $                  (492,029)

 $                    (37,713)

 $               (1,481,586)

Earnings per share:

 

 

 

 

Basic and diluted earnings per share

 $                        (0.00)

 $                        (0.00)

 $                        (0.00)

 $                        (0.01)

Weighted Average Outstanding Shares

121,475,892

121,336,800

121,383,674

101,554,093



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



7





RadTek, Inc.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

For Nine Months Ended September 30, 2015 and 2014

(US dollar in units)

 

 

 

 

September 30, 2015

September 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

Net Gain(loss)

$

(145,081)

$

(1,495,592)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 - Depreciation and amortization

4,445 

4,789 

 - Severance benefits

2,527 

6,004 

 - Stock based compensation

871,472 

 - Bad debt

 

524,226 

Change in assets and liabilities, net of the effect of acquisitions:

 

 

 - Accounts receivable

(40,477)

(42,306)

 - Inventory

1,513 

 - Prepaid expenses and other assets

(248,774)

(873,344)

 - Accounts payable and other payable

(19,281)

146,637 

 - Advance payments on contracts

282,888 

513,161 

 - Accrued liabilities and other liabilities

(1,629)

(89,315)

Net cash provided by (used in) operating activities

(163,869)

(434,268)

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

Notes receivable

(518,736)

Security deposits

(1,380)

Net cash used in financing activities

(520,116)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 - Proceeds from stock issuance

13,359 

 

 - Proceeds from short-term borrowings

181,662 

 - Loan from related party

(60,000)

160,000 

 - Advances from related parties

417,427 

184,807 

Net cash provided by financing activities

552,448 

344,807 

Net decrease in cash and cash equivalent

(131,537)

(89,461)

Effect of exchange rate changes

114,809 

16,834 

Cash and cash equivalent at beginning of year

213,247 

106,908 

Cash and cash equivalent at end of year

$

196,519 

$

34,281 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

Cash paid for interest

$

335 

$

4,933 

Cash paid income tax

$

$



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



8




RadTek, Inc.

Consolidated Notes to the Financial Statements

September 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 95,000,000 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 95,000,000 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.


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 RadTek’s 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



9



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 nine months ended September 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 Company’s 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 Company’s 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 $2,499 thousand and a working capital deficit of approximately $1,009 thousand at September 30, 2015.  These conditions raise uncertainty about the Company’s ability to continue as a going concern.

 

The Company’s 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.


Note 3 – Notes receivable


The Company loaned $292,700 (KRW 349,626,745) to C&D Corporation Co., Ltd. (See Note 9). It is on demand without interest. The Company loaned $226,036. It is initially due on July 28, 2015. The due date has been extended to July 28, 2016. The interest is 6% per annum. The company accrued interest of $5,157 as of September 30, 2015.



10




Note 4 – Intangibles


The Company’s intangible assets are composed of the following as of September 30, 2015 and December 31, 2014:


 

September 30, 2015

December 31, 2014

Patents

 $                  10,309

 $                  13,023

Technical rights

                   102,019

                   109,044

 

                   112,328

                   122,067

Accumulated amortization

                    (35,226)

                    (33,742)

Intangible assets, net

 $                  77,102

 $                  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 September 30, 2015.


Amortization expenses for the nine months ended September 30, 2015 and the year ended December 31, 2014 were $4,445 and $6,316, respectively.


Note 5 – Short-term Borrowings


Short term borrowings consist of the following as of September 30, 2015 and December 31, 2014:


 

September 30, 2015

December 31, 2014

Note payable to a bank at interest rate of 4.39%. The line matures in November 2015.(KRW150,000,000)

 $                125,576

 $                136,463

Notes payable to individuals at interest rate of 0% to 7%. The maturity is August 10, 2016 (KRW230,000,000)

 $                192,549

 $                          -   

Total short-term borrowings

 $                318,125

 $                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 Company’s discretion. The borrowings are non-interest rate.  Total borrowing as of September 30, 2015 and December 31, 2014 were $858,244 and $440,817 respectively.


Note 7 – Loan from related party


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.


The Company entered loan agreement of $380,000 with ADQD Inc. on August 12, 2015. The interest was 0% and it was fully repaid to the Company on August 31, 2015. As of September 1, 2015, the Company borrowed $100,000 from ADQD Inc. The interest is 0% per annum and repayment date is September 2, 2016.



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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 RadTek’s 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.


On July 7 and August 21, 2015, the Company issued 129,250 and 41,000 common shares at $0.1931 and $0.1805 respectively to Dutchess Opportunity Fund referred to the investment agreement made on April 22, 2014. The Company paid stock issuance cost of $17,000 and $2,000, respectively and deducted from additional paid in capital. (See Note 10)


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 January 2016.


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 schedule of all two items has been postponed until due of KRISO’s construction, and it is expected in January, 2016.

The Company received $1,304 thousand and paid $1,132 thousand regarding KRISO project and recorded those amounts as other current asset and advance payments on contracts as of September 30, 2015


The Company contracted with SKTelecom for maintenance service of Korea Customs Service’s ‘Cargo Inspection Center II in Busan New Port.’ The contract ends on Dec 31, 2018 and the amount is KRW 762,685,000  ($672,000). The Company recognized revenue of KRW201,500,000 ($179,523) for the nine months ended September 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 KRW500,000,000 ($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 December 28, 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



12



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 in 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. RadTek’s 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.


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 Company’s 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 Company’s 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.


Under this investment agreement, the Company issued 129,250 and 41,000 common shares at $0.1931 and $0.1805, respectively, On July 7 and August 21, 2015


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.  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) 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 September 30, 2015, we earned net revenues of $35,142.  Our cost of sales was $29,230, resulting in a gross profit of $5,912.  We incurred depreciation and amortization expenses of $1,419 and incurred selling and administrative expenses of $93,400.  We recorded a gain in interest expense net of $1,329 and incurred a loss due to foreign exchange transaction of $29,892.  As a result, we recorded net loss of $117,470.  We had foreign currency translation adjustments of $78,530 resulting in our comprehensive loss of $38,940 for the three months ended September 30, 2015.




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Comparatively, for the three months ended September 30, 2014, we earned net revenues of $866,373.  Our cost of sales was $762,037, resulting in a gross profit of $104,336.  We incurred depreciation and amortization expenses of $1,618, incurred selling and administrative expenses of $125,889 and incurred bad debt expenses of $524,226.  We incurred an interest expenses net of 1,592, recorded a foreign exchange transaction loss of $989, and incurred other income net of $4,395.  As a result, we recorded net loss of $545,583.  We had a positive foreign currency translation adjustment of $53,554, resulting in a comprehensive loss of $492,029 for the three months ended September 30, 2014.


The decrease in net loss of $428,113 between the three months ended September 30, 2015 compared to the same period ended September 30, 2014 was the result of decreased revenues, increased cost of sales, and increased selling and administrative expenses for the three months ended September 30, 2015.  Our net revenues decreased by $831,231, or 96%, and our cost of sales decreased by $732,807, or 96%.  Our operating expenses decreased by $556,914 as a result of decreased selling and administrative expenses.  We also had a foreign exchange transaction loss of $29,892 between the three months ended September 30, 2015 compared to a loss of $989 for the three months ended September 30, 2014.


Result of Operations for the Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014.


For the nine months ended September 30, 2015, we recorded net revenues of $330,583.  Our cost of sales was $124,857, resulting in a gross profit of $205,726.  We incurred depreciation and amortization expenses of $4,445 and incurred selling and administrative expenses of $305,140.  We incurred a loss of $335 due to interest expenses, and incurred a loss of $40,887 due to foreign exchange transactions.  As a result, we recorded a net loss of $145,081.  We had a positive foreign currency translation adjustment of $107,368, resulting in comprehensive income of $37,713 for the nine months ended September 30, 2015.


Comparatively, for the nine months ended September 30, 2014, we recorded net revenues of $1,107,739.  Our cost of sales was $928,054, resulting in a gross profit of $179,685.  We incurred depreciation and amortization expenses of $4,789, paid consulting fees of $435,736, and incurred selling and administrative expenses of $1,244,406.  We incurred a loss of $4,933 due to interest expenses, and recorded a gain of $14,586 due to foreign exchange transactions.  As a result, we recorded net loss of $1,495,592.  We had a positive foreign currency translation adjustment of $14,006, resulting in comprehensive loss of $1,481,586 for the nine months ended September 30, 2014.


The decrease in net loss of $1,378,122 between the nine months ended September 30, 2015 compared to the same period ended September 30, 2014 was the result of severely decreased operating expenses, decreased revenues and decreased cost of sales.  Our net revenues decreased by $777,156, or 70%, and our cost of sales decreased by $803,197, or 87%.  Our operating expenses decreased by $1,375,346 or 82% as a result of decreased sales, and administrative expenses and due to us not paying any consulting fees during the nine months ended September 30, 2015.


Liquidity and Capital Resources


For the nine months ended September 30, 2015, we had net loss of $145,081.  We had the following adjustments to reconcile net loss to net cash used in the operating activities: $4,445 for depreciation and amortization, and $2,527 for severance benefits.  We had the following changes in assets and liabilities: increases of $40,477 in accounts receivable, $248,774 in the prepaid expenses and other assets, a decrease of $19,281 in accounts payable and other payables and an increase of $282,888 in the advance receipts on contracts.  We had decreases of $1,629 in accrued liabilities and other liabilities.  As a result, we had net cash used in operating activities of $163,869 for the nine months ended September 30, 2015.


For the nine months ended September 30, 2014, we had net loss of $1,495,592.  We had the following adjustments to reconcile net loss to net cash used in the operating activities: $4,789 for depreciation and amortization, $6,004 for severance benefits, $871,472 for stock based compensation, and bad debt of $524,226.  We had the following changes in assets and liabilities: increases of $42,306 in accounts receivable, $873,344 in the prepaid expenses and



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other assets, $146,637 in accounts payable and other payables and $513,161 in the advance receipts on contracts.  We had increases of $89,315 in accrued liabilities and other liabilities.  As a result, we had net cash used in operating activities of $434,268 for the nine months ended September 30, 2014.


For the nine months ended September 30, 2015, we had loans receivable of $518,736 and a security deposit of 1,380, resulting in net cash used in investing activities of $520,116 for the period.


We did not pursue any investing activities during the nine months ended September 30, 2014.


For the nine months ended September 30, 2015, we issued common stock for $13,359, repaid $60,000 for a loan from a related party, received $417,427 as an advance from related parties, and received $181,662 proceeds from short-term borrowings.  As a result, we had net cash provided by financing activities of $552,448 for the period.


For the nine months ended September 30, 2014, we received $160,000 as a loan from a related party and received $184,807 as an advance from related parties.  As a result, we had net cash provided by financing activities of $344,807 for the period.


We had cash or cash equivalents of $196,519 and $213,247 on hand at September 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 September 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 September 30, 2015.  Based on this evaluation, our chief executive officer and principal financial officers were not able to conclude that the Company’s disclosure controls and procedures are effective to ensure that information required to be included in the Company’s 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 Sarbanes-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 September 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


The Company entered loan agreement of $380,000 with ADQD Inc. on August 12, 2015. The interest was 0% and it was fully repaid to the Company on August 31, 2015. As of September 1, 2015, the Company borrowed $100,000 from ADQD Inc. The interest is 0% per annum and repayment date is September 2, 2016.


Item 6.   Exhibits


Exhibit 10.1* – Loan Agreement by and between the Company and ADQD, Inc., dated August 12, 2015

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: November 23, 2015

RadTek, Inc.

 

By

 

 

 

Name: KwangHyun Kim
Title: President, Chief Executive Officer

 

 Date: November 23, 2015

RadTek, Inc.

 

By

 

 

 

Name: JaeChan Kim
Title: Treasurer (Chief Financial Officer)




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