Attached files

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EX-32.1 - EXHIBIT 32 - RadTek, Incexhibit321_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 - RadTek, Incexhibit312_ex31z2.htm
EX-31.1 - EXHIBIT 31.1 - RadTek, Incexhibit311_ex31z1.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, 2016

 

[ ] 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: August 18, 2016 – 121,507,050 shares of common stock.















2







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

  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

 

 

 

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

June 30, 2016 (Unaudited)




CONTENTS                                                                     





CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets                      

5                                       


Condensed Statements of consolidated comprehensive income     

7


Condensed Consolidated Statements of Cash Flows            

8                                        


Notes to Condensed Consolidated Financial Statements     

9                                            


























4







RADTEK, INC.

 CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2016 AND DECEMBER 31, 2015

(US dollar in units)

 

 

 

 

 

 

 

June 30, 2016

 

December 31, 2015

Assets

 

 

(Unaudited)

 

 

(Audited - Restated)

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,383

 

$

78,301

Accounts receivable, net

 

 

118,300

 

 

128,341

Prepaid expenses and other assets

 

 

3,132

 

 

1,132,317

Inventories

 

 

4,759

 

 

2,850

Total Current assets

 

 

136,574

 

 

1,341,809

 

 

 

 

 

 

 

 

 

 

 

 

Investment

 

 

-

 

 

-

Property and equipment, net

 

 

-

 

 

-

Intangible assets

 

 

73,107

 

 

77,163

Security deposits

 

 

28,333

 

 

28,157

 

 

 

 

 

 

 

 

101,440

 

 

105,320

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

238,014

 

$

1,447,129

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts and other payable

 

$

420,921

 

$

403,258

Short-term borrowings

 

 

317,679

 

 

315,700

Loan from related party

 

 

100,000

 

 

100,000

Advances from related party

 

 

905,698

 

 

895,528

Advance payments on contracts

 

 

13,437

 

 

1,304,222

Convertible Note

 

 

-

 

 

5,000

Derivative Liability

 

 

-

 

 

7,001

Other current liabilities

 

 

10,303

 

 

6,344

 

 

 

 

 

 

 

 

1,788,038

 

 

3,037,053

Non-current liabilities:

 

 

 

 

 

 

Accrued severance benefits, net

 

 

48,189

 

 

43,279

 

 

 

 

 

 

 

 

48,189

 

 

43,279

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,836,227

 

 

3,080,332

 

 

 

 

 

 

 

 

 

 

 

 

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 121,507,050 shares

 

 

 

 

 

 

 

 

as of June 30, 2016 and December 31, 2015, respectively

 

 

176,882

 

 

176,882

Additional paid-in capital

 

 

1,651,700

 

 

1,651,700

Treasury Stock (55,375,000 shares)

 

 

(375,053)

 

 

(375,053)

Accumulated other comprehensive loss

 

 

91,766

 

 

105,130

Accumulated deficits

 

 

(3,143,508)

 

 

(3,191,862)

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

(1,598,213)

 

 

(1,633,203)

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

238,014

 

$

1,447,129


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












































6











RADTEK, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (UNAUDITED)

for the periods ended June 30, 2016 and 2015

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

 

 

 

June 30, 2016

 

June 30, 2015

 

June 30, 2016

 

June 30, 2015

Net revenues

$

               1,335,550

 

 $

                   49,666

 

 $

              1,417,169

 

 $

                295,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

               1,158,773

 

 

                   44,308

 

 

              1,202,341

 

 

                  95,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

                 176,777

 

 

                     5,358

 

 

                 214,828

 

 

                199,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

                     2,272

 

 

                     1,515

 

 

                    4,472

 

 

                   3,026

Selling and administrative expenses

 

                   88,124

 

 

                 120,721

 

 

                 168,606

 

 

                211,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating expenses

 

                   90,396

 

 

                 122,236

 

 

                 173,078

 

 

                214,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain(Loss) from operations

 

                   86,381

 

 

                (116,878)

 

 

                  41,750

 

 

                (14,952)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income(expenses) :

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

                    (3,439)

 

 

                          43

 

 

                   (6,820)

 

 

                  (1,664)

Foreign exchange transaction gain (loss)

 

                    (4,588)

 

 

                  (13,113)

 

 

                    6,053

 

 

                (10,995)

Gain on derivative liability

 

                          -   

 

 

 

 

 

                    7,001

 

 

 

Other income, net

 

                        370

 

 

                          -   

 

 

                       370

 

 

                         -   

 

 

 

 

 

 

 

                    (7,657)

 

 

                  (13,070)

 

 

                    6,604

 

 

                (12,659)

Income for the year before tax

 

                   78,724

 

 

                (129,948)

 

 

                  48,354

 

 

                (27,611)

Provision for income tax

 

                          -   

 

 

                          -   

 

 

                         -   

 

 

                         -   

Net income

 

                   78,724

 

 

                (129,948)

 

 

                  48,354

 

 

                (27,611)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

                   18,021

 

 

                   21,369

 

 

                 (13,364)

 

 

                28,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

$

                   96,745

 

 $

             (108,579)

 

 $

                  34,990

 

 $

                1,227

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

-

Basic and diluted earnings per share

$

0.00

 

$

(0.00)

 

$

0.00

 

$

(0.00)

-

Weighted Average Outstang Shares

 

           121,507,050

 

 

           121,336,800

 

 

     121,507,050

 

 

         121,336,800


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












































8












RADTEK, Inc.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Six Months Ended June 30, 2016 and 2015

(US dollar in units)

 

 

 

 

 

 

 

June 30, 2016

 

June 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net Gain(loss)

$

       48,354

 

 $  

        (27,611)

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

 

 

 

 

 

 - Depreciation and amortization

 

               4,472

 

 

               3,026

 - Severance benefits

 

               4,910

 

 

               6,011

 - Gain on derivative liability

 

              (7,001)

 

 

 

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

 

 

 

 

 

 - Accounts receivable

 

             10,041

 

 

            (50,650)

 - Inventory

 

              (1,909)

 

 

               1,513

 - Prepaid expenses and other assets

 

         1,129,185

 

 

          (249,235)

 - Accounts payable and other payable

 

             37,663

 

 

            (27,976)

 - Advance payments on contracts

 

       (1,290,785)

 

 

           282,169

 - Accrued liabilities and other liabilities

 

               3,959

 

 

             14,159

Net cash provided by (used in) operating activities

 

            (61,111)

 

 

            (48,594)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 Loan receivable

 

                    -   

 

 

          (347,137)

Net cash used in financing activities

 

                    -   

 

 

          (347,137)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 - Proceeds from short-term borrowings

 

                    -   

 

 

                    -   

 - Payment of convertible note

 

              (5,000)

 

 

 

 - Loan from related party

 

                    -   

 

 

          (160,000)

 - Advances from related parties

 

             10,170

 

 

           359,800

Net cash provided by financing activities

 

               5,170

 

 

           199,800

 

 

 

 

 

 

Net decrease in cash and cash equivalent

 

            (55,941)

 

 

          (195,931)

Effect of exchange rate changes

 

            (11,977)

 

 

             25,824

Cash and cash equivalent at beginning of year

 

             78,301

 

 

           213,247

 

 

 

 

 

 

Cash and cash equivalent at end of year

$

           10,383

 

 $

           43,140

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid for interest

 

              6,820

 

 

              3,024




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



10





RadTek, Inc.

Consolidated Notes to the Financial Statements

June 30, 2016 (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 $367,000 including transaction expenses. All amounts recorded as treasury stock in consolidated balance sheet as of June 30, 2016 and December 31, 2015.


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. All share amounts have been retroactively adjusted for all periods presented.


(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



11





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, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016.


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, 2015.


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 $3,143 thousand and a working capital deficit of approximately $1,651 thousand at June 30, 2016.  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.


Recent Accounting Pronouncements


Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.


Note 2 – Inventories


Inventories consist of the following as of June 30, 2016 and December 31, 2015:


 

 

June 30, 2016

December 31, 2015

Raw materials

$          4,759           

$             2,850

Finished goods

     -

-

Total

$          4,759

$             2,850



Note 3 – Intangibles


The Company’s intangible assets are composed of the following as of June 30, 2016 and December 31, 2015:


 

June 30, 2016

December 31, 2015

Patents

$        12,290

$        12,213

Technical rights

102,912

102,271

 

115,202

114,484

Accumulated amortization

(42,095)

(37,321)

 

 

 

Intangible assets, net

$       73,107

$       77,163


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, 2016.


Amortization expenses for the six month ended June 30, 2016 and 2015 were $4,472 and $3,026, respectively.


Note 4 – Short-term Borrowings


Short term borrowings consist of the following as of June 30, 2016 and December 31, 2015:



 

June 30, 2016

December 31, 2015

Note payable to a bank at interest rate of 4.39%. The line matures in November 2016. (KRW 150,000,000)

$      128,789

$     127,987

Notes payable to individuals at interest rate of 0% to 7%. The maturity is August 10, 2016 (KRW220,000,000)

188,890

187,713

Total short-term borrowings

$      317,679

$     315,700


Note 5- Convertible Note


On July 27, 2015, the Company issued a $5,000 Convertible Note for services. The Convertible Not bears interest at 9% without a maturity date. The Noteholder shall have the right to convert any unpaid sums into common stock of the Company at the rate of 50% of the lowest trade reported in the 20 days prior to date of conversion. As at December 31, 2015, the Company has recorded interest of $198. The Company paid off convertible note of $5,000 and accrued interest of $233 on February 12, 2016


The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $5,254 resulted in a discount to the note payable of $5,000 and the remaining $254 was recognized as derivative expense.


Note 6 Derivative Liabilities


The embedded conversion option of the Company’s convertible debenture contains a conversion feature that qualifies for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative liabilities.


The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:


           For the six month ended

      June 30, 2016


Balance at the beginning, December 31, 2015

$ 7,001

Change in fair value of derivative

7,001

Balance at end of period, June 30, 2016

$          -


Note 7– Advances from Related Party




13





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 June 30, 2016 and December 31, 2015 were $905,698 and $895,528 respectively.


Note 8 – Loan agreement


As of September 1, 2015, the Company borrowed $100,000 from ADQD Inc. The interest is 2.5% per annum and repayment date is September 2, 2016. As of June 30, 2016, accrued interest of $2,069 was recorded as other payable.


Note 9 – 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.


Note 10 – 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 KRISO 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 was completed on June 10, 2016. 1-year warranty starts after the installation.


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 was completed on June 10, 2016.


The Company received $1,304 thousand and paid $1,132 thousand regarding KRISO project.



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 762,685,000 KRW ($672,000). The Company recognized revenue of KRW 65,000,000 ($54,000) for the six month ended June 30, 2016. Due to the contract condition with SKTelecom, the Company must have had a service contract with linear accelerators manufacturer, Varian Medical Systems. The service contract with Varian Medical Systems started from June 1, 2015



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and it ends until May 31, 2019 or it expires if the Company decides not to continue managing the container inspection center. The Company agreed to make quarterly payment of $10,590 to Varian Medical Systems.


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 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 11 – 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




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Note 12 – 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 June 30, 2016, we earned net revenues of $1,335,550.  Our cost of sales was $1,158,773, resulting in a gross profit of $176,777.  We incurred depreciation and amortization expenses of $2,272 and incurred selling and administrative expenses of $88,124.  We recorded a loss in interest expense net of $3,439, incurred a loss due to foreign exchange transaction of $4,588.  As a result, we recorded net income of $78,724.  We had foreign currency translation adjustments of $18,021 resulting in our comprehensive income of $96,745 for the three months ended June 30, 2016.


Comparatively, 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, incurred selling and administrative expenses of $120,721.  We incurred an interest expenses net of $43 and recorded a foreign exchange transaction loss of $13,113.  As a result, we recorded net loss of $129,948.  We had a positive foreign currency translation adjustment of $21,369, resulting in a comprehensive loss of $108,579 for the three months ended June 30, 2015.



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The increase in net gain of $208,672between the three months ended June 30, 2016 compared to the same period ended June 30, 2015 was the result of increased revenues for the three months ended June 30, 2016.  Our net revenues increased by $1,285,884, or 2589%, and our cost of sales increased by $1,114,465, or 2515%.  Our operating expenses decreased by $31,840 as a result of decreased selling and administrative expenses.  We also had a foreign exchange transaction loss of $4,588 between the three months ended June 30, 2016 compared to a loss of $13,113 for the three months ended June 30, 2015.


Result of Operations for the Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015.


For the six months ended June 30, 2016, we recorded net revenues of $1,417,169.  Our cost of sales was $1,202,341, resulting in a gross profit of $214,828.  We incurred depreciation and amortization expenses of $4,472 and incurred selling and administrative expenses of $168,606.  We incurred a loss of $6,820 due to interest expenses, and incurred a gain of $6,053 due to foreign exchange transactions.  As a result, we recorded net income of $48,354.  We had a negative foreign currency translation adjustment of $13,364, resulting in comprehensive income of $34,990 for the six months ended June 30, 2016.


Comparatively, 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 recorded a loss of $10,995 due to foreign exchange transactions.  As a result, we recorded net loss of $27,611.  We had a negative foreign currency translation adjustment of $28,838, resulting in comprehensive loss of $1,227 for the six months ended June 30, 2015.


The decrease in net gain of $75,965 between the six months ended June 30, 2016 compared to the same period ended June 30, 2016 was the result of decreased operating expenses, increased revenues and increased cost of sales.  Our net revenues increased by $1,121,728, or 379%, and our cost of sales increased by $1,106,714, or 1157%.  Our operating expenses decreased by $41,688 or 19% as a result of decreased sales, and administrative expenses and due to us not paying any consulting fees during the six months ended June 30, 2016.


Liquidity and Capital Resources


For the six months ended June 30, 2016, we had net gain of $48,354.  We had the following adjustments to reconcile net loss to net cash used in the operating activities: $4,472 for depreciation and amortization, $4,910 for severance benefits and $7,001 of gain on derivative liability.  We had the following changes in assets and liabilities: decrease of $10,041 in accounts receivable, increase of $1,909 in inventory, decrease of $1,129,185 in the prepaid expenses and other assets, an increase of $37,663 in accounts payable and other payables and an decrease of $1,290,785 in the advance receipts on contracts.  We had decreases of $3,959 in accrued liabilities and other liabilities.  As a result, we had net cash used in operating activities of $61,111 for the six months ended June 30, 2016.


For the six months ended June 30, 2015, we had a net loss of $27,611.  We had the following adjustments to reconcile net loss to net cash used in operating activities: $3,026 for depreciation and amortization and $6,011 due to severance benefits.  We had the following changes in assets and liabilities: a $50,650 decrease in accounts receivable, a $1,513 decrease in inventory, a $249,235 decrease due to prepaid expenses and other assets, a $27,976 decrease due to accounts payable, a $282,169 increase due to advance payments on contracts, and a $14,159 increase due to other current liabilities.  As a result, we had net cash used in operating activities of $48,594 for the six months ended June 30, 2015.


We did not pursue any investing activities during the six months ended June 30, 2016 and had a loan receivable of $347,137 in June 30, 2015.


For the six months ended June 30, 2016, we paid $10,170 as an advance from related parties, and $5,000 payment on a convertible note.  As a result, we had net cash provided financing activities of 5,170 for the period.




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For the six months ended June 30, 2015, we received $160,000 loan from related party and $359,800 advances from borrowing from related parties.  As a result, we had net cash provided by financing activities of $199,800 for the six months ended June 30, 2015.


We had cash or cash equivalents of $10,383 and $43,140 on hand at June 30, 2016 and at December 31, 2015, 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, 2016, 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, 2016.  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 June 30, 2016, 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 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: August 22, 2016

RadTek, Inc.

 

By

/s/ Dr. Kwanghyun Kim

 

 

Name: KwangHyun Kim
Title: President, Chief Executive Officer

 

 Date: August 22, 2016

RadTek, Inc.

 

By

/s/ JaeChan Kim

 

 

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




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