SC 13D/A 1 schedule13da1_121102tc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Scientific Energy, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 747794105 (CUSIP Number) James R. Kruse, 50 W. Broadway, #800, SLC, UT 84101, (801) 531-7090 -------------------------------------------------------------------------------- (Name Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 2002 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D
--------------------------------------------------- ---------------------------------------------------- CUSIP No. __747794105___ Page ___2____ of ___3____ Pages --------------------------------------------------- ---------------------------------------------------- -------- --------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Todd B. Crosland -------- --------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| -------- --------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY -------- --------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF -------- --------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| -------- --------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen -------- -------------- ------ ----------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 30,309,410 shares ------ ----------------------------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY 0 shares ------ ----------------------------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 30,309,410 shares ------ ----------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares -------- -------------- ------ ----------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,309,410 shares -------- --------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| -------- --------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55% -------- --------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN -------- ---------------------------------------------------------------------------------------------------------------------------
Item 1. Security and Issuer Common stock, $0.001 par value Scientific Energy Inc. (the "company") 630 North 400 West Salt Lake City, Utah 84103 Item 2. Identity and Background (a) The name of the person filing this statement is Todd B. Crosland ("reporting person"); (b) Mr. Crosland's business address is 630 North 400 West, Salt Lake City, Utah 84103; (c) Mr. Crosland's principal occupation or employment is Chairman and President of Rex Industries, an entity engaged in industrial steel fabrication; (d) Mr. Crosland has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (e) Mr. Crosland has not, during the last five years, been a party to any civil proceeding; and (f) Mr. Crosland is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration Previously disclosed in this form were several initial stock acquisitions. 8,000,000 shares of the company common stock owned by the reporting person were acquired in connection with a tax-free stock-for-stock exchange for 8,000,000 shares of Scientific Energy stock. Such exchange was done simultaneously with and as part of a similar exchange of 12,000,000 shares of Scientific Energy stock for 12,000,000 shares of Quazon Corp. stock by Hans Roes, the only other shareholder of Scientific Energy prior to the transaction. Mr. Roes held a significant portion of the shares he acquired, in trust, for the benefit of another. Quazon Corp. now owns 100% of the stock of Scientific Energy in a transaction completed in Salt Lake City, Utah on June 6, 2001. An additional 529,410 shares of the Company were purchased by the reporting person from a prior affiliate of the company for $1,172 from the private funds of the reporting person of which 20,000 shares were gifted to the secretary/treasurer of the company. On May 17, 2002, the board of directors of the company determined that it would be in the best interests of the company to convert a portion of its outstanding debt to equity. The board adopted this determination through a Unanimous Consent effective the same day. Todd Crosland, president and CFO of the company held $250,000 of the company's debt in the form of a promissory note. The board of directors established the fair value of the company's stock at $0.025 per share. They did so after careful consideration of the illiquid trading market for the company's stock and the May 17, 2002 trading price as listed on the Over the Counter Bulletin Board. The conversion of debt held by Mr. Crosland into equity was authorized on the aforementioned day resulting in an issuance of 10,000,000 shares. These share were issued to Mr. Crosland pursuant to an exemption from registration provided for under section 4(2) of the Securities Act of 1933. These shares have all of the customary restrictions associated with unregistered securities and Mr. Crosland's affiliate status. On the same day, Mr. Crosland received 2,800,000 shares at $0.025 per share, registered pursuant to an employment agreement and compensation plan. These shares were registered by a Form S-8 and were granted for compensatory purpose for services rendered. The issuance resulted in compensation to Mr. Crosland of approximately $70,000. Furthermore, on December 11, 2002 the board of directors engaged in the following transactions that are the subject of this amended filing. The board determined that it would be beneficial for the company to convert $50,000 owing under the promissory note held by Mr. Crosland into equity, leaving only $10,000 owing to Mr. Crosland under the note. After some deliberation, the board determined the then current fair market value of the stock to be $0.01 per share, the closing price on that day. The 5,000,000 shares were issued to Mr. Crosland pursuant to an exemption from registration provided for under section 4(2) of the Securities Act of 1933. These shares have all of the customary restrictions associated with unregistered securities and Mr. Crosland's affiliate and control person status. On the same day the board approved a supplemental stock compensation plan for management, employees and directors, wherein Mr. Crosland was compensated with 4,000,000 shares of stock for $40,000, or $0.01 per share, of services rendered in connection with his role as the president, chief financial officer and a director. The compensatory shares were issued pursuant to a Form S-8 registration. Item 4. Purpose of Transaction The initial 8,529,410 shares were acquired for the purpose of obtaining control over the company. The name of the company was changed and a new board of directors was be elected, all officers of the company previous to this change in control transaction either resigned or were terminated. For a description of the transaction, see the first paragraph of Item 3. The May 17, 2002 stock transactions involving the reporting person were not engaged in for the purpose of effectuating a change in control of the issuer. Mr. Crosland engaged in the first transaction, the conversion of debt to equity, to facilitate the business prospects of the company. The second transaction discussed above was a compensatory transaction recognizing the services Mr. Crosland performed for the company. All of the current directors and employees received stock under the Form S-8 for a total issuance to all persons of 5,200,000 shares. All shares were issued for compensatory purposes for services rendered. The December 11, 2002 stck transactions involving the reporting person were not engaged in for the purpose of effectuating a change in control of the issuer. Mr. Crosland engaged in the first transaction, the conversion of debt to equity, to facilitate the business prospects of the company. The second transaction discussed above was a compensatory transaction recognizing the services Mr. Crosland performed for the company. All of the current directors and employees received stock under the Form S-8 for a total issuance to all persons of 8,000,000 shares. All shares were issued for compensatory purposes for services rendered. Item 5. Interest in Securities of the Issuer The reporting person has sole voting and dispositive power over 30,309,410 shares of common stock. This represents 55% of the issued and outstanding shares of the company. For a description of these transactions, see Item 3. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No outstanding contracts, arrangements, understandings or relationships with respect to securities of the issuer exist. Item 7. Material to Be Filed as Exhibits N/A. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 11, 2002 //S// Todd B. Crosland Date Todd B. Crosland