UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-50559
SCIENTIFIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0680657
(State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)
27 Weldon Street, Jersey City, New Jersey 07306
(Address of principal executive offices) (Zip Code)
(201) 985-8100
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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”, “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-Accelerated filer [ ] Smaller Reporting Company [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 94,915,852 shares of common stock, par value $0.01, as of November 5, 2013.
1
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
| ||
|
| ||
Item 1. | Financial Statements | 3 | |
|
|
| |
| Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012 | 3 | |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited) | 4 | |
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited) | 5 | |
| Notes to Consolidated Financial Statements (unaudited) | 6 | |
|
|
| |
Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 11 | |
|
|
| |
Item 3. | Quantitative and Qualitative Disclosure about Market Risk | 13 | |
|
|
| |
Item 4. | Controls and Procedures | 13 | |
|
|
| |
PART II – OTHER INFORMATION |
| ||
|
| ||
Item 6. | Exhibits | 14 | |
|
|
| |
SIGNATURES | 15 | ||
|
|
|
|
2
Item 1. Financial Statements
SCIENTIFIC ENERGY, INC. | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| ||
| September 30, | December 31, |
| 2013 | 2012 |
| (unaudited) |
|
ASSETS |
|
|
Current assets: |
|
|
Cash and cash equivalents | $ 108,820 | $ 58,205 |
Prepaid expense and other | 6,957 | 25,963 |
Total current assets | 115,777 | 84,168 |
|
|
|
Property, plant and equipment, net of accumulated depreciation of $334,647 and $269,623 as of September 30, 2013 and December 31, 2012, respectively | 17,513 | 82,666 |
|
|
|
Other assets: |
|
|
Deposits | 4,635 | 21,297 |
Long-term investments | 414,958 | 518,195 |
Long-term investments-restricted | 1,516,192 | 1,893,406 |
|
|
|
Total assets | $ 2,069,075 | $ 2,599,732 |
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
Current liabilities: |
|
|
Accounts payable and accrued expenses | $ 1,004,168 | $ 164,233 |
Deferred revenue | 103,175 | - |
Related party loans | 45,139 | 76,728 |
Total current liabilities | 1,152,482 | 240,961 |
|
|
|
Stockholders' equity: |
|
|
Preferred stock: par value $0.01 per share; 25,000,000 shares authorized, none issued and outstanding | - | - |
Common stock: par value $0.01 per share, 500,000,000 shares authorized, 94,915,852 shares issued and outstanding as of September 30, 2013 and December 31, 2012 | 949,159 | 949,159 |
Additional paid in capital | 5,734,030 | 5,734,030 |
Accumulated deficit | (5,418,735) | (4,144,036) |
Accumulated other comprehensive income | (347,861) | (180,382) |
Total stockholders' equity | 916,593 | 2,358,771 |
|
|
|
Total liabilities and stockholders' equity | $ 2,069,075 | $ 2,599,732 |
|
|
|
See the accompanying notes to the unaudited condensed consolidated financial statements | ||
3
SCIENTIFIC ENERGY, INC. | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||
(unaudited) | ||||
|
|
|
|
|
| Three months ended September 30, | Nine months ended September 30, | ||
| 2013 | 2012 | 2013 | 2012 |
|
| (restated) |
| (restated) |
OPERATING EXPENSES: |
|
|
|
|
Selling, general and administrative expenses | $ 392,411 | $ 339,430 | $ 1,209,611 | $ 884,620 |
Depreciation | 21,550 | 22,009 | 65,093 | 66,018 |
Total operating expenses | 413,961 | 361,439 | 1,274,704 | 950,638 |
|
|
|
|
|
NET LOSS FROM OPERATIONS | (413,961) | (361,439) | (1,274,704) | (950,638) |
|
|
|
|
|
Other income (expense): |
|
|
|
|
Interest income | 2 | 11 | 5 | 57 |
Other income | - | 536 | - | 536 |
|
|
|
|
|
Net loss before provision for income taxes | (413,959) | (360,892) | (1,274,699) | (950,045) |
|
|
|
|
|
Income taxes (benefit) | - | - | - | - |
|
|
|
|
|
NET LOSS | $ (413,959) | $ (360,892) | $ (1,274,699) | $ (950,045) |
|
|
|
|
|
Net loss per common share, basic and diluted | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.01) |
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted | 94,915,852 | 94,915,852 | 94,915,852 | 94,915,852 |
|
|
|
|
|
Comprehensive income (loss): |
|
|
|
|
Net loss | $ (413,959) | $ (360,892) | $ (1,274,699) | $ (950,045) |
Exchange of investment | 173,794 | 193,111 | (479,782) | 207,465 |
Foreign translation gain (loss) | 183,470 | 88,199 | 312,003 | 88,313 |
|
|
|
|
|
Comprehensive income (loss) | $ 56,695 | $ (79,582) | $ (1,442,178) | $ (654,267) |
|
|
|
|
|
See the accompanying notes to the unaudited condensed consolidated financial statements | ||||
4
SCIENTIFIC ENERGY, INC. | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
(unaudited) | ||
|
|
|
| Nine months ended September 30, | |
| 2013 | 2012 |
|
| (restated) |
Net loss | $ (1,274,699) | $ (950,045) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation | 65,092 | 66,018 |
Amortization of prepaid advertising | - | 51,709 |
Deposits | - | (21,276) |
Prepaid expenses and other | 35,644 | (115,056) |
Accounts payable and accrued expenses | 974,936 | (3,143) |
Deferred revenue | 103,126 | - |
Net cash used in operating activities | (95,901) | (971,793) |
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchase of property, plant and equipment | - | (541) |
Net cash used in investing activities | - | (541) |
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Repayments to related party | (31,545) | - |
Net cash used in financing activities | (31,545) | - |
|
|
|
Effect of currency rate changes on cash | 178,061 | (46,253) |
|
|
|
Net increase (decrease) in cash and cash equivalents | 50,615 | (1,018,587) |
Cash and cash equivalents, beginning of period | 58,205 | 1,215,561 |
|
|
|
Cash and cash equivalents, end of period | $ 108,820 | $ 196,974 |
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
| |
Interest paid | $ - | $ - |
Taxes paid | $ - | $ - |
|
|
|
Non cash investing and financing activities: |
|
|
Prepaid advertising acquired by exchange of trading securities | $ - | $ 1,995,834 |
Trading securities acquired by exchange of long term investment | $ - | $ 2,445,374 |
|
|
|
See the accompanying notes to the unaudited condensed consolidated financial statements | ||
5
SCIENTIFIC ENERGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows:
Basis and Business Presentation
Scientific Energy, Inc., (the "Company") was incorporated under the laws of the State of Utah on May 30, 2001. Prior to August 2011, the Company was principally devoted to the buying and selling of various types and grades of graphite, such as medium- and high-carbon graphite, high-purity graphite, micro-powder graphite and expandable graphite. In August 2011, the Company decided to engage in a business of e-commerce platform. Currently the Company is in the process of developing a website, which provides an e-commerce platform, where registered members can exchange goods and services.
On February 28, 2012, the Company set up a wholly-owned subsidiary, Makeliving Ltd., which was incorporated in the Cayman Islands in order to engage in a business of e-commerce platform.
The accompanying consolidated financial statements present the financial position and the results of operations of the Company and its 100% owned subsidiaries, Makeliving, Ltd. and PDI Global Limited (a British Virgin Islands corporation, “PDI”). PDI, in turn, is the 100% owner and consolidates Sinoforte Limited, a Hong Kong corporation.
All significant intercompany transactions and balances have been eliminated in consolidation.
Interim Financial Statements
The following (a) condensed consolidated balance sheet as of December 31, 2012, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of results that may be expected for the year ending December 31, 2013. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 15, 2013.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing ASC 605-25 on the Company's financial position and results of operations was not significant.
The Company defers any revenue for which the product has not been delivered or services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required. As of September 30, 2013 and December 31, 2012, deferred revenue was $103,175 and $-0-, respectively
6
Revenues on the sale of products, net of estimated costs of returns and allowance, are recognized at the time products are shipped to customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied. Products are generally sold on open accounts under credit terms customary to the geographic region of distribution. The Company performs ongoing credit evaluations of the customers and generally does not require collateral to secure the accounts receivable.
The Company is exploring web based e-commerce to bring buyers and sellers together recognizing revenue as commissions on closed transactions.
Segment information
ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. All sales and substantial assets of the Company are in China. The Company applies the management approach to the identification of our reportable operating segments as provided in accordance with ASC 280-10. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Long-Term Investments
Long-term investment as of September 30, 2013 and December 31, 2012 was comprised of 242 gold bullions, 5 tael per bullion, for a total of 1,210 tael which were in exchange for the cancelation of the debenture on August 26, 2011. The Company recorded the fair value of the gold received as of August 26, 2011 of $2,577,474 realizing a gain on exchange of long-term investments of $769,748 in fiscal 2011.
Since the investment in gold was considered a commodity in which the fair value is readily determinable, the recorded carrying value is reviewed each reporting period and adjusted to the underlying market price as other comprehensive income or loss. At September 30, 2013, the Company reviewed and adjusted for the change in the underlying market price as other comprehensive loss of $173,999 related to the investment.
190 Gold bullions, approximately USD $1.37 million, have been committed to pay for MakeLiving.com advertising expense.
In September 2012, the Company entered into a Trust Agreement with a law firm as the trustee to hold the Company’s gold bullions. Upon receipt of the gold bullions, the Trustee issued electronic receipts therefore, each known as a “Goldeq” or purchase rights, which can be used, in lieu of gold, as an intermediary to facilitate the exchange of goods and services conducted on the Company’s electronic commerce platform known as MakeLiving.com.
Concentration of Credit Risk
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.
As of September 30, 2013 and December 31, 2012, the Company maintained $95,977 and $55,546 in foreign bank accounts not subject to FDIC coverage
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Reclassification
7
Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on reported income or losses.
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks.
Comprehensive Income (Loss)
The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments.
Foreign Currency Translation
The Company translates the foreign currency financial statements into US Dollars (“USD”) using the year or reporting period-end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented.
The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations.
The conversion rates of Hong Kong Dollars (“HKD”) to USD at September 30, 2013 and December 31, 2012 were $7.7538 and $7.7509, respectively and average rates of $7.7575 and $7.7587 for the nine months ended September 30, 2013 and 2012, respectively. The Company uses historical rates for stockholders’ equity accounts.
Property, plant and equipment
The estimated useful lives of property, plant and equipment are as follows:
Office |
| 3 years |
|
Furniture and fixtures |
| 3 years |
|
Vehicles |
| 4 years |
|
The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved.
The Company has two vehicles that are provided for business and personal use of the Company’s President and CEO. The net book value of these vehicles was $17,505 and $82,130, as of September 30, 2013 and December 31, 2012, respectively.
Depreciation expense for the three and nine months ended September 30, 2013 was $21,550 and $65,093, respectively; and for the three and nine months ended September 30, 2012 was $22,009 and $66,018, respectively.
Advertising Costs
The Company expenses advertising costs when incurred. Advertising expenses were $129,736 and $402,903 for the three and nine months ended September 30, 2013, respectively; and for the three and nine months ended September 30, 2012 was $51,709. As of September 30, 2013, the Company has committed 190 gold bullions, approximately USD $1.37 million, to pay for MakeLiving.com advertising expense (see above).
8
Fair Value of Financial Instruments
ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 — | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||
Level 2 — | Other inputs that are directly or indirectly observable in the marketplace. |
|
|
|
Level 3 — | Unobservable inputs which are supported by little or no market activity. |
|
|
|
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with ASC Topic 820, the long-term investment for 99 Tael Gold are classified within Level 1 since they are valued using active market prices.
At September 30, 2013:
| Level 1 | Level 2 | Level 3 | Total | ||||
Quoted Prices | Significant | Significant | ||||||
in Active | Other | Unobservable | ||||||
Markets for | Observable | Inputs | ||||||
Identical Assets | Inputs |
| ||||||
Investment – Tael Gold | $ | 414,958 | $ | - | $ |
| $ | 414,958 |
Investment (restricted) Tael Gold |
| 1,516,192 |
| - |
| - |
| 1,516,192 |
Total assets measured at fair value | $ | 1,931,150 | $ | - | $ | - | $ | 1,931,150 |
At December 31, 2012:
| Level 1 | Level 2 | Level 3 | Total | ||||
Quoted Prices | Significant | Significant | ||||||
in Active | Other | Unobservable | ||||||
Markets for | Observable | Inputs | ||||||
Identical Assets | Inputs |
| ||||||
Investment – Tael Gold | $ | 518,195 | $ | - | $ | - | $ | 518,195 |
Investment (restricted) Tael Gold |
| 1,893,406 |
| - |
| - |
| 1,893,406 |
Total assets measured at fair value | $ | 2,411,601 | $ | - | $ | - | $ | 2,411,601 |
Earnings (Loss) Per Share
Earnings Per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at September 30, 2013 and 2012.
9
SCHEDULE OF EARNINGS (LOSS) PER SHARE
| Three Months Ended September, 30, 2013 | Three Months Ended September 30, 2012 (restated) | Nine Months Ended September 30, 2013 | Nine Months Ended September 30, 2012 (restated) | ||||
Numerator-basic and diluted |
|
|
|
| ||||
Net loss | $ | (413,959) | $ | (360,892) | $ | (1,274,699) | $ | (950,045) |
Denominator |
|
|
|
| ||||
Weighted average number of common shares outstanding-basic and diluted | 94,915,852 | 94,915,852 | 94,915,852 | 94,915,852 | ||||
|
|
|
|
| ||||
Loss per common share-basic and diluted | $ | (0.00) | $ | (0.00) | $ | (0.01) | $ | (0.00) |
Recent Accounting Pronouncements
There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
NOTE 2 – RESTATEMENT
The Company restated their reported Statement of Operations for the three and nine months ended September 30, 2012 to correct the changes in comprehensive income associated with their gold investment. As such, the results of operations changed from a net loss of $472,508 to $360,892 for the three months ended September 30, 2012, and $1,061,661 to $950,045 for the nine months ended September 30, 2012. In addition, due to the changes above, the Company corrected their Statement of Cash Flows for the nine months ended September 30, 2012 accordingly.
NOTE 3 – CAPITAL STOCK
The Company is authorized to issue 500,000,000 shares of common stock, $0.01 par value, and 25,000,000 shares of preferred stock, $0.01 par value. As of September 30, 2013, there were 94,915,852 shares of the Company's common stock issued and outstanding, and none of the preferred shares were issued and outstanding.
As of September 30, 2013, Kelton Capital Group Ltd. owned 31,261,920 shares or 32.9% of the Company's common stock. Other than Kelton Capital Group Ltd, no person owns 5% or more of the Company's issued and outstanding shares.
NOTE 4 - SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has evaluated subsequent events through the date of filing. No material subsequent events were noted.
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains certain forward-looking statements that involve risks and uncertainties. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. These statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements.
Overview
The Company conducts business primarily through its wholly owned subsidiary Sinoforte Ltd., a Hong Kong corporation.
Prior to August 2011, the Company operated primarily as a merchant, buying and selling various type and grades of graphite, such as medium- and high-carbon graphite, high-purity graphite, micro-powder graphite and expandable graphite. As a merchant, the Company acted as a reseller. It purchased graphite products in bulk, primarily from graphite producers, and resold them, either in bulk or in smaller quantities (in either case, without further processing), to various small and mid-sized customers.
For the year ended December 31, 2012, the Company generated no sales. For much of 2012, due to the unstable and intermittent graphite supplies, shrinking profit margin and risk of loss, the Company had been waiting for the graphite price to stabilize so as to minimize trading risk and ensure profitability. In the meantime, the Company began to look for other business opportunities. In August 2011, the Company decided to engage in a business of e-commerce platform. Currently the Company is in the process of developing a website, “Makeliving.com” ("Makeliving"), which provides an e-commerce platform, where registered members can exchange goods and services.
Makeliving will act both as a platform and as a conduit between those (individuals or companies) who desire to acquire goods and services and those (individuals or companies) who desire to offer goods and services. Makeliving plans to charge a certain percentage fee for the transactions. Currently this website is under trial operation.
Results of Operations
For the Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012
Sales
For the three months ended September 30, 2013 and 2012, the Company generated no sales. Currently the Company is in the process of developing a website, which provides an e-commerce platform, where registered members can exchange goods and services.
Operating expenses
For the three months ended September 30, 2013, the Company’s selling, general and administrative expenses were $392,411 compared to $339,430 for the same period of the previous year. The increase is primarily the result of advertising, consulting fees paid and other costs relating to business development with Makeliving.
Other Income (Expense)
For the three months ended September 30, 2013, the Company had $2 of interest income, as compared to $11 of interest income for the same period last year. In addition, the Company had other income of $536 for the three months ended September 30, 2012 as compared to nil for the current period.
Net Loss
For the three months ended September 30, 2013, we had a net loss of $413,959, or $(0.00) per share, as compared to a net loss of $360,892, or $(0.00) per share, for the same period of 2012.
11
For the Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012
Sales
For the nine months ended September 30, 2013 and 2012, the Company generated no sales. Currently the Company is in the process of developing a website, which provides an e-commerce platform, where registered members can exchange goods and services.
Operating expenses
For the nine months ended September 30, 2013, the Company’s selling, general and administrative expenses were $1,209,611 compared to $884,620 for the same period of the previous year. The increase is primarily the result of advertising, consulting fees paid and other costs relating to business development with Makeliving.
Other Income (Expense)
For the nine months ended September 30, 2013, the Company had $5 of interest income, as compared to $57 of interest income for the same period last year. In addition, the Company had other income of $536 for the nine months ended September 30, 2012 as compared to nil for the current period.
Net Loss
For the nine months ended September 30, 2013, we had a net loss of $1,274,699, or $(0.01) per share, as compared to a net loss of $950,045, or $(0.01) per share, for the same period of 2012.
Liquidity and Capital Resources
As of September 30, 2013, the Company had cash and cash equivalents of $108,820 and a working capital deficit of $1,036,705. For the nine months ended September 30, 2013, the Company used net cash of $95,901 from its operating activities primarily from our net loss of $1,274,699, adjusted for our increase in prepaid expenses of $35,644, our increase in accounts payable of $974,936, our increase in deferred revenue of $103,126 and our non-cash depreciation of $65,902. By comparison, net cash used by operating activities was $971,793 for the same period of 2012.
During the nine months ended September 30, 2013, we did not have any investing activities. By comparison, net cash used by investing activities was $541 for the same period of 2012.
During the nine months ended September 30, 2013, cash flows used in financing activities was $31,545 from repayment of loans from our major shareholder. The Company did not have any financing activities for the nine months ended September 30, 2012.
Until we are able to generate sufficient liquidity from operations, we intend to continue to fund operations from cash on-hand, and through private debt or equity placements of our securities. Our continued operations will depend on whether we are able to generate sufficient liquidity from operations and/or raise additional capital through such sources as equity and debt financings, collaborative and licensing agreements and strategic alliances. There can be no assurance that additional capital will become available or, if it does, that it will become available on acceptable terms, or that any additional capital we may obtain will be sufficient to meet our long-term needs. We currently have no commitments for any additional capital, both internally and externally.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Contractual Obligations
Consulting agreements
(1) Consulting Agreement with Tsui Siu Ting: On January 1, 2010, we entered into a Consulting Agreement with Tsui Siu Ting. Under the Agreement, Mr. Tsui shall serve as a business advisor to the Company, on a non-exclusive basis, and render such advice and services to us as may be reasonably requested or assigned by us, including, without limitation, new business development and marketing activities in China and Hong Kong. In consideration for his services, we agree to pay to Mr. Tsui a monthly fee of $20,000 Hong Kong dollars (approximately US$2,564). The term of this agreement is five years.
12
(2) Consulting Agreement with GHL International. On November 18, 2011, we entered into a Consulting and Service Agreement with GHL International Ltd. Pursuant to the Agreement, GHL shall provide us and our subsidiaries with a service of designing, developing, marketing and technical support, as well as other services, to our Makeliving.com website. In consideration of GHL’s services, we agree to pay to GHL a fee of $50,000 per month. The term of this Agreement is two years ending on December 31, 2014, which can be extended by negotiation between the Company and GHL.
Purchase commitments
In September 2012, we signed a contract to purchase 10,000 minutes of advertising time divided into twenty thousand (20,000) 30-second time slots to be aired as “My TV Time” in Macau. The entire contract is approximated at USD $1.37 million (190 gold bullions). The gold is to be used as settlement.
Operating leases
We lease approximately 250 square feet in Jersey City, New Jersey on a month to month basis of approximately $535 per month. In addition, we entered into a two-year lease for office space of approximately 1,250 square feet in Hong Kong, expiring January 2014, with monthly payments of approximately $6,801 per month.
Critical Accounting Policies
In preparing the financial statements, we follow accounting principles generally accepted in the United States (“GAAP”). GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.
We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 1 to our financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
A smaller reporting company is not required to provide the information in this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified by or pursuant to the Exchange Act, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Management evaluated the effectiveness of our disclosure controls and procedures for the quarter ended September 30, 2013 under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. During fiscal year ended December 31, 2012, our management identified a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. Consequently, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective because we had insufficient accounting personnel with appropriate knowledge of US GAAP, even though we hired an outsider professional accountant to prepare our quarterly and annual SEC filings. We are still in the process of remediating this material weakness, which substantially influenced the conclusion of our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures were not effective as of September 30, 2013.
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and
13
forms, and that such information is accumulated and communicated to our management, including our CEO and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes In Internal Control Over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
A smaller reporting company is not required to provide the information in this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits and Reports
(a) Exhibits:
Exhibit No.
Title of Document
31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 INS XBRL Instance Document
101SCH XBRL Taxonomy Extension Schema Document
101 CAL XBRL Taxonomy Extension Calculation Linkbase Document
101LAB XBRL Taxonomy Extension Label Linkbase Document
101PRE XBRL Taxonomy Extension Presentation Linkbase Document
101DEF XBRL Taxonomy Extension Definition Linkbase Document.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SCIENTIFIC ENERGY, INC.
By: /s/ Stanley Chan
Stanley Chan
President and Chief Executive Officer
November 11, 2013
15
Exhibit 31.1
CERTIFICATION
Pursuant to Rule 13a–14(a)/15d–14(a)
of the Securities Exchange Act, as amended.
I, Stanley Chan, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Scientific Energy, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 11, 2013
/s/ Stanley Chan |
|
|
Stanley Chan |
|
|
Chief Executive Officer and Chief Financial Officer |
|
|
(Principal Executive Officer and Principal Financial Officer) |
|
|
Exhibit 32.1
CERTIFICATION
Pursuant to 18 U.S.C. 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Scientific Energy, Inc. (the "Company") for the quarter ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stanley Chan, the Chief Executive Officer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 11, 2013
/s/ Stanley Chan |
|
|
Stanley Chan |
|
|
Chief Executive Officer and Chief Financial Officer |
|
|
(Principal Executive Officer and Principal Financial Officer) |
|
|
|
Note 1 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Policies | |
| Cash and Cash Equivalents | Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks. |