UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2008
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number: 000-50559
SCIENTIFIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0680657
--------------------------------------------------------------------------------
State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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27 Weldon Street, Jersey City, New Jersey 07306
(Address of principal executive offices)
(201) 985-8100
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of "larger accelerated filer", and "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non Accelerated filer [ ] (Do not check if a smaller reporting company)
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: 94,915,855 shares of common
stock, par value $0.01, as of August 19, 2008.
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
Table of Contents
Part I. Financial Information
Item1. Financial Statements
Consolidated Balance Sheets as of June 30, 2007 (unaudited) and
December 31, 2007................................................... 4
Consolidated Statements of Operations (unaudited) for the
Three and Six Months Ended June 30, 2008 and 2007 with
Cumulative Totals since Inception................................... 5
Consolidated Statements of Cash Flows (unaudited) for the Six Months
Ended June 30, 2008 and 2007 with Cumulative Totals since Inception. 6
Notes to Consolidated Financial Statements.............................. 7
Item 2. Management's Discussion and Analysis or Plan of Operation......... 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk........ 15
Item 4T. Controls and Procedures........................................... 15
Part II. Other Information
Item 1. Legal Proceedings................................................ 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...... 15
Item 3. Defaults Upon Senior Securities.................................. 15
Item 4. Submission of Matters to a Vote of Security Holders.............. 16
Item 5. Other Information................................................ 16
Item 6. Exhibits......................................................... 16
Signatures................................................................. 16
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
Consolidated Balance Sheets
June 30, December 31,
2008 2007
---------------- ----------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents............................. $ 6,417,160 $ 455,304
----------------- --------------
Total Current Assets............................. 6,417,160 455,304
Property, Plant, & Equipment:
Furniture and fixtures................................ 313 313
Office equipment...................................... 2,394 1,222
----------------- --------------
Total Property, Plant, & Equipment............... 2,707 1,535
Less: accumulated depreciation................... (618) (435)
----------------- --------------
Net property, plant & equipment.................. 2,089 1,100
Total Assets.......................................... $ 6,419,249 $ 456,404
================= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable...................................... $ - $ 2,750
Salary payable........................................ - 20,000
---------------- -------------
Total Current Liabilities........................ - 22,750
Minority interest in subsidiary....................... 645,190 -
Stockholders' Equity:
Preferred stock: par value $0.01; 25,000,000 shares authorized;
none issued and outstanding at June 30, 2008 and
December 31, 2007................................... - -
Common stock: par value $0.01; 100,000,000 shares authorized;
94,915,855 shares and 4,915,855 shares issued and outstanding
at June 30, 2008 and December 31, 2007, respectively 949,158 49,159
Additional paid-in capital............................ 5,734,031 1,234,030
Deficit accumulated during the development stage...... (909,130) (849,535)
---------------- --------------
Total stockholders' equity....................... 5,774,059 433,654
Total Liabilities and Stockholders' Equity............ $ 6,419,249 $ 456,404
================ ==============
See accompanying notes to unaudited consolidated financial statements
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SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
Consolidated Statements of Operations (Unaudited)
Period From
Three Months Ended Six Months Ended May 30 2001
June 30, June 30, (Inception) to
2008 2007 2008 2007 June 30, 2008
------------ ---------- --------- --------- -------------
Service Revenue.............................. $ - $ - $ - $ - $ -
Cost of Goods Sold........................... - - - - -
------------ ----------- --------- ---------- ------------
Gross Profit............................ - - - - -
Expenses:
Research and development..................... - - - - 68,090
Write-down of technology and royalties....... - - - - 250,040
General and administrative................... 33,452 15,986 59,453 21,544 689,264
------------ ----------- --------- --------- -----------
Total expenses.......................... 33,452 15,986 59,453 21,544 1,007,394
Loss from operations......................... (33,452) (15,986) (59,453) (21,544) (1,007,394)
------------ ----------- ---------- --------- -----------
Other income (expense):
Interest expense............................. - - - - (20,207)
------------ ----------- ---------- --------- -----------
Total other expense..................... - - - - (20,207)
Net loss before discontinued operations...... - - - - (1,027,601)
------------ ------------ ---------- ---------- -----------
Income (loss) from discontinued operations... - 273 - 273 375
Gain on disposal of subsidiary............... - - - - 118,238
Net loss before taxes and minority interest.. (33,452) (15,713) (59,453) (21,271) (908,988)
Income tax expense........................... - - - - -
------------ ----------- ---------- --------- -----------
Net income before minority interest.......... (33,452) (15,713) (59,453) (21,271) (908,988)
Minority interest in subsidiary income (loss) (142) - (142) - (142)
Net loss..................................... $ (33,594) $ (15,713) $(59,595) $(21,271) $(909,130)
=========== =========== ========= ========== ===========
Basic and diluted loss per share............. $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== ========= ==========
Weighted average common shares outstanding... 50,410,360 4,915,855 27,663,108 4,915,855
=========== =========== ========= ==========
See accompanying notes to unaudited financial statements
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SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows (unaudited)
Period From
May 30, 2001
Six Months Ended June 30, (Inception) to
2008 2007 June 30, 2008
--------------- ------------- ---------------
Cash Flows from Operating Activities:
Net loss............................................ $ (59,595) $ (21,271) $ (909,130)
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation expense............................. 183 7,429 18,856
Gain on disposal of subsidiary................... - - (118,238)
Write-down of technology and royalties........... - - 250,040
Stock issued for expenses........................ - - 31,200
Minority interest loss........................... 142 - 142
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable........... (2750) (57) -
Decrease in income tax payable.................... - - -
Increase (decrease) in salary payable............. (20,000) 8,000 -
---------------- ------------ --------------
Net cash used in operating activities........ (82,020) (5,899) (727,130)
Cash Flows from Investing Activities:
Purchase of subsidiary.............................. - - (300,000)
Proceeds from sale of subsidiary.................... - - 400,000
Purchase of property, plant and equipment........... (1,172) (300,161) (2,707)
---------------- ------------ -------------
Net cash used in investing activities........ (1,172) (300,161) 97,293
Cash Flows from Financing Activities:
Minority interest investment........................ 645,048 - 645,048
Principal payments on shareholder loans............. - - (39,915)
Proceeds from shareholder loans..................... - - 630,841
Issuance of common stock............................ 5,400,000 - 5,800,000
Contributed capital................................. - - 11,023
---------------- ------------ -------------
Net cash provided by financing activities.... 6,045,048 - 7,046,997
Increase (decrease) in cash and cash equivalents.... 5,961,856 (306,060) 6,417,160
Cash and cash equivalents, beginning of period...... 455,304 369,365 -
--------------- ------------- ------------
Cash and cash equivalents, end of period............ $ 6,417,160 $ 63,305 $ 6,417,160
=============== ============= ============
Supplemental disclosure of cash flow information:
Interest paid in cash............................... $ - $ - $ 6,620
=============== ============= ============
Income taxes paid in cash........................... $ - $ - $ -
=============== ============= ============
Supplemental Disclosure of non-cash investing and financing activities:
Common stock exchanged for technology............... $ - $ - $ 250,040
============== ============== ===========
Note payable converted to common stock.............. $ - $ - $ 590,926
============== ============== ===========
Contributed capital by shareholders for expenses.... $ - $ - $ 31,200
============== ============== ===========
See accompanying notes to unaudited financial statements
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SCIENTIFIC ENERGY, INC.
(A Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
June 30, 2008
Note 1. Nature of Operations and Basis of Presentation
Scientific Energy, Inc. (the "Company") was incorporated under the laws of the
State of Utah on May 30, 2001. The business plan of the Company is to acquire
energy - related technologies, equipment and crude oil or natural gas fields.
Currently the Company intends to enter into mining and natural resources
industry in China. As of June 30, 2008, the Company was in the development
stage.
The consolidated financial statements include the accounts of the Company, and
its subsidiaries, PDI Global Limited and Kabond Investments Limited. All
material intercompany accounts and transactions have been eliminated in
consolidation.
The accompanying unaudited consolidated financial statements of the Company and
its wholly owned subsidiary, PDI Global Limited, have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Item 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
annual financial statements.
In the opinion of management, the accompanying financial statements contain all
adjustments, including normal recurring adjustments, necessary for the fair
presentation of the Company's results of operations and financial position for
the periods presented. The results of operations for the three months ended
June 30, 2008 are not necessarily indicative of the results of operations to be
expected for the year ended December 31, 2008. The accompanying financial
statements should be read in conjunction with the financial statements and the
notes thereto of Scientific Energy, Inc. included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2007.
Note 2. Summary of Significant Accounting Policies
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.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements.
Use of Estimates
The preparation of financial statements in conformity with the accounting
principles generally accepted in the United States of America requires the
Company to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities. Actual results could vary from those
estimates, and those variances might be significant.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated
depreciation, which is computed using the straight-line method over the useful
lives of the assets. Upon disposal of assets, the cost and related accumulated
depreciation are removed from the accounts and any gain or loss is included in
income. Property and equipment are depreciated over their estimated useful lives
as follows:
Office equipment 5 years
Furniture and fixtures 7 years
Depreciation expense for the six months ended June 30, 2008 and 2007 was $183
and $7,429, respectively.
Income (loss) per Share
Income (loss) per common share is computed pursuant to the provisions of SFAS
No. 128, "Earnings Per Share" (SFAS 128). Under SFAS 128, basic income (loss)
per common share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding during
the period, excluding unvested restricted common stock. Diluted loss per common
share reflects the additional dilution for all potentially dilutive securities
such as unvested restricted common stock and convertible preferred stock.
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, or
SFAS 141(R). SFAS 141(R) establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The provisions of
SFAS 141(R) are effective for financial statements issued for fiscal years
beginning after December 15, 2008. We are currently assessing the financial
impact of SFAS 141(R) on our consolidated financial statements.
In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51, or SFAS 160.
SFAS 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," or ARB 51, to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. This statement also amends certain of ARB 51's consolidation
procedures for consistency with the requirements of SFAS 141(R). In addition,
SFAS 160 also includes expanded disclosure requirements regarding the interests
of the parent and its noncontrolling interest. The provisions of SFAS 160 are
effective for fiscal years beginning on or after December 15, 2008. Earlier
adoption is prohibited. We are currently assessing the financial impact of SFAS
160 on our financial statements.
In March of 2008 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment of FASB Statement
No. 133, "Accounting for Derivatives and Hedging Activities." SFAS No. 161 has
the same scope as Statement No. 133 but requires enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement No. 133
and its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. SFAS No. 161
has no effect on the Company's financial position, statements of operations,
or cash flows at this time.
In May of 2008 the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 163, "Accounting for Financial
Guarantee Insurance - an interpretation of FASB Statement No. 60, Accounting and
Reporting by Insurance Enterprises". This statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This statement also clarifies how Statement 60
applies to financial guarantee insurance contracts. This statement is effective
for fiscal years beginning after December 15, 2008. This statement has no
effect on the Company's financial reporting at this time.
In May of 2008, the FASB issued Statement No. 162, "The Hierarchy of Generally
Accepted Accounting Principles." This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States. This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles."
This statement will require no changes in the Company's financial reporting
practices.
Note 3 - Principal Stockholder
As of June 30, 2008, Kelton Capital Group Ltd., controlled by Stanley Chan, our
president and CEO, owned 31,190,500 shares, or 32.9%, of the Company's common
stock. Other than Stanley Chan, no persons own 5% or more of the Company's
issued and outstanding shares.
Note 4 - Capital Stock
The Company is authorized to issue 100,000,000 shares of common stock, $0.01 par
value, and 25,000,000 shares of preferred stock, $0.01 par value. As of June
30, 2008, there were 94,915,855 shares of the Company's common stock issued and
outstanding, and none of the preferred shares were issued and outstanding.
On May 23, 2006, the Company entered into a stock purchase agreement with Kelton
Capital Group Ltd., the controlling shareholder of the Company, and each of ten
individual investors in a private placement. Pursuant to the agreement, the
Company sold and investors purchased an aggregate of 4,000,000 shares of the
Company's common stock for an aggregate consideration of $400,000 in cash.
On January 25, 2007, the Company amended its Articles of Incorporation to affect
a reverse stock split of the Company's common stock in which every ten (10)
outstanding shares would be combined into one (1) share. All share transactions
disclosed in these financial statements give retroactive effect to this 1:10
reverse split.
On May 15, 2008, the Company issued 90,000,000 shares to 18 investors in a
private placement in exchange for an aggregate consideration of $5,400,000 in
cash.
Note 5 - Additional Paid-In Capital
In connection with the change in control of the Company, on May 31, 2006, the
selling shareholders paid off all liabilities (Accounts Payable, Note Payable-
Shareholder) of the Company by using their personal funds in an aggregate amount
of $11,023, which was recorded as additional paid-in capital.
Note 6 - Transactions with Related Parties
On April 14, 2006, there was a change in control of the Company effected
pursuant to a share purchase agreement by and among Todd Crosland, Jana Meyer,
Mark Clawson and Dale Gledhill (collectively the "Sellers"), and Kelton Capital
Group Limited (the "Buyer"). Each of the Sellers was a director of the Company.
Under the agreement, the Buyer acquired from the Sellers an aggregate of 790,500
shares of the Company's issued and outstanding common stock, representing
approximately 86.3% of the Company's outstanding shares at that time, for the
aggregate cash purchase price of $539,929.
On May 23, 2006, the Company entered into a stock purchase agreement with Kelton
Capital Group Ltd., a company controlled by Stanley Chan, our president and CEO.
Under the agreement, Kelton purchased 1,600,000 shares of the Company's common
stock at a price of $0.10 per share.
On May 15, 2008, the Company issued 28,800,000 shares of its common stock as
part of the 90,000,000 issued in the private placement to Kelton Capital Group
Ltd., a company controlled by Stanley Chan, our president and CEO, in exchange
for $1,728,000 in cash.
Note 7 - Acquisition and Sale of Assets
On April 21, 2007, the Company entered into an Asset Purchase Agreement with PT
Prima Jasa Energy, an Indonesian crude oil drilling and service corporation
("PJE"), for the acquisition of certain of PJE's assets, including certain heavy
drilling equipment, facilities and contract rights associated with its crude oil
drilling and service business. The purchase price for the assets was $300,000.
The transactions were closed April 30, 2007.
On April 21, 2007, the Company also entered into a long-term Drilling Services
Agreement with PJE, pursuant to which PJE will provide crude oil drilling and
services to the Company as an independent contractor. Under this contract PJE
will utilize the equipment and other assets purchased by the Company under the
Asset Purchase Agreement to provide drilling services under the operating
contract rights the Company acquired from PJE under the Asset Purchase
Agreement. Under the contract PJE will also search for and develop new clients
on behalf of the Company, will maintain the equipment purchased, and will
collect accounts receivable under the operating contract rights on behalf of the
Company. The Services Agreement commenced on May 1, 2007.
On October 29, 2007, the Company entered into an Asset Purchase Agreement with
Bermon Capital Holdings Limited, a Hong Kong corporation, for the sale of the
Company's certain assets for $400,000. The assets sold include certain heavy
drilling equipment, facilities and associated contract rights, which the Company
purchased in April 2007 for $300,000 from PT Prima Jasa Energy, an Indonesian
crude oil drilling and service company.
Note 8 - Establishment of a Subsidiary
On January 21, 2008, the Company, through its wholly owned subsidiary PDI Global
Ltd., which was incorporated under the laws of Territory of the British Virgin
Islands on January 21, 2008, entered into a joint venture agreement with China
Resources Development Group Ltd., a Hong Kong company. Under the agreement
a joint venture company, Kabond Investments Limited (the "JVC"), has been
established in Hong Kong, and the Company invested $39,600,000 Hong Kong dollars
(approximately USD$5.09 million) into the JVC for 72% of the JVC's capital
shares, and China Resources Development Group Ltd., jointly with its partner,
invested $15,400,000 Hong Kong dollars (approximately USD$1.98 million) into the
JVC to receive 28% of the JVC's capital shares. As of June 30, 2008, China
Resources Development has contributed $645,245 in cash and the remaining
$1,334,190. has been recorded in the JVC as a stock subscription receivable. The
purpose of this transaction is for the Company to set up a business entity in
China to gain access to mineral products, mineral resources and sales channel
in China.
On January 25, 2008, the Company entered into a subscription agreement with 18
non-US investors, pursuant to which the Company agreed to issue, in a private
placement, an aggregate of 90,000,000 shares of its restricted common stock to
those investors, at a purchase price of $0.06 per share, for an aggregate of
purchase price of $5.4 million. The transaction was completed by May 15, 2008.
Pursuant to the JVC agreement, the Company transferred $5,089,736, of the
proceeds received from the private placement to the JVC, which is used to set
up a business entity in China to gain access to mineral products, mineral
resources and sales channel in China.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 has not engaged in material operations or realized revenues since
inception outside of discontinued operations as disclosed in the Company's
10-KSB for the year ended December 31, 2007. On April 14, 2006, Kelton Capital
Group Ltd. acquired a majority of the Company's issued and outstanding common
stock. Prior to April 2006, the business plan of the Company was to develop
and manufacture various energy generation devices and energy efficient
mechanisms for use in currently available products.
In April 2007, the Company acquired certain heavy drilling equipment, facilities
and contract rights associated with crude oil drilling and service business
from PT Prima Jasa Energy, an Indonesian crude oil drilling and service firm
("PJE"), for $300,000. At the same time, the Company entered into a long-term
drilling services agreement with PJE, pursuant to which PJE will provide crude
oil drilling and services to the Company. Under the agreement, PJE agrees to
provide drilling, marketing, and equipment maintenance services to the Company
by utilizing the equipment and other assets the Company purchased from PJE.
In October 2007, the Company sold all drilling equipment, facilities and
associated contract rights the Company purchased from PJE to Bermon Capital
Holdings Limited for $400,000, and intends to enter into mining and natural
resources industry in China.
On January 21, 2008, the Company, through its wholly owned subsidiary PDI Global
Ltd., which was incorporated under the laws of Territory of the British Virgin
Islands on January 21, 2008, entered into an agreement with China Resources
Development Group Ltd., a Hong Kong company. Under the agreement, a joint
venture company, Kabond Investments Limited (the "JVC"), has been established
in Hong Kong, and the Company invested $39,600,000 Hong Kong dollars
(approximately USD$5.09 million) into the JVC to get 72% of the JVC's capital
shares, and China Resources Development Group Ltd., jointly with partner,
invested $15,400,000 Hong Kong dollars (approximately USD$1.98 million) into
the JVC to receive 28% of the JVC's capital shares. The purpose of this
transaction is for the Company to set up a business entity in China to gain
access to mineral products, mineral resources and sales channel in China.
For that purpose, on January 25, 2008, the Company entered into a subscription
agreement with 18 non-US investors, pursuant to which the Company agreed to
issue, in a private placement, an aggregate of 90,000,000 shares of its
restricted common stock to those investors, at a purchase price of $0.06 per
share, for an aggregate of purchase price of $5.4 million. The transaction was
completed and the shares were issued on May 15, 2008.
In order to set up an entity in China to gain access to mineral products and
resources in Luobei, Heilongjiang Province, China, the "JVC" remitted HK$45
million, approximately $5.77 million, to Heilongjiang Branch, Bank of China, as
a deposit on July 4, 2008, for foreign currency verification to obtain
government approval. The examination and approval process for the
establishment of that entity is expected to be completed in the third quarter
of 2008.
Results of Operations
For the Three Months Ended March 31, 2008 and 2007
Revenues
In October 2007, the Company's drilling service operations were discontinued.
For the three months ended June 30, 2008, the Company did not generate any
revenue, as well as for the same period of the previous year.
Operating Expenses
For the three months ended June 30, 2008, the Company's operating expenses were
$33,452, as compared to $15,986 for the same period of the prior year. The
largest expense items in the second quarter of 2008 were salary expense
($12,000, or 35.9%), professional fees ($8,425, or 25.2%), China earthquake
donation ($10,000, or 29.9%), and office rent ($1,460, or 4.4 %).
Net Loss
For the three months ended June 30, 2008, the Company had a net loss of $33,594,
or $0.00 per share, as compared to a net loss of $15,713, or $0.00 per share,
for the prior year.
For the Six Months Ended June 30, 2008 and 2007
Revenues
In October 2007, the drilling service operations of the Company were
discontinued. For the six months ended June 30, 2008 and 2007, the Company did
not generate any revenue.
Operating Expenses
For the six months ended June 30, 2008, the Company's operating expenses were
$59,453, as compared to $21,544 for the same period of the prior year. The
largest expense items for the period were salary expense ($24,000, or 40.4%),
professional fees ($20,652, or 34.7%), China earthquake donation ($10,000, or
16.8%), and office rent ($2,900, or 4.9%).
Net Loss
For the six months ended June 30, 2008, the Company had a net loss of $59,595,
or $0.00 per share, as compared to a net loss of $21,271, or $0.00 per share,
for the prior year.
Liquidity and Capital Resources
Since inception, the Company has funded its operations primarily by equity
capital and short-term loans from its directors and officers. On May 23, 2006,
the Company issued an aggregate of 4,000,000 shares of its common stock to ten
investors for an aggregate consideration of $400,000 in cash. On May 15, 2008,
the Company issued an aggregate of 90,000,000 shares of its common stock to 18
investors, in a private placement, for an aggregate of purchase price of $5.4
million in cash.
As of June 30, 2008, the Company had cash and cash equivalents of $6,417,160.
For the six months ended June 30, 2008, the Company's operating activities used
net cash of $82,020 primarily due the Company's net loss during the period and
the payment of outstanding salaries.
During the six months ended June 30, 2008, the Company's investing activities
used $1,172 of net cash due to the purchase of equipment. For the same period,
the financing activities provided net cash of $5,400,000 as a result of proceeds
from issuance of the Company's common stock.
The Company's sources of working capital are limited. Its current proposed
business plan calls for significant additional capital. To finance any business
operations, it may be necessary for the Company to raise additional funds
through public or private financings. Additional funds may not be available on
terms that are favorable to us, and, in the case of equity financings, would
result in dilution to our stockholders. There can be no assurance that such
additional financing, when and if necessary, will be available to us on
acceptable terms, or at all.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
Our financial statements and related public information are based on the
application of generally accepted accounting principles in the United States
("GAAP"). GAAP requires the use of estimates, assumptions, judgments and
subjective interpretations of accounting principles that may have an impact on
the assets, liabilities, revenue and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently applied. We base our estimates on historical
experience and on various assumptions that we believe are reasonable under the
circumstances. Actual results may differ materially from these estimates under
different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 to our financial
statements. While all of these significant accounting policies impact our
financial condition and results of operations, we view certain of these policies
as critical. Policies determined to be critical are those policies that have
the most significant impact on our financial statements. Our critical accounting
policies are discussed below.
Impairment of Long-Lived Assets
Long-lived assets, including our property and equipment, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets might not be recoverable. Conditions that would
necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or any other significant adverse change that
would indicate that the carrying amount of an asset or group of assets is not
recoverable. For long-lived assets used in operations, impairment losses are
only recorded if the asset's carrying amount is not recoverable through its
undiscounted, probability-weighted cash flows, including estimated net proceeds
if we were to sell a long-lived asset. When applicable, we measure the
impairment loss based on the difference between the carrying amount and
estimated fair value.
We periodically review our long-lived assets, in light of our history of
operating losses, but under the methodology described above, we have not been
required to record any impairment losses. Should applicable external factors
such as competition, governmental regulations or other market conditions change
in such a way as to be materially adverse to our business, impairment losses
might be required in the future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the Company's market risk during the
quarter or six months ended June 30, 2008. For additional information, refer to
the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007.
Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms.
(b) Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial
reporting during the last quarterly period covered by this report 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Title of Document
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31 Rule 13a-14(a)/15d -14(a) Certification
32 Section 1350 Certification
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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.
Date: August 19, 2008
By:/s/ Stanley Chan
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Stanley Chan
President and Chief Executive Officer
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