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EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Eos Petro, Inc.cellteck10qa033110ex312.htm
EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Eos Petro, Inc.cellteck10qa033110ex311.htm
EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Eos Petro, Inc.cellteck10qa033110ex321.htm
EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Eos Petro, Inc.cellteck10qa033110ex322.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A


 X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2010


     . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________ to _______________


Commission File Number: 000-53246


CELLTECK, INC.

(Exact name of small business as specified in its charter)


Nevada

 

98-0550353

(State or other jurisdiction of

 

(IRS Employer Identification Number)

incorporation or organization)

 

 


417 Exeter Road, London, ON Canada N6E 2Z3

(Address of principal executive offices)


(519) 963-0668

(Issuer's telephone number, including area code)


(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 definitions 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

      . (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 .


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The Issuer had 61,633,891 shares of common stock outstanding as of April 9, 2010.






CELLTECK, INC.


TABLE OF CONTENTS


 

 

Page No.

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

4

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

10

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

11

 

 

 

Item 4.

Controls and Procedures

11

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1

Legal Proceedings

11

 

 

 

Item 1A

Risk Factors

11

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

 

 

 

Item 3.

Defaults Upon Senior Securities

13

 

 

 

Item 4

Submission of Matters to a Vote of Security Holders

13

 

 

 

Item 5.

Other Information

13

 

 

 

Item 6.

Exhibits

13

 

 

 

SIGNATURES.

14




2



Forward Looking Statements


The Company desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This report contains a number of forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, future results and events and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," " anticipate," "estimate," "may," "will," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances. Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this report. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



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CELLTECK, INC.

 BALANCE SHEETS - unaudited

March 31, 2010 and December 31, 2009


 

 

Mar 31,

 

Dec 31,

 

 

2010

 

2009

 

 

 

 

 

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash

$

36

$

36

Accounts receivable

 

1,602

 

2,115

Inventory - for resale

 

3,931

 

2,086

 

 

 

 

 

Total Current Assets

$

5,569

$

4,237

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accounts payable

$

14,268

$

14,268

Accounts payable - related parties

 

193,594

 

181,426

 

 

 

 

 

Total Current Liabilities

 

207,862

 

195,694

 

 

 

 

 

STOCKHOLDERS' DEFICIENCY

 

 

 

 

 

 

 

 

 

Preferred stock 100,000,000 shares authorized at $.0001 par value - none out

 

-

 

-

Common stock 300,000,000 shares authorized at $.0001 par value 61,633,891 shares issued and outstanding

 

6,163

 

6,163

Capital in excess of par value – deficiency

 

463

 

463

Accumulated deficit

 

(208,919)

 

(198,083)

 

 

 

 

 

Total Stockholders’ Deficiency

 

(202,293)

 

(191,457)

 

$

5,569

$

4,237


The accompanying notes are an integral part of these financial statements



4



CELLTECK, INC.

 STATEMENT OF OPERATIONS -unaudited

For the Three Months Ended March 31, 2010 and 2009


 

 

Mar 31,

 

Mar 31,

 

 

2010

 

2009

 

 

 

 

 

SALES

$

1,538

$

9,086

 

 

 

 

 

COST OF SALES

 

528

 

2,907

Gross profit

 

1,010

 

6,197

 

 

 

 

 

EXPENSES

 

 

 

 

Administrative

 

11,846

 

4,944

 

 

 

 

 

NET LOSS

$

(10,836)

$

1,235

 

 

 

 

 

NET LOSS PER COMMON SHARE

 

 

 

 

Basic and diluted

$

-

$

-

 

 

 

 

 

AVERAGE OUTSTANDING SHARES - stated in 1,000's

 

 

 

 

Basic

 

61,634

 

61,634


The accompanying notes are an integral part of these financial statements



5



CELLTECK, INC.

 STATEMENT OF CASH FLOWS - unaudited

For the Six Months Ended March 31, 2010 and 2009


 

 

Mar 31,

 

Mar 31,

 

 

2010

 

2009

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(10,836)

$

1,235

Adjustments to reconcile net loss to

 

 

 

 

net cash provided by operating activities

 

 

 

 

 

 

 

 

 

Changes in accounts receivable

 

513

 

(3,586)

Changes in inventory

 

(1,845)

 

2,907

Changes in accounts payable

 

-

 

-

 

 

 

 

 

Net Changes in Cash from Operations

 

(12,168)

 

556

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

-

 

-

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Advances from related parties

 

12,168

 

(88)

 

 

 

 

 

Net Increase (Decrease) in Cash

 

-

 

468

 

 

 

 

 

Cash at Beginning of Period

 

36

 

72

 

 

 

 

 

Cash at End of Period

$

36

$

540


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




6



CELLTECK, INC.

NOTES TO FINANCIAL STATEMENTS

March 31, 2010



1. ORGANIZATION


Cellteck, Inc. (formerly Safe Cell Tab, Inc.) (the "Company") was organized to serve as a vehicle for the re-organization and spin-off of the Safe Cell Tab, Inc. business and exists as its successor in interest. The Company was incorporated on May 9, 1996, in the province of British Columbia, with authorized 10,000 common shares par value $1.00. On August 22, 2003 (as amended), the Company was acquired by Claremont Technologies Corp, as a wholly owned subsidiary. On August 21, 2008, the Company completed a forward stock split from 8,680 outstanding common shares to 61,633,891 common shares. The post split outstanding shares have been shown from inception. As a result of the re-organization, the Company changed its domicile to the state of Nevada and changed its authorized capital stock to 300,000,000 shares common stock and 100,000,000 shares preferred stock, each with a par value of $.0001.The Company made several name changes resulting in its present name.


The Company is in the business of pursuing the marketing and sales of the Safe Cell Tab product line. The Safe Cell Tab is a small, thin, oval shaped device designed to be placed on cell phones, cordless phones, laptops and any other hand held devices that emit potentially harmful electronic radiation (EMF).


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Accounting Methods


The Company recognizes income and expenses based on the accrual method of accounting.


Dividend Policy


The Company has not adopted a policy regarding payment of dividends.


Income Taxes


The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.


On March 31, 2010 the Company had a net operating loss carry forward; however, the use of most of the income tax benefit from the loss carry forward will not be available for carry forward because the former parent Company has filed consolidated tax returns using its share of the loss. The remaining loss available for carry forward has not been determined.


Inventory


Inventory is stated at the lower of cost or market using the first in first out method.


Basic and Diluted Net Income (Loss) Per Share


Basic net incomes (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes anti-dilutive and then only the basic per share amounts are shown in the report.


Foreign Currency Translation


Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gains or losses  are recognized from the translations. US dollars are considered to be the functional currency.



7



CELLTECK, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2010



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Financial Instruments


The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.


Estimates and Assumptions


Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.


Financial and Concentrations Risk


The Company does not have any concentration or related financial credit risk except for the accounts receivable, however, they are considered to be fully collectable.


Revenue Recognition


The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”), as amended by SAB No. 101A and SAB No. 101B. SAB No. 101 requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed and determinable; and (iv) collectability is reasonably assured.


Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. The Company has concluded that its revenue recognition policy is appropriate and in accordance with accounting principles generally accepted in the United States of America and SAB No. 101.


Revenues are exclusive for the sales of the Company’s products; the Company does not sell services. Revenue is recognized at the time of shipping determined as F.O.B loading dock. Products prices are fixed and are determined at the time of shipping, inclusive of all volume or other available discounts. Returns policy includes accounting for returns drawn from a return pool that is adjusted quarterly as required under the GAAP estimated return criteria. Historically, the return of products has been non-material.


Advertising and Market Development


The company expenses advertising and market development costs as incurred.


Recent Accounting Pronouncements


The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.


3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


Officers-directors, principal management and others have acquired 40,000 shares of the outstanding stock of the Company and have made demand, no interest, and loans to the Company of $ 193,594 represented as accounts payable. (see note 5).



8



CELLTECK, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2010



4. GOING CONCERN


The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.


Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from officers and others, if needed, and equity funding which will provide sufficient working capital necessary to conduct operations for the coming year. (see note 5)


As of March 31, 2010, the company has remaining $105,000 of its $150,000 related parties operating line of credit established August 31, 2008, which management believes shall be sufficient to meet its operating and financial obligations for fiscal year 2010.


5. SUBSEQUENT EVENTS


The Company was acquired by Claremont Technologies Corp as a wholly owned subsidiary on August 22, 2003 (as amended). During November 2008 the former parent of the Company, transferred all of the stock of the Company to its shareholders, on a pro-rata basis, as a stock dividend. This report includes the financial statements of the Company only and has not been consolidated with its former parent.


During 2010 the Company may distribute, a yet to be determined, number of common and preferred shares of the Company as a payment of debt due to the related parties. The issuance of preferred shares, and the conversion of preferred shares to common shares, convertible to common shares, at the rate of 2 common for 1 share of preferred, is at the option of the holder.


On May 12, 2010, The Company distributed 40,000,000 preferred shares of the Company as a payment of $40,000.00 debt due to related parties, resulting in a change of control of the Company. The preferred shares paid and related convertible common shares have no trading value at the time of payment to the related party creditor, Al Rahim, who at the time of the transaction is an affiliate of the Company and brother to the Company’s sole Director and Officer, Gus Rahim. The Company Board of Directors determined the value of the 40 Million preferred shares paid to be the amount of the $40,000 debt.


A review of other subsequent events was completed and no material event was found to report.




9





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.


Forward Looking Statements


 Certain statements in the Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section under “Risk Factors”. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise


RESULTS OF OPERATIONS FOR THE THREE AND THREE MONTHS ENDED MARCH 31, 2010 AND 2009


The following table presents the statement of operations for the three months ended March 31, 2010 as compared to the comparable period of 2009. The following discussion is based on these results.


 

 

March 31,

 

March 31,

 

 

2010

 

2009

NET REVENUE

$

1,538

$

9,086

COST OF SALES

 

528

 

2,907

   Gross profit

 

1,010

 

6,179

EXPENSES

 

 

 

 

  Administrative

 

11,846

 

4,944

NET PROFIT (LOSS)

$

(10,836)

$

1,235


Results of Operations for the Three Months Ended March 31, 2010.


Net Revenue


Net revenue for the three months ended March 31, 2010 totaled $1,538 compared to $9,086 for the three months ended March 31, 2009, a decrease of $7,548, or approximately 491%. The decrease was due, in part, to a down turn in the economy.


Operating Expenses


Operating expenses for the three months ended March 31, 2010 totaled $12,374 or approximately 805% of net revenue, compared to $7,581 or approximately 86% of net revenue for the three months ended March 31, 2010. The increase in operating expenses of $4,523, or approximately 294%, was due to lower revenue and increased operating cost.


Net Income Profit (Loss)


Loss from operations for the three months ended March 31, 2010 was ($10,836), or approximately 705% of net revenue, as compared to profit from operations of ($1,235) or approximately 14% of net revenue for the three months ended March 31, 2009, the decrease in operations expenses as described above.


LIQUIDITY AND CAPITAL RESOURCES


We are funded primarily by cash from operations and advances from related parties. Cash has historically been generated from operations. Operations and liquidity needs are funded primarily through cash flows from operations and related parties borrowings. Cash and cash equivalents were $36 at March 31, 2010 and current assets totaled $5,569 at March 31, 2010 (Cash and Inventory valued at cost). The Company's total current liabilities were $(202,293) at March 31, 2010. Working capital at March 31, 2010 was $(208,919).



10





We expect the funds from operations will not provide us with sufficient capital to fund our continuing operations for the foreseeable future. Instead, we will be required to increase borrowings or raise funds through the offering of private placements, until such time cash flows from operations support current operations as well as servicing our debt.  In addition, from time to time we borrow funds from management to cover current operational requirements.


Working Capital Arrangement


We entered into a financial arrangement with a related party, whereby we will have at our disposal a $150,000 line of credit for ongoing operational and general company expenses. We believe this operating line of credit will be sufficient to meet our financial needs for fiscal year 2010.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


Not Applicable.


Item 4. Controls and Procedures.


Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures and internal controls that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures and internal controls, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures and internal controls.


As required by the Securities and Exchange Commission Rule 13a-15(e) and Rule 15d-15(e), we carried out an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.


Changes in Internal Controls over Financial Reporting

 

There have not been any changes in our internal controls over financial reporting during the fiscal quarter ended  March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


PART II--OTHER INFORMATION


Item 1. Legal Proceedings.


The Company is not a party to any legal proceedings.


Item 1A. Risk Factors.


We face widespread competition from other industry related product offerings that may reduce our market share and harm our financial performance.


Competition from other industry related product lines may affect our ability to attract and retain distributors and to decrease sales rates. We may not be able to compete effectively with these companies for product sales or acquisitions in the future.



11





If we fail to anticipate or respond adequately to changes in technology and user preferences, our competitive position in this market could be materially adversely affected.


Advances in technology have brought and will likely continue to bring new participants, new products and new channels to the industry. The Internet has emerged as an attractive medium for retail product sales and its use, including as a means to transact commerce through wireless devices, has resulted in new technologies being developed and services provided that compete with our traditional distribution models, products and services. As a result of these factors, our growth and future financial performance may depend on our ability to develop and market new products and services to take advantage of and create new distribution channels, while enhancing existing products, services and distribution channels, to incorporate the latest technological advances and accommodate changing user preferences, including the use of the Internet. We may not be able to adapt our business successfully to these changes in technology.


We may not have access to capital on acceptable terms or at all.


Following the spin-off, we will no longer benefit from China Ivy’s investment grade status and our credit ratings are expected to be substantially lower than the current ratings of China Ivy. Differences in credit ratings affect the interest rates at which we may sell debt securities or borrow funds, as well as the amounts of indebtedness and types of financing structures that may be available to us. We may not be able to raise the capital we require on acceptable terms, or at all. If we are not able to obtain sufficient financing, we may be unable to maintain or grow our business, including through acquisitions. In addition, our financing costs may be higher following the spin-off. Further issuances of equity securities will be subject to limitations imposed on us in financing agreements that we expect to enter into.


Additional regulation regarding information technology could lead to increased costs.


As the Internet industry develops, specific laws relating to the provision of Internet services and the use of Internet and Internet-related applications may become relevant. Regulation of the Internet and Internet-related services is itself still developing both formally by, for instance, statutory regulation, and also less formally by, for instance, industry self regulation. If our regulatory environment becomes more restrictive, including by increased Internet regulation, our profitability could decrease.

 

Loss of key personnel or our inability to attract and retain highly qualified individuals could materially adversely affect our business.


We depend on the continued services of key personnel, including our experienced senior management team. The loss of key personnel could have a material adverse effect on our business. Our separation from China Ivy could also adversely affect our ability to attract and retain key personnel.

Our ability to achieve our operating goals depends to a significant extent on our ability to identify, hire, train and retain qualified individuals.

 

The loss of important intellectual property rights could adversely affect our prospects and results of operations.


Some intellectual property rights and other testimonial property rights are key to our business. We rely upon a combination of copyright and trademark laws as well as contractual arrangements to establish and protect our intellectual property rights. We may be required from time to time to bring lawsuits against third parties to protect our intellectual property rights. Similarly, from time to time, we may be party to proceedings by third parties challenging our rights. We cannot be sure that any lawsuits or other actions brought by us will be successful or that we will not be found to infringe the intellectual property rights of third parties. As the Internet grows, it may prove more onerous to protect from domain name infringement or to prevent others from using Internet domain names that associate their business with ours. Although we are not aware of any material infringements that are significant to our business, any lawsuits, regardless of their outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition or results of operations. Furthermore, the loss of important intellectual property rights, including testimonial property rights, could have a material adverse effect upon our business, financial condition and results of operations.


Our right to use the testimonial property moving forward may be contingent on the successful spin-off.



12





Environmental compliance costs and liabilities could adversely affect our operating results, including our cash available for operations.


Our operations, as well as the properties that we own and lease for our business, are subject to stringent laws and regulations relating to environmental protection. Our failure to comply with applicable environmental laws, regulations or permit requirements, or the imposition of liability related to waste disposal or other matters arising under these laws, could result in civil or criminal fines, penalties or enforcement actions, third-party claims for property damage and personal injury or requirements to clean up property or other remedial actions. Some of these laws provide for “strict liability,” which can render a party liable for environmental or natural resource damage without regard to negligence or fault on the part of the party.


In addition, new environmental laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments could require us to make additional unforeseen expenditures. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. To the extent that the costs associated with meeting any of these requirements are substantial and not adequately provided for, there could be a material adverse effect on our business, financial condition and results of operations.


Our exposure to legal proceedings could have a material adverse effect on our operating results or financial condition.


We can expect to be involved with various lawsuits and other claims typical for a business of our size. In addition, from time to time, we may receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate. We do not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material effect on our financial condition. However, any potential judgments, fines or penalties relating to these matters may have a material effect on our results of operations in the period in which they are recognized. See “Business—Legal Proceedings.”


Our reliance on technology could have a material adverse effect on our business.


Some of our business activities rely to a significant degree on the efficient and uninterrupted operation of our computer and communications systems and those of third parties. Any failure of current or, in the future, new systems could impair our collection, processing or storage of data and the day-to-day management of our business. This could have a material adverse effect on our business, financial condition and results of operations.


Our computer and communications systems are vulnerable to damage or interruption from a variety of sources. Despite precautions taken by us, a natural disaster or other unanticipated problems that lead to the corruption or loss of data at our facilities could have a material adverse effect on our business, financial condition and results of operations.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


There are no sales of equity securities during the applicable reporting period.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. Submission of Matters to a Vote of Security Holders.


The Company did not submit any matters to a vote of our stockholders during the period of this quarter report, except as required by the spin-off transactions with our former parent and related documents thereof.  


Item 5. Other Information.


None.


Item 6. Exhibits


31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



13





SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: August 20, 2010


CELLTECK, INC.


By: /s/ Gus Rahim                                

Gus Rahim

President and Chief Executive Officer

(Principal Executive Officer)




14