U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB/A-2
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 2-76219-NY
New Environmental Technologies Corporation
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(Name of Small Business Issuer in its Charter)
NEVADA 11-2609717
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
September 30, 2002
2,620,326
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2002 and December 31, 2001
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
2002 2001
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
--------- ------------
Total Current Assets $ - $ -
--------- ------------
TOTAL ASSETS $ - $ -
========= ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 37,707 $ 34,591
Accounts payable - related party 22,331 18,992
Accrued interest payable - related party 3,547 2,308
--------- -----------
Total Current Liabilities 63,585 55,891
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Total Liabilities 63,585 55,891
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STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 2,620,326 shares issued
and outstanding 2,620 2,620
Additional paid-in capital 150,692 150,692
Deficit accumulated during the development
stage (216,897) (209,203)
--------- ----------
Total Stockholders' Equity (Deficit) (63,585) (55,891)
--------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
========= ==========
The accompanying notes are an integral part of these financial statements.
2
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the January 7,
Three Months Ended Nine Months Ended 1982 Through
September 30, September 30, September 30,
2002 2001 2002 2001 2002
REVENUES $ - $ - $ - $ - $ -
-------- -------- -------- ------- ---------
EXPENSES 2,075 865 7,694 9,757 216,897
-------- -------- -------- ------- ---------
NET LOSS $ (2,075) $ (865) $ (7,694) $(9,757) $(216,897)
======== ======== ======== ======= =========
LOSS PER SHARE
OF COMMON STOCK $ (0.00) $ (0.00) $ (0.00) $ (0.00)
======== ======== ======== =======
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING
OUTSTANDING 2,620,326 2,620,326 2,620,326 2,620,326
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
3
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 2000 2,620,326 $2,620 $150,692 $(189,742)
Net loss for the year
ended December 31, 2001 - - - (19,461)
Balance, December 31, 2001 2,620,326 2,620 150,692 (209,203)
Net loss for the nine
months ended September
30, 2002 (unaudited) - - - (7,694)
Balance, September 30,
2002 (unaudited) 2,620,326 $ 2,620 $ 150,692 $(216,897)
The accompanying notes are an integral part of these financial statements.
4
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the January 7,
Nine Months Ended 1982 Through
September 30, September 30,
2002 2001 2002
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (7,694) $ (9,757) $(216,897)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services - - 2,538
Changes in operating assets and
liabilities:
Increase (decrease) in accounts payable 3,116 - 37,707
Increase (decrease) in accounts payable
- related party and accrued interest 4,578 9,747 25,878
--------- ---------- ---------
Net Cash Used by Operating
Activities - (10) (150,773)
--------- ---------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES: - - -
--------- ---------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for cash - - 150,773
--------- ---------- ---------
Net Cash Provided by Financing
Activities - - 150,773
--------- ---------- ---------
NET DECREASE IN CASH - (10) -
CASH AT BEGINNING OF PERIOD - 10 -
--------- ---------- ---------
CASH AT END OF PERIOD $ - $ - $ -
========= ========== =========
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SCHEDULE OF NON CASH FINANCING
ACTIVITIES
Stock issued for services $ - $ - $ 2,538
The accompanying notes are an integral part of these financial statements.
5
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2002 and December 31, 2001
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted in accordance with such
rules and regulations. The information furnished in the interim
condensed financial statements include normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are
necessary for a fair presentation of such financial statements.
Although management believes the disclosures and information presented
are adequate to make the information not misleading, it is suggested
that these interim condensed financial statements be read in conjunction
with the Company's most recent audited financial statements and notes
thereto included in its December 31, 2002 Annual Report on Form 10-KSB.
Operating results for the nine months ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2002.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to
cease development of operations.
In order to continue as a going concern, develop a reliable source of
revenues, and achieve a profitable level of operations the Company will
need, among other things, additional capital resources. Management's
plans to continue as a going concern include raising additional capital
through sales of common stock. However, management cannot provide any
assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing and
attain profitable operations. The accompanying financial statements do
not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
6
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
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The Company has not engaged in any material operations since the
calendar year ended December 31, 1985, or during the quarterly period ended
September 30, 2002.
The Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which the Company may have an interest;
(ii) adopt a business plan regarding engaging in business in any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a "going concern" engaged in any industry selected.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
industries as a business venture, which the Company expects to pay from its
cash resources or loans from makers of management.
Results of Operations.
----------------------
During the quarterly period ended September 30, 2002, the Company
had no business operations. During this period, the Company received total
revenues of $0 and had a net loss of $2,075, as compared to the quarterly
period ended September 30, 2001, when the Company received total revenues of
$0 and had a net loss of $865.
For the nine months ended September 30, 2002, the Company received
total revenues of $0 and had a net loss of $7,694, as compared to the nine
months ended September 30, 2001, when the Company received total revenues of
$0 and had a net loss of $9,757.
Liquidity.
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At June 30, 2002, the Company had $0 in current assets, with
total current liabilities of $63,585. Total stockholders' equity was
($63,585).
Item 3. Controls and Procedures.
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(a) Evaluation of Disclosure Controls and Procedures
New Environmental's President and Secretary/Treasurer have evaluated
the company's disclosure controls and procedures as of November 6, 2002, and
they concluded that these controls and procedures are effective.
(b) Changes in Internal Controls
There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to November
5, 2002.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities.
--------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
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None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned there unto duly authorized.
New Environmental Technologies Corporation
Date: 11/12/02 By/s/David C. Merrell
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David C. Merrell
Director and President
Date: 11/12/02 By/S/Corie Merrell
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Corie Merrell
Secretary and Treasurer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David C. Merrell, President of New Environmental Technologies
Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of New
Environmental Technologies Corporation;
2. Based on my knowledge, this Quarterly 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 Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Quarterly 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
Quarterly Report;
4. The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:
a) designed such disclosure controls and procedures 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
Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Dated: November 12, 2002 Signature:/s/David C. Merrell
David C. Merrell
President
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Corie Merrell, Secretary/Treasurer of New Environmental Technologies
Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of New
Environmental Technologies Corporation;
2. Based on my knowledge, this Quarterly 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 Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Quarterly 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
Quarterly Report;
4. The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:
a) designed such disclosure controls and procedures 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
Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Dated: November 12, 2002 Signature:/s/Corie Merrell
Corie Merrell
Secretary/Treasurer