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 March 31, 2010
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-20259
GDT TEK, Inc.
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(Exact name of small business issuer as specified in its charter)
Florida 27-0318532
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
555 Winderely Place Suite 300, Orlando, Florida 327510
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(Address of principal executive offices)
(407) 574-4740
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(Issuer's telephone number)
SEAMLESS CORPORATION
800 N. Rainbow Blvd., Ste. 208, Las Vegas, NV 89109
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of July 6, 2010 the number of shares of common stock issued and
Outstanding was 19,724,424,763.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheet - March 31, 2010 and June 30, 2009 (audited) 2
Statements of Operations -
For the three months and nine months ended March 31, 2010 3
and 2009
Statements of Cash Flow -
For the nine months ended March 31, 2010 and 2009 4
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
Item 4T. Controls and Procedures 22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
Item 3. Defaults Upon Senior Securities 23
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 5. Other Information 23
Item 6. Exhibits 23
SIGNATURES 23
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GDT TEK, Inc.
FKA SEAMLESS CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 2010 June 30, 2009
(unaudited) Audited-Restated
---------------- ----------------
Current assets
Current assets from discontinued operations $ 3,301 $ 24,094
---------------- ----------------
Total current assets 3,301 24,094
Other Investment 1,000,000 --
Other assets from discontinued operations 13,910 2,091,241
---------------- ----------------
TOTAL ASSETS $ 1,017,211 $ 2,115,335
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses 275,871 136,951
Bank overdraft 8,390 --
Convertible Debt, net of discount of $237,746 and $506,820,
at March 31, 2010 and June 30, 2009, respectively 789,104 399,941
Note Payable - related party 10,000 --
Notes payable 22,000 --
Payable to officer 239,140 6,738
Convertible Debt-Conversion Feature Liability 3,869,040 1,426,044
Preferred Stock Liability 3,492,467 3,088,805
Stock conversion liabilities 3,244,969 822,602
Current liabilities of discontinued operations 1,484,256 1,350,071
---------------- ----------------
Total current liabilities 13,435,237 7,231,152
---------------- ----------------
Commitments and contingencies
Stockholders' equity (deficit)
Preferred A stock, par value $0.001, 2,000,000 shares and 10,000,000 837 449
shares authorized at March 31, 2010 and June 30, 2009,
836,527 and 449,493 shares issued and outstanding respectively
Preferred B stock, par value $0.001, 1,000,000 and 10,000,000 shares - -
authorized at March 31, 2010 and June 30, 2009
zero shares issued and outstanding
Preferred C stock, par value $0.001, 3,000,000 shares authorized at 2,656 1,852
March 31, 2010 and June 30, 2009, 2,655,940 shares and
1,852,000 issued and outstanding
Preferred D Stock, par value $.0.001 4,000,000 shares authorized
at March 31, 2010 and June 30, 2009 1,321,848 and 1,286,848
shares issued and outstanding 1,322 1,287
Common stock, par value $0.001, 19,990,000,000 shares and
19,990,000,000 shares authorized at March 31, 2010 and June 30, 2009,
17,515,024,763 shares and 10,348,080,963 shares issued and outstanding 17,515,024 10,348,081
Additional paid-in capital 4,275,375 13,192,369
Accumulated deficit (34,113,239) (28,559,854)
---------------- ----------------
Total stockholders' equity (12,318,025) (5,015,816)
Less: Treasury stock at cost (100,000) (100,000)
---------------- ----------------
Stockholders' equity (12,418,025) (5,115,816)
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,017,211 $ 2,115,335
================ ================
The accompanying notes are an integral part of these financial statements.
2
GDT TEK, Inc.
FKA SEAMLESS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31,
(unaudited)
3 MONTHS 9 MONTHS
------------------------------------ ------------------------------------
2010 2009 2010 2009
---------------- ---------------- ---------------- ----------------
Revenues $ -- $ -- $ -- $ --
Cost of revenues -- -- -- --
---------------- ---------------- ---------------- ----------------
Gross Income (Loss) -- -- -- --
---------------- ---------------- ---------------- ----------------
Expenses:
Selling, general and administrative 30,486 19,338 113,587 91,610
Officer Payroll 63,000 75,000 213,000 225,000
---------------- ---------------- ---------------- ----------------
Total Expenses 93,468 94,338 334,587 316,610
---------------- ---------------- ---------------- ----------------
Loss from operations (93,468) (94,338) (334,587) (316,610)
---------------- ---------------- ---------------- ----------------
Other income (expense)
Unrealized gain/(loss) from change in
derivative liabilities 596,201 -- (1,706,684) --
Interest expense-Amortization of Debt
Discount (232,912) -- (646,074) --
Interest expense- Other (39,029) -- (101,113) --
---------------- ---------------- ---------------- ----------------
Total other Income (Expense) 324,260 -- (2,453,871) --
---------------- ---------------- ---------------- ----------------
Loss from continuing operations
before income taxes 230,792 (94,338) (2,788,458) (316,610)
Income taxes (benefit) -- -- -- --
---------------- ---------------- ---------------- ----------------
Net income/(loss) from continuing operations 230,792 (94,338) (2,788,458) (316,610)
---------------- ---------------- ---------------- ----------------
Loss from discontinued operations
before income taxes (309,591) (118,282) (2,764,927) (4,025,780)
Income taxes (benefit) -- -- -- --
---------------- ---------------- ---------------- ----------------
Loss before income taxes (78,799) (212,620) (5,553,385) (4,342,390)
---------------- ---------------- ---------------- ----------------
Net Loss $ (78,799) $ (212,620) $ (5,553,385) $ (4,342,390)
---------------- ---------------- ---------------- ----------------
Preferred C stock dividends-deemed -- -- -- (405,400)
---------------- ---------------- ---------------- ----------------
Net loss available to common stockholders $ (78,799) $ (212,620) $ (5,553,385) $ (4,747,790)
================ ================ ================ ================
Basic and Diluted loss per common share
Loss from continuing operations,
after preferred dividends $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================ ================ ================ ================
Loss from discontinued operations $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================ ================ ================ ================
Net loss per share available to common
stockholders $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================ ================ ================ ================
Weighted average basic and diluted common
shares 181,483,939,619 3,129,643,963 15,416,339,057 1,744,556,182
================ ================ ================ ================
The accompanying notes are an integral part of these financial statements.
3
GDT TEK, Inc.
FKA SEAMLESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(unaudited)
2010 2009
----------- -----------
Cash flows provided by (used in) operating activities
Net loss $(5,553,385) $(4,747,790)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Loss from discontinued operation 2,739,089 4,025,780
Amortization of Debt Discount 646,074 --
Unrealized loss from change in derivative
liabilities 1,706,684 --
Non cash financing fee 8,000 --
Issuance of preferred stock for interest expense 16,799 --
Preferred stock dividend-deemed -- 405,400
Changes in operating assets and liabilities
Accounts payables and accrued expenses 138,920 136,951
Payables to officer 232,402 164,275
----------- -----------
Net cash used by operating activities of
continuing operations (65,417) (15,384)
Net cash used by operating activities of
discontinued operations (492,949) (790,918)
----------- -----------
Net cash used in operating activities (558,366) (806,302)
----------- -----------
Cash flows from financing activities
Proceeds from sale of common stock -- 28,416
Proceeds from sale of preferred A stock -- 100,000
Proceeds from sale of preferred C stock -- 394,600
Proceeds from notes - related party 10,000 --
Proceeds from notes 22,000 101,194
Proceeds Convertible Notes 517,976 180,850
Bank overdraft 8,390 1,242
----------- -----------
Net cash provided by financing activities of
continuing operations 558,366 806,302
Net cash provided by financing activities of
discontinued operations -- --
----------- -----------
Net cash provided financing activities 558,366 806,302
----------- -----------
Net increase in cash -- --
Cash at beginning of period -- --
----------- -----------
Cash at end of period $ -- $ --
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
GDT TEK, Inc.
FKA SEAMLESS CORPORATION
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(unaudited)
2010 2009
---------- ----------
Noncash investing, and financing activities
Preferred A stock issued for conversion of Preferred C stock $ -- $ 50,000
Preferred A Stock issued for notes payable and related
interest expenses $ 332,184 $ --
Preferred A Stock issued for legal and consulting expense $ 1,100 $ --
Deemed dividends recorded for Preferred C stock $ -- $ 405,400
Preferred C Stock issued for legal expense $ 50,000 $ --
Preferred C stock issued for investment $1,000,000 $ --
Preferred D stock issued for investment $ 15,000 $ --
Common stock and Preferred A stock issued for conversion
Preferred C stock $ -- $ 50,000
Common stock issued for conversion of Preferred A stock $ 100,000 $1,380,819
Common stock issued for conversion of preferred C stock $ 75,000 $ 48,000
Common Stock issued for legal and consulting services $ 217,866 $ --
Stock conversion liabilities $3,244,969 $ 822,602
The accompanying notes are an integral part of these financial statements.
5
GDT TEK, Inc.
FKA SEAMLESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: ORGANIZATION AND OPERATIONS
OVERVIEW OF BUSINESS
--------------------
Prior to December 31, 1997, GDT TEK, Inc. formerly, Seamless Corporation, (the
"Company") was in the food product manufacturing business and formerly known as
International Food and Beverage, Inc. In November 1998, new stockholders bought
majority control from the previous Chief Executive Officer through a private
transaction. Immediately thereafter, the former CEO resigned and the new
stockholders assumed the executive management positions. In December 1998, after
new management was in place, a decision was made to change the Company's
principal line of business from manufacturing to high technology. The Company
changed its name from International Food & Beverage, Inc. to Internet Business's
International, Inc., and reincorporated the Company on December 8, 1998 in the
state of Nevada. During April of 1999, the Company announced the opening of its
first e-commerce site and engaged in the development, operation and marketing of
a number of commercial web sites. The Company's subsidiaries consisted of:
Lending on Line (providing real estate loans and equipment leasing), Internet
Service Provider (providing national Internet access dial-up service, wireless
high speed Internet, and Internet web design and hosting), E. Commerce
(providing Auction sites), and Direct Marketing (providing direct marketing of
long distance phone service, computers with Internet access, and Internet web
design hosting). The Company ceased operations during the fiscal year ended June
30, 2003. During the fiscal year ended June 30, 2004, the Company changed its
name to Alpha Wireless Broadband, Inc, and started a wireless operation through
its wholly owned subsidiary Skyy-Fi, Inc a Nevada Corporation. Skyy-Fi began
providing access to the Internet, by installing equipment in locations such as
hotels and coffee shops for use by their patrons for a fee or free basis. As of
June 30, 2008, Skyy-Fi closed the internet service and tech support for these
locations.
In January 2005, the Company acquired the assets of Seamless P2P, LLC and
contributed these assets to its 80% owned subsidiary Seamless Peer to Peer,
Inc., which is a developer and provider of a patent pending software program
Phenom Encryption Software that encrypts Wi-Fi transmissions based upon RSA's
government certified 256 bit AES encryption coupled with RSA's Public Key
Infrastructure flexible telecom data and voice transport solutions.
In May 2005, the Company changed its name from Alpha Wireless Broadband, Inc. to
Seamless Wi-Fi, Inc, which was approved by the Board of Directors and its
subsidiary from Skyy-Fi, Inc. to Seamless Skyy-Fi, Inc.
In December 2005, the Company started a hosting company Seamless Internet
offering Seamless clients a high-security hosting facility.
In July 2008, the Company changed the name of its subsidiary, Seamless Skyy-Fi,
Inc. to Seamless Tek Labs, Inc. The Company's subsidiary, Seamless Peer 2 Peer
Inc. became a subsidiary of Seamless Tek Labs, Inc. Both Tek Labs and Peer 2
Peer concentrate on software development.
In July 2008, the Company started a marketing company, Seamless Sales, LLC for
the Company and its subsidiaries products.
In July 2008, the Company changed its name from Seamless Wi-Fi, Inc. to Seamless
Corporation which was approved by the Board of Directors.
6
In July 2008 Seamless discontinued its operations of providing Wi-Fi to
hospitality providers. The incomes from those operations were from fees paid by
the hotels and businesses and the cost associated from those operations include
customer support and providing Internet Bandwidth. Therefore the Assets,
Liabilities, Income and Expenses associated with those operations are delineated
on the financial statements.
In November 2009, GDT TEK, Inc., a Florida Corporation merged with a subsidiary
of Seamless Corporation, a Nevada corporation. Seamless Corporation survived
the subsidiary's merger with GDT TEK, Inc. thereafter all the assets and
liabilities remain the responsibility of Seamless Corporation after the
merger.. Seamless Corporation thereafter became a wholly owned subsidiary of
GDT TEK, Inc.
The Florida Corporation acquired the preferred and common stock with the same
rights and designations that existed with the Nevada Corporation.
All issued and outstanding options, warrants, and convertible securities were
appropriately adjusted for the relocation and all shares outstanding on the
effective date of the relocation were converted into shares of the new Florida
Corporation with the same rights, options, voting powers and entitlements as
previously held through the Nevada corporation. All shares, options, warrants
or convertible securities that the Company had agreed to issue or agreed to
issue prior to the effective date of the relocation were also appropriately
adjusted to reflect in the new Florida Corporation.
On June 15, 2010 The Company executed an Exclusive Worldwide Licensing Agreement
(except for South Korea) to the acquired rights to a Patent for the conversion
of waste heat into electrical power.
On June 24, 2010, the Company completed the sale of its four subsidiaries:
Seamless Corp., Seamless TEK Labs, Inc., Seamless TEK Ware, Inc., and Seamless
Sales LLC.
The Company acquired 100% of RTR Global Investments, LLC along with its first
Power Purchase Agreement with Pacific Gas and Electric.
In June 2010, the Company became a Development stage company in the development
and deployment of renewable (GREEN) electrical power.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of the Company and its wholly
owned subsidiaries and majority-owned subsidiary. They have been prepared in
conformity with (i) accounting principles generally accepted in the United
States of America; and (ii) the rules and regulations of the United States
Securities and Exchange Commission. All significant intercompany accounts and
transactions between the Company and its subsidiaries have been eliminated in
consolidation.
7
UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of Seamless
Corporation have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information, pursuant to the rules and regulations of the Securities and
Exchange Commission. Pursuant to such rules and regulations, certain financial
information and footnote disclosures normally included in the consolidated
financial statements have been condensed or omitted. The results for the periods
indicated are unaudited, but reflect all adjustments (consisting only of
normally recurring adjustments) which management considers necessary for a fair
presentation of operating results.
The operating results for the three and nine months period ended March 31,
2010 are not necessarily indicative of the results that may be expected for
the year ended June 30, 2010. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended June 30, 2009.
RECLASIFICATIONS
Certain reclassifications have been made in the fiscal year 2010 financial
statements to conform to the fiscal year 2009 presentation. These
reclassifications did not have any effect on net income (loss) or shareholders'
equity.
NEW ACCOUNTING PRONOUCEMENTS
In June 2009, the Financial Accounting Standards Board (FASB) issued a standard
that established the FASB Accounting Standards Codification (ASC) and amended
the hierarchy of generally accepted accounting principles (ASC) and amended the
hierarchy of generally accepted accounting principles (GAAP) such that the ASC
became the single source of authoritative nongovernmental U.S. GAAP. The ASC did
not change current U.S. GAAP, but was intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All previously existing accounting standard
documents were superseded and all other accounting literature not included in
the ASC is considered non-authoritative. New accounting standards issued
subsequent to June 30, 2009 are communicated by the FASB through Accounting
Standards Updates (ASUs). The Company adopted the ASC on July 1, 2009. This
standard did not have an impact on the Company's consolidated results of
operations or financial condition. However, throughout the notes to the
consolidated financial statements references that were previously made to
various former authoritative U.S. GAAP pronouncements have been changed to
coincide with the appropriate section of the ASC.
8
In June 2009, the FASB issued a new standard regarding the accounting for
transfers of financial assets amending the existing guidance on transfers of
financial assets to, among other things, eliminate the qualifying
special-purpose entity concept, include a new unit of account definition that
must be met for transfers of portions of financial assets to be eligible for
sale accounting, clarify and change the derecognition criteria for a transfer
to be accounted for as a sale, and require significant additional disclosure.
The standard is effective for new transfers of financial assets beginning
January 1, 2010. The adoption of this standard is not expected to have a
material impact on the Company's consolidated results of operations or
financial condition.
In June 2009, the FASB issued an accounting standard that revised the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. The standard is effective January 1, 2010. The Company
is currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company's consolidated results of operations or
financial condition.
In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair
Value, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, a entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value. This ASU is effective October 1, 2009. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company's consolidated results of
operations or financial condition.
In May 2009, the FASB issued a new accounting standard regarding subsequent
events. This standard incorporates into authoritative accounting literature
certain guidance that already existed within generally accepted auditing
standards, with the requirements concerning recognition and disclosure of
subsequent events remaining essentially unchanged. This guidance addresses
events which occur after the balance sheet date but before the issuance of
financial statements. Under the new standard, as under previous practice, an
entity must record the effects of subsequent events that provide evidence about
conditions that existed at the balance sheet date and must disclose but not
record the effects of subsequent events which provide evidence about conditions
that did not exist at the balance sheet date. This standard added an additional
required disclosure relative to the date through which subsequent events have
been evaluated and whether that is the date on which the financial statements
were issued. For the Company, this standard was effective beginning April 1,
2009.
9
In January 2010, the FASB issued ASU No. 2010-6, Improving Disclosures About
Fair Value Measurements, that amends existing disclosure requirements under FASB
Accounting Standards Codification? (ASC) 820 by adding required disclosures
about items transferring into and out of levels 1 and 2 in the fair value
hierarchy; adding separate disclosures about purchases, sales, issuances, and
settlements relative to level 3 measurements; and clarifying, among other
things, the existing fair value disclosures about the level of disaggregation.
The ASU is effective for the first quarter of 2010, except for the requirement
to provide level 3 activities of purchases, sales, issuances, and settlements on
a gross basis, which is effective beginning the first quarter of 2011. Since
this standard impacts disclosure requirements only, its adoption did not have a
material impact on the Company's consolidated results of operations or financial
condition.
In February 2010, the FASB issued ASU 2010-09, Amendments to Certain Recognition
and Disclosure Requirements, as an amendment to Accounting Standards
Codification ("ASC") Topic 855, Subsequent Events ("ASC 855"). As a result of
ASU 2010-09, Securities and Exchange Commission ("SEC") registrants will not
disclose the date through which management evaluated subsequent events in the
financial statements. ASU 2010-09 is effective immediately for all financial
statements that have not yet been issued or have not yet become available to be
issued. The adoption of ASU 2010-09 is for disclosure purposes only and did not
have any effect on our financial position or results of operations.
10
NOTE 3: OPERATIONS AND LIQUIDITY
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
company as a going concern. The Company has experienced significant losses in
recent years. At March 31, 2010, the Company had an accumulated deficit of
$34,113,239.
The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.
The Company's ability to continue as a going concern is contingent upon its
ability to secure financing and attain profitable operations. The financial
statements do not include any adjustment to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
NOTE 4: DISCONTINUED OPERATIONS
On June 24, 2010, the Company completed the sale of all the Company's
subsidiaries Seamless Corp., Seamless Tek Labs Inc., Seamless Tek Ware, Inc.,
and Seamless Sales LLC.
The carrying amount of the assets and liabilities of the discontinued operations
at March 31, 2010, were as follows:
March 31 June 30
2010 2009
---------- ----------
Assets
Cash $ 2,501 $ --
Other current assets 800 24,094
Property and equipment, net -- 2,077,331
Security deposit 13,910 13,910
---------- ----------
Assets of discontinued operations $ 17,211 $2,111,335
========== ==========
Liabilities
Accounts payables and accrued expenses 1,122,602 988,417
Other current liabilities 600 600
Other liabilities 361,054 361,054
---------- ----------
Liabilities of discontinued operations $1,484,256 $1,350,071
========== ==========
11
NOTE 5: STOCKHOLDER EQUITY
The Company filed with the Florida Secretary of State on October 12, 2009, that
the Company is authorized 20,000,000,000 shares of stock of which it is allowed
to issue 19,989,800,000 shares of common stock, par value $0.001 per share,
2,000,000 shares of convertible Series A Preferred Stock, par value $0.001 per
share, 1,000,000 shares of convertible Series B Preferred Stock, par value
$0.001 per share, and 3,000,000 shares of convertible Series C Preferred Stock,
par value $0.001 per share, and 4,000,000 shares of convertible Series D
Preferred Stock, par value $0.001 per share.
The Board of Directors has the authority to issue such shares of common and/or
preferred stock in one or more series, with the designation, number, full or
limited voting powers, or the denial of voting powers, preferences and relative,
participating, optional, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics as shall be
stated in the resolution or resolutions.
The Board of Directors has adopted the following resolutions regarding the
preferred stock.
LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the corporation, after setting apart or paying in full
the preferential amounts due to holders of senior capital stock, if
any, the holders of Series "A" "B" "C" "D" Preferred Stock and parity
capital stock, if any, shall be entitled to receive, prior and in
preference to any distribution of any of the assets of surplus funds of
the corporation to the holders of junior capital stock, including
Common Stock, an amount equal to approximately $1.98 per share.
DIVIDENDS. The Preferred Stock shall not be entitled to receive any
dividends.
CONVERSION RIGHTS. Each share of Series "A" Preferred Stock shall be
convertible, at the option of the holder, into 10,000 fully paid and
non-assessable shares of the Company's Common Stock. Each share of
Series "B" Preferred Stock shall be convertible, at the option of the
holder, into 1,000 fully paid and non-assessable shares of the
Company's Common Stock. Each share of Series "C" Preferred Stock shall
be convertible at the option of the holder, based upon the following
formula. One Share of "C" Preferred Stock shall convert into One Dollar
worth of fully paid and non-assessable shares of the Company's Common
Stock based upon the most recent 10 day average closing price effective
the date of receipt of the conversion request. Each share of Series "D"
shall have no conversion rights.
VOTING RIGHTS. The holders of shares of Preferred Stock "A" "B" "C"
shall NOT be entitled to vote on any matters considered and voted upon
by the corporation's Common Stock. Preferred Stock "D" with voting
rights as follows. One share of Series of "D" will be equivalent to
voting 10,000 shares of common stock.
MANDATORY REDEMPTION. There shall be no mandatory redemption for
preferred stocks.
12
STOCK ISSUANCE
During the fiscal year ended June 30, 2009, the following securities were
issued:
10,000,000 shares of common stock were issued for consulting services
and $10,000 was recorded as such.
251,819 shares of Series A Preferred Stock were converted to
2,518,190,000 shares of common stock.
748,000 shares of Series C Preferred Stock were converted into
7,480,000,000 shares of common stock.
100,000 shares of Series C Preferred Stock were converted into
10,000,000 share of common stock and 9,000 shares of Series A Preferred
Stock.
320,000 shares of Series D Preferred Stock were issued for $320 to
Alpha Blue Inc. in lieu of 320,000 shares of Series A Preferred Stock
that was owed to Alpha Blue in consideration of $208,489 paid for the
Series A Preferred Stock.
80,000 shares of Series D Preferred Stock were issued to MAKR Inc. in
lieu of 80,000 shares of Series C Preferred Stock that was owed to MAKR
in consideration of $106,544 paid for the Series C Preferred Stock.
28,550 shares of Series D Preferred Stock were issued to Omega Inc. in
lieu of 285,500,000 shares of Common Stock that was owed to Omega in
consideration of $28,350 paid for the Common Stock.
858,298 shares of Series D Preferred Stock were issued to AR
Corporation to settle an officer loan payable of $339,149. The loan
payable was money due to Al Reda, the majority shareholder of AR
Corporation.
168,910 shares of series A Preferred were issued to Omega LLC for
$129,150.
MAKR's stock subscription was $800,000 at June 30, 2008 and the payment
of the $296,744 was received in the quarter ended September 30, 2008.
At September 30, 2008 the remaining $97,856 was receivable and $405,400
was recorded as deemed dividend during the quarter ended September 30,
2008.
Antigua LLC paid $100,000 for 500,000 shares of the Series A Preferred
Stock which was issued in the year ended June 30, 2008.
During the nine months ended March 31, 2010, the following securities were
issued:
200,000,000 shares of common stock were purchased from Adobe Oil for
$20,000 and subsequently retired.
100,000,000 shares of common stock were converted into 20,000 shares of
Series D Preferred Stock which are to be issued during the period ended
December 31, 2009.
461,060 shares of Series C Preferred Stock were converted into
4,710,600,000 shares of common stock.
1,000,000 shares of Series A Preferred Stock were converted into
1,000,000 shares of common stock.
500,000,000 shares of common stock were issued for legal expenses of
$26,000 and prepaid expenses of $24,000.
172,500,000 shares of common stock were issued for legal and consulting
expenses of $172,500.
13
31,000,000 shares of common stock were issued for consulting services
of $31,000.
143,656,200 shares of common stock issued for web design expense of
$14,366 were cancelled.
332,184 shares of Series A Preferred Stock were issued for the
conversion of Notes Payable of $315,385 and related interest expenses
of $16,799.
1,100 shares Series A Preferred Stock were issued for legal and
consulting expenses of $1,100.
1,000,000 shares of Series C Preferred Stock were issued in exchange
for stocks as an investment of $1,000,000 in Nexia Holdings.
50,000 shares of Series C Preferred Stock were issued for legal and
consulting expenses of $50,000.
1,150,000,000 shares of common stock were issued for consulting
expenses of $60,000.
Beneficial Conversion-Deemed Dividend
-------------------------------------
As a result of the issuance of series A preferred convertible stock, the Company
recorded a "Deemed Dividend" in the amount of $405,400. The deemed dividend is
the result of the conversion price, at issuance, being less than the common
stock market price, at issuance, since the preferred stock was immediately
convertible. This is considered a "beneficial conversion feature" and is shown
as a deemed dividend on the statement of operations for the year ended June 30,
2009.
NOTE 6: INVESTMENT
On December 18, 2009, the Company issued 1,000,000 shares of Series C Preferred
Stock valued at $1,000,000 in exchange for the 200,000 shares of Series C
Preferred Stock of Nexia Holdings, Inc. The 200,000 shares are convertible into
$1,000,000 of the underlying common stock at the market price of that stock on
the date of conversion.
NOTE 7: CONVERTIBLE INSTRUMENTS
The Company issued the following convertible instruments:
$150,000 Senior Secured Convertible Promissory Note, Due February 11, 2010
This Note carries interest at 10% per annum, payable monthly. This Note
is convertible into common stock at the holder's option at a conversion
price of the lesser of: (a) $.0001 and (b) sixty percent (60%) of the
average of the three (3) lowest closing bid prices for the ten (10)
trading days immediately preceding the conversion date. This note is
secured by a first priority security interest in certain assets of the
Company.
Convertible Promissory Notes
$50,000, due December 9, 2009
$100,000, due October 14, 2009
$150,000, due August 19, 2009
$100,000, due July 15, 2009
$309,760, due June 21, 2010
$60,000, due June 30, 2010
$64,000 due on September 11, 2010
$18,000 due on August 6, 2010
14
These Notes carries interest at 7% per annum and are convertible into
common stock as follows: Unpaid principal and accrued but unpaid
interest divided by the lesser of (a) $5.00 or (b) the product of 50%
discount to market times 10,000.
$150,000 due on October 2, 2010
$90,000 due on November 12, 2010
$60,000 due on December 9, 2010
These Notes carries interest at 10% per annum and are convertible into
common stock as follows: Unpaid principal and accrued but unpaid
interest at $0.0001 or $0.00001 in the event the Company's common stock
is delisted from the OTC Bulletin Board and is no longer subject to the
reporting requirements of the Exchange Act.
The conversion feature embedded within all of the above Notes has been
classified as a derivative liability and has been fair valued using the Black
Scholes option pricing model at March 31, 2010, in accordance with FAS 133.
Pursuant to EITF 00-27, the conversion feature has been classified as a
derivative liability, with the corresponding change in value reported in the
statement of operations, because the conversion option of each note could
potentially require the issuance of an unlimited number of common shares as a
result of the conversion.
The fair value of the conversion feature (the "Feature") was $3,869,040 at
March 31, 2010. The Feature was originally valued at $5,344,707 at issuance.
However, since the value of the options at issuance exceeded the face amount of
the debt, the Company recognized a loss of $4,069,947 as a result of the
issuance of these Notes. The loss on the change in value related to these
options was $1,706,684 for the nine months ended March 31, 2010.
As a result of the issuance of all these Notes, the Company recorded a discount
on the Convertible Debt of $1,283,760. The discount was amortized to interest
expense during the nine months ended March 31, 2010 in the amount of $1,046,014.
The following assumptions were used in the Black Scholes calculation of the fair
value of the conversion feature liabilities:
Volatility: 250-400%;
Risk free rate: 0.2% to 2.2%;
Term: ranges from 1 month to 1 year
Exercise price: ranges from $0.00003 to $0.0001
Stock price: ranges from $0.0001 to $0.00025
Dividend yield: $-0-
Number of common shares convertible into: ranges from 108,108,108 to
15,000,000
15
NOTE 8: PREFERRED STOCK LIABILITY
The company issued Preferred A stock and Preferred C stock. Both issues of stock
are convertible into common stock.
The Preferred A stock is convertible into 10,000 shares of common stock for each
share of Preferred A stock. At March 31, 2010, there were 836,527 shares of
Preferred A stock outstanding. Therefore, 8,365,270,000 shares of common stock
would have to be issued (based on the common stock price of $0.0001 at March 31,
2010) when the Preferred A Stock are converted. The fair value of Preferred A
stock that is convertible into common stock is reflected as a liability at March
31, 2010 of $836,527.
The Preferred C stock is convertible into common stock valued at $1 per share
based on the number of outstanding Preferred C shares outstanding. At March 31,
2010, there were 2,655,940 shares of Preferred C stock outstanding. The fair
value of Preferred C stock that is convertible into common stock is reflected as
a liability at March 31, 2010 of $2,655,940. Therefore, 26,559,400,000 shares of
common stock would have to be issued (based on the common stock price of $.0001
at March 31, 2010).
NOTE 9: STOCK CONVERSION LIABILITY
The required shares of common stock that is needed to have the entire
convertible instruments above to be converted exceeded the authorized common
stock of the Company, therefore the Company recorded Stock conversion
liabilities of $3,244,969 with a reduction to additional paid-in capital at
March 31, 2010.
NOTE 10: NOTES PAYABLE
The Company obtained the following debt financing:
Short-term Notes
$5,000 due on October 21, 2010
$10,000 due on December 16, 2010
$2,000 due on February 22, 2011
$5,000 due on March 23, 2011
The short-term notes above carry interests at 8% per annum, payable quarterly,
a maturity term of 12 months or at the option of the lender to recall the loan
prior to maturity.
Related party notes
$10,000 due on February 11, 2011
The short-term note above is payable to Al Reda Corporation which is owned by
the CEO of the Company which carries an interest at 8% per annum, payable
quarterly, a maturity term of 12 months or at the option of the lender to recall
the loan prior to maturity.
16
Note 11: SUBSEQUENT EVENTS
On June 15, 2010 The Company executed an Exclusive Worldwide Licensing Agreement
(except for South Korea) to the acquired rights to a Patent for the conversion
of waste heat into electrical power.
On June 24 The Board approved the sale of the following four (4) subsidiaries
Companies: Seamless Corp., Seamless TEK Labs, Inc., Seamless TEK Ware, Inc., and
Seamless Sales LLC, all of which are Nevada Corporations.
The Company acquired 100% of RTR Global Investments, LLC along with its first
Power Purchase Agreement with Pacific Gas and Electric in consideration of the
payment of the sum of 100,000 shares of Preferred A Stock Valued at One Hundred
Thousand dollars ($100,000).
In June 2010, the Company became a development stage company in the
development and deployment of renewable (GREEN) electrical power."
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
Report.
FORWARD-LOOKING STATEMENTS
The following information contains certain forward-looking statements of our
management. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
"may," "could," "expect," "estimate," "anticipate," "plan," "predict,"
"probable," "possible," "should," "continue," or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
OVERVIEW
GDT TEK, Inc has two operating subsidiaries Seamless Sales LLC which
incorporates TEK Labs, and TEK Ware. TEK Labs develops security software for
accessing the Internet with a patent pending software program for Secure
Internet browsing (S-SIB) and Secure Internet video conferencing Phenom(R) that
encrypts Internet communications and provides flexible telecom data and voice
transport solutions, TEK Ware manufactures the patented ultra mobile personal
computer named the S-Gen a mini-notebook the SNBK-1, a 10 inch, 120 G. HD, 1G
RAM with OS Windows XP home edition and Seamless Sales LLC which sells the
products and software programs developed by Seamless Sales subsidiaries. The
evolution of from a Wi-Fi provider to a hardware manufacture and software
developer began during the last quarter of this fiscal year ended June 30, 2008
and was completed during the first quarter of fiscal year ending June 30, 2009.
Seamless Sales LLC eCommerce activities started May of 2009 in association with
Amazon on the new Seamless Sales eCommerce website (www.seamlesssale.com). The
Amazon (www.amazon.com) partnership allowed Seamless to offer additional
products that it did not carry. Then in October 2009 Seamless Sales LLC opened
its second Commerce website Gadget Enterprises. The eCommerce website was going
to offer new products for sale directly to consumers.
GDT TEK, Inc after the end of the March 31, 2010 quarter the Company
subsequently:
On June 15, 2010 The Company executed an Exclusive Worldwide Licensing Agreement
(except for South Korea) to acquired the rights to a Patent for the conversion
of waste heat into electrical power.
On June 24, 2010, the Company completed the sale of its four subsidiaries:
Seamless Corp., Seamless TEK Labs, Inc., Seamless TEK Ware, Inc., and Seamless
Sales LLC.
The Company acquired 100% of RTR Global Investments, LLC along with its first
Power Purchase Agreement with Pacific Gas and Electric.
In June 2010, the Company became a Development stage company in the development
and deployment of renewable (GREEN) electrical power.
18
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, our selected
financial information which includes the adjusting for the discounted
operations:
Three Months Ended Three Months Ended
March 31, 2010 March 31, 2009
(Unaudited) (Unaudited)
--------------- ----------------
Revenues $ - $ -
Cost of Revenues - -
--------------- ----------------
(Gross Loss) - -
Expenses 93,468 94,338
(Net Loss from Operations) (93,468) (94,338)
Other Income 324,260 -
Net Income (Loss) $ 230,792 $ (94,338)
Loss from discontinued operations $ (309,591) $ (118,282)
(Net Loss) $ (78,799) $ (212,620)
Net Income (Net Loss) $ (78,799) $ (212,620)
(Net Loss) Per Share $ (0.00) $ (0.00)
Weighted Average Common Shares Outstanding 181,483,939,619 3,129,643,963
--------------- ----------------
Nine Months Ended Nine Months Ended
March 31, 2010 March 31, 2009
(Unaudited) (Unaudited)
--------------- ---------------
Revenues $ - $ -
Cost of Revenues - -
--------------- ---------------
(Gross Loss) - -
Expenses 334,587 316,610
(Net Loss from Operations) (334,587) (316,610)
Other Income (2,453,871) -
Net Income (Loss) $ (2,788,458) $ (316,610)
Loss from discontinued operations $ (2,764,927) $ (4,025,780)
(Net Loss) $ (5,553,385) $ (4,342,390)
Preferred C stock dividends-deemed $ - $ (405,400)
Net Income (Net Loss) $ (5,553,385) $ (4,747,790)
(Net Loss) Per Share $ (0.00) $ (0.00)
Weighted Average Common Shares Outstanding 15,416,339,057 1,744,556,182
--------------- ---------------
THREE AND NINE MONTHS ENDED MARCH 31, 2010 (UNAUDITED) COMPARED TO THREE AND
NINE MONTHS ENDED MARCH 31, 2009 (UNAUDITED)
REVENUES
Revenues for the three and nine months ended March 31 after adjusting for
discontinued operations were $0 and $0 for the three months and $0 and $0 and
for the nine months ended March 31, 2010 and 2009.
19
COST OF REVENUES
After adjusting for discontinued operations the cost of revenues for the three
and nine months ended March 31, 2010 were $0 and $0 respective and for the
three and nine months ended March 31, 2009 were $0 and $0 respective.
OPERATING EXPENSES
After adjusting for discounted operations, the operating expenses decreased
to $93,468 as compared to $94,338 for the three months ended March 31, 2010
and 2009 respective. There was a increase to $334,587 from the expenses of
$316,610 for nine months ended March 31, 2010 and 2009 respective.
OTHER INCOME
DERIVATIVE INCOME: The Company also recorded unrealized gain from change in
derivative income of $596,201 for three months and a liability of $1,706,684 for
nine months which are non reoccurring charges. Derivative income primarily
reflects the impact of the change in value of the underlying market indices for
the Company.
AMORTIZATION OF DEBT DISCOUNT: Interest expense: The Company also recorded
$232,912 and $646,074 interest expense for the three and nine months ended March
31, 2010, due to the amortization of unamortized debt discount and expense on
outstanding long-term debt. Amounts charged to amortized debt discount shall be
so kept to support the debt discount and expense on each class and series of
debt.
INTEREST EXPENSE: other are from loans made to the Company during the
corresponding periods March 31, 2010 for three months of $39,029 and for March
31, 2010 for nine months of $101,113.
TOTAL OTHER EXPENSE: The three months total other income of $324,260 is due to
the Derivative income for the three months ended March 31, 2010, and expense of
$2,453,871 for nine months ended March 31, 2010.
NET LOSS FROM DISCONTINUED OPERATIONS
The Company recorded a net loss of $309,591 and $118,282 for three months ended
March 31, 2010 and 2009 respective and a net loss of $2,764,927 and $4,025,780
for the nine months ended March 31, 2010 and 2009 respective.
NET LOSS FROM CONTINUING OPERATIONS
The Company recorded a net income of $230,792 and a net loss of $94,338 for
three months ended March 31, 2010 and 2009 respective and a net loss of
$2,788,458 and $316,610 for the nine months ended March 31, 2010 and 2009
respective.
20
LIQUIDITY AND CAPITAL RESOURCES
The Company had no cash and or cash equivalents as of March 31, 2010 and 2009.
Net cash used by continuing operating activities was $(65,417) and $(15,384)
for March 31, 2010 and 2009, respectively. This increase in the negative Net
cash used is due to increase in expenses paid and no revenues generated.
As a result of the Company's in net operating losses, our working capital
deficiency has increased. We have funded our losses through loans secured by
preferred stock or by the purchase of preferred stock. Repayments of certain
loans occurred by the lender taking possession of the collateral. We anticipate
these losses to continue through 2010.
We have a working capital deficiency of $13,431,936 as of March 31, 2010
compared to a working capital deficiency of $1,801,048 as of March 31, 2009.
The increase in the working capital deficiency is due the increase in preferred
stock liability and convertible debt liability which was offset in part by an
increase in loans payable. We expect the working capital deficient to remain
constant within its current range till the company has sales.
As shown in the accompanying financial statements, we have incurred an
accumulated deficit of $34,113,239 and a working capital deficiency of
approximately $13,431,936 as of March 31, 2010. Our ability to continue as
a going concern is dependent on obtaining additional capital and financing and
operating at a profitable level. We intend to seek additional capital either
through debt or equity offerings and to increase sales volume and operating
margins to achieve profitability.
We will consider both the public and private sale of securities and/or debt
instruments for expansion of our operations if such expansion would benefit our
overall growth and income objectives. Should sales growth not materialize, we
may look to these public and private sources of financing. There can be no
assurance, however, that we can obtain sufficient capital on acceptable terms,
if at all. Under such conditions, failure to obtain such capital likely would at
a minimum negatively impact our ability to timely meet our business objectives.
OFF BALANCE SHEET ARRANGEMENTS
We have not entered into any off balance sheet arrangements that have, or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, result of operations,
liquidity, capital expenditure, or capital resources which would be considered
material to investors.
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined In Rule 13a- 15(e) and 15d-15e under the Securities
Exchange Act of 1934 (the "Exchange Act") as of the end of the period covered by
this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of the end of the period covered by this report were
not effective such that the information required to be disclosed by us in the
reports filed under the Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in SEC's
rules and forms and (ii) accumulated and communicated to our management to allow
timely decisions regarding disclosure. A controls system cannot provide absolute
assurance however, that the effectiveness of the controls system are met and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud if any, within a company have been detected.
Management has determined that, as of March 31, 2010, there were material
weaknesses in both the design and effectiveness of our internal control over
financial reporting. Management has assessed these deficiencies and determined
that there were weaknesses in the Company's internal control over financial
reporting. As a result of our assessment that material weaknesses in our
internal control over financial reporting existed as of March 31, 2010,
management has concluded that our internal control over financial reporting was
not effective as of March 31, 2010. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a
timely basis.
The deficiencies in our internal controls over financial reporting and our
disclosure controls and procedures are related to limited financial backgrounds
of our management and a lack of segregation of duties due to the size of our
accounting department. When our financial position improves, we intend to hire
additional personnel to remedy such deficiencies.
Changes in internal control
Our management, with the participation our Chief Executive Officer and Chief
Financial Officer, performed and evaluation as to whether any change in our
internal controls over financial reporting occurred during the March 31
Quarter ended 2010. Based on that evaluation, our Chief Executive officer and
Chief Financial Officer concluded that no change occurred in the Company's
internal controls over financial reporting during the Quarter ended March 31,
2010 that has materially affected, or is reasonably likely to materially affect,
the Company's internal controls over financial reporting.
22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best knowledge of management, there are no other legal proceedings
pending or threatened against us.
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
The following Exhibits are filed herein:
No. Title
---- -----
31.1 Certification of Chief Executive Officer Pursuant to the
Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification of Chief Financial Officer Pursuant to the
Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, duly authorized.
DATED: July 7, 2010 GDT TEK, INC.
/s/ Albert Reda
-------------------------------------
By: Albert Reda
Its: Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
23