SCIENTIFIC ENERGY, INC - Quarter Report: 2009 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

 [  ]   TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to _________________________

Commission file number:                                          000-50559

__________________________________________________

SCIENTIFIC ENERGY, INC.

--------------------------------------------------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

Utah                                                                87-0680657

----------------------------------------------------------------------------------------------------------------------------

State or other jurisdiction                                       (I.R.S. Employer Identification No.)

                  of incorporation or organization)

27 Weldon Street, Jersey City, New Jersey 07306

---------------------------------------------------------------------------------------------------------------------------

(Address of principal executive offices)

(201) 985-8100

------------------------------------------------------------------------------------------------------------------------

(Registrant’s telephone number, including area code)

N/A

-------------------------------------------------------------------------------------------------------------------------

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes [X]        No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of "larger accelerated filer”, and “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [   ]             Accelerated filer     [   ]  

1

Non Accelerated filer [  ]   (Do not check if a smaller reporting company)

Smaller Reporting Company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the exchange Act.)                    Yes  [   ]        No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   94,915,855 shares of common stock, par value $0.01, as of May 20, 2009.

PART I.   FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements

2

SCIENTIFIC ENERGY, INC.

(A Development Stage Company)

Consolidated Balance Sheets

See accompanying notes to unaudited consolidated financial statements

3

SCIENTIFIC ENERGY, INC.

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Three Months Ended March 31, 2008 and 2008

and May 30, 2001 (inception) to March 31, 2009

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

4

SCIENTIFIC ENERGY, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flow (Unaudited)

See accompanying notes to unaudited consolidated financial statements

5

SCIENTIFIC ENERGY, INC.

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2009

Note 1.  Nature of Operations and Basis of Presentation

Scientific Energy, Inc. (the "Company") was incorporated under the laws of the State of Utah on May 30, 2001.  The business plan of the Company is to enter into natural resources industry in China. As of March 31, 2009, the Company was in the development stage.

The consolidated financial statements include the accounts of the Company and its subsidiaries, PDI Global Limited and Sinoforte Limited. All material intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Item 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company's results of operations and financial position for the periods presented.  The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results of operations to be expected for the year ended December 31, 2009. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto of Scientific Energy, Inc. included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Note 2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Use of Estimates

The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.  Actual results could vary from those estimates, and those variances might be significant.

Property, Plant, and Equipment

Property, plant, and equipment are carried at cost less accumulated depreciation, which is computed using the straight-line method over the useful lives of the assets. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Property and equipment are depreciated over their estimated useful lives as follows:

6

     Office equipment            5 years

     Furniture and fixtures     7 years

Depreciation expense for the three months ended March 31, 2009 and 2008 was $178 and $72, respectively.

Note Receivable

The Note Receivable of the Company is considered short-term. The Company records the Note Receivable at its net realized value. As of March 31, 2009, no allowance was recorded.

Principles of Consolidation

The consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States of America, include the assets, liabilities, revenues, expenses and cash flows of the Company and all its subsidiaries. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books and records of the Company’s subsidiaries to present them in conformity with generally accepted accounting principles in the United States of America.

Income (loss) per Share

Income (loss) per common share is computed pursuant to the provisions of SFAS No. 128, "Earnings Per Share" (SFAS 128). Under SFAS 128, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the additional dilution for all potentially dilutive securities such as unvested restricted common stock and convertible preferred stock.

Recent Accounting Pronouncements

 No recent accounting pronouncements effect the Company’s current consolidated financial statements.

Note 3 - Principal Stockholder

As of March 31, 2009, Kelton Capital Group Ltd., controlled by Stanley Chan, our president and CEO, owned 32,790,500 shares, or 34.5%, of the Company’s common stock.  Other than Stanley Chan, no persons own 5% or more of the Company's issued and outstanding shares.

Note 4- Capital Stock

The Company is authorized to issue 100,000,000 shares of common stock, $0.01 par value, and 25,000,000 shares of preferred stock, $0.01 par value.  As of March 31, 2009, there were 94,915,855 shares of the Company's common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

On May 23, 2006, the Company entered into a stock purchase agreement with Kelton Capital Group Ltd., the controlling shareholder of the Company, and ten individual investors in a private placement.  Pursuant to the agreement, the Company sold and the investors purchased an aggregate of 4,000,000 shares of the Company's common stock for an aggregate consideration of $400,000 in cash.

On January 25, 2007, the Company amended its Articles of Incorporation to affect a reverse stock split of the Company's common stock in which every ten (10) outstanding shares would be combined into one (1) share.  All share transactions disclosed in these financial statements give retroactive effect to this 1:10 reverse split.

On May 15, 2008, the Company issued 90,000,000 shares to eighteen investors in a private placement in exchange for an aggregate consideration of $5,400,000 in cash.

7

Note 5 - Transactions with Related Parties

On May 15, 2008, the Company issued 28,800,000 shares of its common stock as part of the 90,000,000 issued in the private placement, to Kelton Capital Group Ltd., a company controlled by Stanley Chan, our president and CEO, in exchange for $1,728,000 in cash.

Note 6 – Establishment of a Subsidiary

On January 21, 2008, the Company, through its wholly owned subsidiary PDI Global Ltd., which was incorporated under the laws of Territory of the British Virgin Islands on January 21, 2008, entered into a joint venture agreement with China Resources Development Group Ltd., a Hong Kong company. Under the agreement, a joint venture company, Kabond Investments Limited (the “JVC”), has been established in Hong Kong, and the Company invested $39.6 million Hong Kong dollars (approximately USD$5.09 million) into the JVC for 72% of the JVC’s capital shares, and China Resources Development Group Ltd., jointly with its partner, invested $15.4 million Hong Kong dollars (approximately USD$1.98 million) into the JVC to receive 28% of the JVC’s capital shares.

On December 22, 2008, all equity interest of the JVC, Kabond Investments Ltd., owned by the Company, was sold to Silverbird Holdings Limited, a British Virgin Island corporation for $39.6 million Hong Kong dollars (approximately USD$5.11 million).

On January 15, 2009, the Company, through its wholly owned subsidiary PDI Global Ltd., entered into a joint venture agreement with China Resources Development Group Ltd., a Hong Kong company ("China Resources"). Under the agreement, the Company will invest $43,040,000 Hong Kong dollars (approximately US$5.55 million) into a joint venture company Sinoforte Limited ("SFL"), which was set up by China Resources in Hong Kong.  The Company will get 80% of SFL's capital shares, and CRL will, jointly with its partner, invest $10,760,000 Hong Kong dollars (approximately US$1.39 million) into SFL to receive 20% of SFL's capital shares. The main business of SFL is trading mineral products such as graphite produced in China.

Note 7- Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards (net operating losses) have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax positions at March 31, 2009 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the three months ended March 31, 2009 and 2008, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at March 31, 2009 and 2008.

Note 8 - Note Receivable

On December 22, 2008, the Company, through its subsidiary PDI Global Ltd. entered into a share purchase agreement with Silverbird Holdings Ltd. to sell 72% of equity interest in Kabond Investments Ltd., a subsidiary of PDI Global, for $39.6 million Hong Kong dollars, approximately US$5.11 million in the form of a note receivable.  The Note bears no interest.  As of March 31, 2009, $2 million Hong Kong dollars, or approximately US$258,065 was repaid, and the remaining US$4,851,678 are scheduled to be paid in full by the end of 2009.

8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains certain forward-looking statements that involve risks and uncertainties. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements.  These statements are only predictions.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report.  Our actual results could differ materially from those anticipated in these forward-looking statements.

Overview

The Company had not engaged in material operations or realized revenues for several years. In April 2007, the Company acquired certain heavy drilling equipment, facilities and contract rights associated with crude oil drilling and service business from PT Prima Jasa Energy, an Indonesian crude oil drilling and service firm (“PJE”). At the same time, the Company entered into a long-term drilling services agreement with PJE, pursuant to which PJE provided crude oil drilling and services to the Company. In October 2007, the Company sold all drilling equipment, facilities and associated contract rights the Company purchased from PJE to Bermon Capital Holdings Limited, and intends to enter into natural resources industry in China.

On January 21, 2008, the Company, through its wholly owned subsidiary PDI Global Ltd., entered into an agreement with China Resources Development Group Ltd., a Hong Kong company. Under the agreement, a joint venture company, Kabond Investments Limited, was set up in Hong Kong, and the Company invested $39.6 million Hong Kong dollars (approximately US$5.09 million) into the JVC to get 72% of the JVC’s capital shares, and China Resources, jointly with its partner, agreed to invest $15,400,000 Hong Kong dollars (approximately US$1.98 million) into the JVC to receive 28% of the JVC’s capital shares.

On December 22, 2008, PDI Global Ltd. entered into a share purchase agreement with Silverbird Holdings Ltd., a British Virgin Island corporation (“Silverbird”). Pursuant to the agreement, PDI Global agreed to sell and Silverbird agreed to acquire 72% of equity interest in Kabond Investments Ltd., a subsidiary of PDI Global, for $39.6 million Hong Kong dollars, approximately US$5.11 million in the form of a note receivable.

On January 15, 2009, the Company, through PDI Global Ltd., entered into a joint venture agreement with China Resources Development Group Ltd. Under the agreement, the Company agreed to invest $43,040,000 Hong Kong dollars (approximately US$5.55 million) into a joint venture company Sinoforte Limited ("SFL"), which was set up by China Resources in Hong Kong.  The Company gets 80% of SFL's capital shares, and China Resources, jointly with its partner, will invest $10,760,000 Hong Kong dollars (approximately US$1.39 million) into SFL to receive 20% of SFL's capital shares. The main business of SFL is trading mineral products, primarily graphite products, produced in China.

As of the date of this report, the Company and its subsidiary Sinoforte Limited are actively setting up its purchasing and selling channels.

Results of Operations

For the Three Months Ended March 31, 2009 and 2008

Revenues

For the three months ended March 31, 2009 and 2008, the Company had not conducted any revenue generating operations. Accordingly, no revenues were generated during both periods.   

Operating Expenses

For the three months ended March 31, 2009, the Company's general and administrative expenses were $62,161 compared to $26,001 for the same period of the prior year. The increase in operating expenses was largely due to general and administrative expenses incurred by the Company’s newly established subsidiary Sinofote Limited during the period.

9

Net Income (Loss)

For the three months ended March 31, 2009, the Company had a net loss of $62,161, or $(0.00) per share, as compared to a net income of $26,001, or $(0.01) per share, for the prior year.

Liquidity and Capital Resources

Since inception, the Company has funded its operations primarily by equity capital and short-term loans from its directors and officers. In May 2006, the Company issued an aggregate of 4,000,000 shares of its common stock to ten investors for an aggregate consideration of $400,000 in cash. In May 2008, the Company issued an aggregate of 90,000,000 shares of its common stock to 18 investors, in a private placement, for an aggregate of purchase price of $5.4 million in cash.

At March 31, 2009, the Company had cash and cash equivalents of $2,242,099.  

The Company’s sources of working capital are limited.  Its current proposed business plan may call for additional capital.  To finance any business operations, it may be necessary for the Company to raise additional funds through public or private financings.  Additional funds may not be available on terms that are favorable to us, and, in the case of equity financings, would result in dilution to our stockholders.  There can be no assurance that such additional financing, when and if necessary, will be available to us on acceptable terms, or at all.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

Our financial statements and related public information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that may have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. We base our estimates on historical experience and on various assumptions that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 to our financial statements. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information in this Item.

Item 4T.  Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Disclosure Controls") that are designed to ensure that information the Company is required to disclose in reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our principal executive and principal financial officer, as appropriate, to allow

10

timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

As of the end of the period covered by this Quarterly Report on Form 10-Q, under the supervision of our Chief Executive Officer and our Chief Financial Officer, our management evaluated the effectiveness of our Disclosure Controls.  Based on this evaluation our Chief Executive Officer and our Chief Financial Officer have concluded that our Disclosure Controls were effective as of March 31, 2009.

Limitations on the Effectiveness of Controls

The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's Disclosure Controls or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

During the first quarter of 2009, there were no material changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None

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

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports

 (a)    Exhibits:

11

Exhibit No.                Title of Document

----------      ----------------------------------------------

  31               Rule 13a-14(a)/15d -14(a) Certification

  32               Section 1350 Certification

SIGNATURES

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

SCIENTIFIC ENERGY, INC.

By: /s/ Stanley Chan

-----------------------------------------

Stanley Chan

President and Chief Executive Officer

Date:  May 20, 2009

12