10-Q 1 v06171_10q.txt 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: JUNE 30, 2004 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ COMMISSION FILE NO. 0-21015 CELL TECH INTERNATIONAL INCORPORATED (Exact Name of Registrant as Specified in its Charter) Delaware 22-3345046 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 565 Century Court KLAMATH FALLS, OREGON 97601 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (541) 882-5406 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.01 per Share (Title of each class) 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] As of July 31, 2004, the number of shares outstanding of the registrant's sole class of common stock, par value $0.01 per share was 13,974,087. TABLE OF CONTENTS

CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements. 1 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to consolidated financial statements. CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to consolidated financial statements. 3 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES BUSINESS Cell Tech International Incorporated ("Cell Tech" or "we" "us" "our") and The New Algae Company, Inc. ("NAC"), collectively the "Company," are engaged in producing and marketing food supplement and personal care products made with blue-green algae harvested from Klamath Lake, Oregon. We use a multi-level marketing network throughout the United States, the District of Columbia, Guam, Puerto Rico, American Samoa, the Virgin Islands and Canada to distribute our products. PRESENTATION OF INTERIM INFORMATION The accompanying unaudited consolidated financial statements 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 Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our financial information as of and for the periods presented. The consolidated results of operations of any interim period are not necessarily indicative of the consolidated results of operations we expect for the fiscal year. For further information, refer to the consolidated financial statements and accompanying footnotes included in our annual report on Form 10-K for the year ended December 31, 2003. GOING CONCERN Management has introduced a new line of personal care products and initiated several new advertising campaigns in order to increase revenues and reverse the trend of net losses in the first six months of 2004 and prior years. Although management believes that it has made progress during the first six months of 2004 on issues affecting our ability to continue as a going concern, we have experienced recurring net losses and have negative working capital at June 30, 2004. These conditions give rise to substantial doubt about our ability to continue as a going concern. In their report on our financial statements for the year ended December 31, 2003, our independent registered public accountants included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis. We are continuing our efforts to raise both debt and equity financing. However, there can be no assurance that we will be able to service additional financing, or that if such financing were available, whether the terms or conditions would be acceptable to us. BASIS OF CONSOLIDATION Our accompanying consolidated financial statements include our accounts and our subsidiary, NAC. We have eliminated intercompany transactions and balances on consolidation. 4 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. REVENUE RECOGNITION We recognize revenue from the sale of our products upon shipment, at which time title passes. We estimate an allowance for sales returns based on historical experience with product returns. ACCOUNTING FOR STOCK OPTIONS We have adopted the intrinsic value method of accounting for employee stock options as permitted by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based Compensation" (SFAS No. 123) and as amended by SFAS No. 148. We disclose the pro forma effect on loss and loss per share as if we had applied the fair value based method. For equity instruments, including stock options issued to non-employees, the fair value of the equity instruments or the fair value of the consideration received, whichever is more readily determinable, is used to determine the value of services or goods received and the corresponding charge to operations. We have not disclosed the effect on loss and loss per share as if we had applied the fair value recognition provision of SFAS No. 123 to stock-based employee compensation because it is not significantly different from the historical results. COMMISSIONS In November 2001, the Emerging Issues Task Force ("EITF") issued EITF Issue No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products," which addresses the accounting for consideration given by a vendor to a customer or a reseller of the vendor's products. In April 2001, the EITF reached a consensus on EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products," which provides guidance on the income statement classification of consideration from a vendor to a reseller in connection with the reseller's purchase of the vendor's products or to promote sales of the vendor's products. We pay commissions to our distributors as compensation for sales and marketing activities and based on their personal sales volumes and the sales of distributors they have recruited into our network. Accordingly, we classify these expenses as a cost and not a reduction of revenue. IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Asset," ("SFAS No. 144"), gives guidance for impaired assets or long-lived assets to be disposed of and supercedes SFAS No. 121. We account for the impairment of long-lived assets to be held and used, when indications of impairment are present, by evaluating the carrying value in relation to the operating performance and future undiscounted cash flows of the underlying business. We report long-lived assets held for disposal at the lower of their carrying value or fair value less costs to sell. During the six months ended June 30, 2003, we identified certain assets for sale by auction and recorded an additional impairment of $528,632 in order to value the assets at their net realizable value. RECLASSIFICATIONS We have reclassified certain prior period amounts to conform to the current period presentation. 5 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES NOTE 2 - INVENTORIES Inventories consist of the following:

Certain of our inventory are marketable only to the agricultural market. Sales in this market have been less than anticipated and management has recognized that an impairment of inventory may exist. NOTE 3 -- EARNINGS PER SHARE COMPUTATION The computations of the weighted-average common shares used in the computation of basic and diluted net loss per share is based on 14,409,426 and 13,790,519 shares for the six months ended June 30, 2004 and 2003, respectively. Potential dilutive securities were not included in the EPS calculation since their effect would be antidilutive. Potential dilutive securities consisted of outstanding stock options and convertible preferred stock and common stock purchase warrants. NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." Statement No. 150 affects the classification, measurement and disclosure requirements of the following three types of freestanding financial instruments: (i) mandatory redeemable shares, which the issuing company is obligated to buy back with cash or other assets; (ii) instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets, which include put options and forward purchase contracts; and (iii) obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominately to a variable such as a market index, or varies inversely with the value of the issuer's shares. In general, Statement No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of Statement No. 150 did not have an impact on the Company's consolidated financial position or disclosures. NOTE 5 - LONG-TERM DEBT In September 2002, La Jolla Loans, Inc. ("La Jolla Loans") purchased and took an assignment of our financing facility with Coast Business Credit. At the same time, we entered into a Forbearance and Extension Agreement with La Jolla Loans. Under the terms of the forbearance agreement, La Jolla Loans agreed to not declare a default until June 30, 2003, when the entire principal would be due. La Jolla Loans has extended the forbearance period to June 30, 2004 and then to June 30, 2005. We paid annual loan renewal fees in 2003 and 2004 in the amount of $75,000 and $98,000 respectively. Interest of $18,225 at an effective rate of 14% is payable monthly along with additional monthly impound payments of approximately $65,000. La Jolla Loans will defer the difference between the minimum interest payment of $45,000 under the agreement with Coast Business Credit and the $24,500 minimum interest payments under the forbearance agreement for the forbearance period. If we fully perform under the terms and conditions of the forbearance agreement and no default occurs during the forbearance period, La Jolla Loans will release us from any obligation to pay that portion 6 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES of the minimum monthly interest payments in excess of $18,225. The outstanding principal balance at June 30, 2004 was $1,562,164. The Company is in compliance with all loan covenants as of June 30, 2004. NOTE 6 - CONTINGENCIES MICROCYSTIS As a result of certain conditions, Microcystis, a toxic algae, occasionally blooms in Klamath Lake at the same time aphanizomenon flos-aquae algae is harvested. We regularly test the algae we harvest for possible contamination. Algae that does not meet our standards is not used in products for human or animal consumption. In 1997, the Oregon Department of Agriculture issued an administrative rule that created a standard of 1 microgram per gram (1 ppm) of Microcystis in products for human consumption that contain aphanizomenon flos-aquae algae. The Oregon Department of Agriculture has raised no questions about our products under this rule. In some years, the presence of Microcystis may reduce the quantity of aphanizomenon flos-aquae algae that we can harvest. LITIGATION On January 16, 2001, we filed an action against Glenn Foods in the Circuit Court of Klamath County alleging, among other things, that Glenn Foods breached an agreement with us for the manufacture of our SBG Square Meal Bars and BG Bites by failing to produce our products according to our specifications, refusing to turn over our formula, and failing to refund our money. We were seeking monetary damages of approximately $226,345 for all causes specified in our complaint. The matter was settled in February 2004 resulting in the defendant paying us $80,000 for damages. In October of 2001, Teachers for Truth in Advertising filed an action in the Superior Court of Tulare County, California alleging that we, erroneously sued as Cell Tech Products, Inc., engaged in unfair business practices and misleading advertising. In January 2003, the Superior Court of Tulare County issued a tentative decision stating that Teachers for Truth in Advertising was entitled to an injunction prohibiting us from making deceptive representations in its advertising or literature disseminated in California and ordering us to refund the purchase price paid by California customers for our algae products from the date four years prior to the filing of the action through the trial date in November of 2002. In response to the tentative decision, our counsel filed a Request for Statement of Decision on January 23, 2003. On February 20, 2003, the Superior Court issued its Final Decision, which essentially affirms the tentative decision, which judgment was entered in April 2003. Plaintiff has submitted a proposed judgment to the court consistent with the Tentative and Final Decisions. The parties mediated this matter on May 9, 2003 before a retired Orange County, California Superior Court judge and agreed to submit a proposed confidential settlement to the Superior Court within 60 days, which they have done. The confidential settlement provides for making partial refunds to certain of our California customers. The Superior Court approved the confidential settlement and vacated the judgment on August 25, 2003. We have complied with the terms of the refund and it did not have a material adverse impact on our business and financial position. On February 19, 2002, Daryl J. Kollman, one of our principal shareholders, filed two separate Notices of Claim of Lien upon Chattels against us, NAC and Marta Carpenter and others, in Klamath County, Oregon. Mr. Kollman alleges, among other things, that we owe him approximately $705,693 in past due rent. Mr. Kollman also claims that we owe Klamath Cold Storage, Inc. ("KCS"), a company owned by Mr. Kollman and Marta Carpenter, approximately $717,900 in past due rent. Mr. Kollman asserts that we are not entitled to remove our personal property from the real property owned by him, Marta Carpenter and KCS and seeks to subject our property to foreclosure proceedings. We intend to vigorously defend against these liens. We cannot predict the amount of loss, if any, that could result from these liens, but do not believe that an unfavorable outcome would have a material adverse impact upon our financial condition, cash flow, or results of operations. 7 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES On or about May 31, 2002, Daryl J. Kollman filed an action in the Circuit Court of Klamath County (Case No. 02-01956CV) seeking to evict us from certain real property owned by him and Marta Carpenter. Mr. Kollman later added a claim for allegedly unpaid rent exceeding $558,000. On or about October 31, 2002, the Court dismissed Mr. Kollman's eviction claim. Mr. Kollman's claim for unpaid rent is currently pending. We cannot predict the amount of loss, if any, that could result from this lawsuit but an unfavorable outcome could have a material adverse effect on our financial condition. On June 6, 2002, Daryl J. Kollman filed a lawsuit in the name of KCS in the Circuit Court for the State of Oregon for Klamath County (Case No. 02-02040CV) to evict us from property owned by KCS. In this lawsuit, Mr. Kollman also alleges that we have not paid approximately $1,050,000 in rent. We have voluntarily vacated all of the KCS property. We contend that we have paid all rents owing and intend to vigorously defend this lawsuit. We cannot predict the amount of loss, if any, which could result from this lawsuit; but an unfavorable outcome could have a material adverse effect on our financial condition. On October 7, 2002, Daryl J. Kollman filed a lawsuit against us, certain of our officers, directors and counsel in the Circuit Court for the State of Oregon for Klamath County (Case No. 02-03774CV). The complaint makes a number of individual and derivative claims. There is only one claim directed against us in the case. In this claim, Mr. Kollman alleges that we breached an agreement with him to register our stock for public sale and seeks damages of an amount he must prove at trial but not exceeding $5,546,279. Mr. Kollman seeks over $55,000,000 from other defendants in the case. Mr. Kollman also seeks millions of dollars in damages on behalf of us against Marta C. Carpenter (our President and Chief Executive Officer) and Donald P. Hateley (our Chairman of the Board of Directors) based on a variety of legal theories. We are vigorously defending the lawsuit. We cannot predict the amount of loss, if any, which could result from this lawsuit and an unfavorable outcome could have a material adverse impact upon our financial condition, cash flow, or results of operations. Most of the Kollman claims have been consolidated into a single case. Jury selection for the trial of most of the Kollman claims, other than the Kollman claims for back rent, which will be resolved in a separate proceeding, began on July 6, 2004 and were submitted to the jury on August 19, 2004. As of the date of this filing, the jury is continuing its deliberations in Eugene, Oregon. The Company is also involved in various legal matters arising in the normal course of business. In the opinion of management, the Company's liability, if any, arising from legal proceedings related to these matters is not expected to have a material effect on the consolidated financial statements of the Company. LIEN ON COMPANY STOCK Stock owned by two of our shareholders, Marta C. Carpenter and Daryl J. Kollman, is subject to a tax lien filed by the Internal Revenue Service. A trust holds the stock and the IRS will release it upon satisfaction of federal income taxes owed by Ms. Carpenter and Mr. Kollman. Ms. Carpenter and Mr. Kollman retain voting power over the stock held in trust. Ms. Carpenter and Mr. Kollman have agreed to sell their shares as needed, and as allowed by federal securities laws, to make quarterly payments to the Internal Revenue Service. Should Ms. Carpenter or Mr. Kollman fail to make such payments in a timely manner, the Internal Revenue Service may seize the shares from the trust. The Internal Revenue Service would thereafter sell or judicially foreclose on some or all of the shares to satisfy Ms. Carpenter and Mr. Kollman's tax liabilities. COVENANTS RELATED TO THE PRIVATE PLACEMENT TO ZUBAIR KAZI In connection with the sale of common shares to a private investor, Zubair Kazi, in 1999, we agreed to issue common stock and warrants to purchase common stock to Mr. Kazi if the consolidated stockholders' equity was less than $20,000,000 at December 31, 1999. As a result, penalty shares have accrued and we issued 3,333,192 shares of common stock to Mr. Kazi during the second quarter of 2003 and we converted the associated accrued liability of $624,860 to equity. Warrants to purchase an additional 3,333,192 shares of common stock were also 8 due to Mr. Kazi on March 31, 2003. During the first half of 2004, an additional liability was recognized under the agreement in the amount of $61,989 related to the issuance of these shares and warrants, based on the fair value of the securities and has been accounted for in the financial statements. Additionally, we were to register the shares originally sold to Mr. Kazi for resale within 120 days of the sale. We have accrued and will continue to accrue additional penalties until the shares are registered. The accrued liability at June 30, 2004 was $144,526 and 830,915 shares and 4,164,107 warrants are issuable to Mr. Kazi. We are also obligated to issue additional securities to Mr. Kazi upon the effective date of our next registration statement. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact, that we make in this Quarterly Report on Form 10-Q are forward-looking. The words "anticipates," "believes," "expects," "intends," "will continue," "estimates," "plans," "projects," the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking. Our forward-looking statements are subject to certain risks, trends, and uncertainties that are difficult to predict and could cause actual results to vary materially from anticipated results. In particular, statements regarding market acceptance of our marketing and merchandising concepts, changes in market conditions, demand for and market acceptance of new and existing products, availability and development of raw materials and new products, increased competition, failure to attain satisfactory outside financing and adverse weather conditions at Upper Klamath Lake are forward-looking. The following factors, among others, could cause actual results to differ from those indicated in the forward-looking statements: o management's plans, objectives and budgets for its future operations and future economic performance; o capital budget and future capital requirements; o meeting future capital needs; o realization of any deferred tax assets; o the level of future expenditures; o impact of recent accounting pronouncements; o the outcome of regulatory and litigation matters; and o the assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including: o those described in the context of such forward-looking statements; o future product development and manufacturing costs; o changes in our incentive plans; o timely development and acceptance of new products; o the markets of our domestic and international operations; o the impact of competitive products and pricing; o the political, social and economic climate in which we conduct operations; and o the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2003. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not 9 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis. Management has introduced many new products and several new advertising campaigns in order to increase revenues and reverse the trend of net losses in the first half of 2004 and prior years. Although management believes that it has made progress during the first half of 2004 on issues affecting our ability to continue as a going concern, we have experienced recurring net losses and have negative working capital at June 30, 2004. These conditions give rise to substantial doubt about our ability to continue as a going concern. We are continuing our efforts to raise both debt and equity financing. However, there can be no assurance that we will be able to service additional financing, or that if such financing is available, whether the terms or conditions would be acceptable to us. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections to other forward-looking statements. We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and six months ended June 30, 2004 compared to the same period in 2003. You should refer to the Consolidated Financial Statements and related Notes in conjunction with this discussion. Unless stated otherwise, all financial information presented below, throughout this report and in the Consolidated Financial Statements and related Notes includes Cell Tech and NAC on a consolidated basis. OVERVIEW We are a natural and nutritional products company. We develop and distribute a wide range of products made with Aphanizomenon flos-aquae (trade name Super Blue Green(R)) Algae ("SBGA") and other nutrients and ingredients through a multilevel network of independent Business Associates ("Business Associates"). We currently offer over sixty products that are intended to appeal to health-conscious consumers. We divide our products into three major product lines including nutritional supplements and foods, skin and hair care products, and animal and plant care. We harvest SBGA and manufacture several of our products at our modern production facilities in Klamath Falls, Oregon. We market our products through independent Business Associates located in all fifty states, the District of Columbia, Guam, Puerto Rico, American Samoa, the Virgin Islands, Federated States of Micronesia, Marshall Islands, Northern Mariana Islands, Palau and Canada. We encourage our Business Associates to recruit interested people as new Business Associates for our products. We place these recruits beneath the recruiting Business Associates in the "network" and we refer to them as the associates' "downlines" or "networks." Business Associates earn commissions on sales by their organizations as well as on the sales they generate directly. We assist Business Associates in establishing their own businesses and provide support programs such as a comprehensive, information-packed website (www.celltech.com), audio and videotapes for training, a national Training tour, Regional Sales Meetings, seminars and an annual convention called the August Celebration. Our loss per share was $0.15 for the six months ended June 30, 2004 compared to a net loss of $0.13 per share for the same period in 2003. We primarily relate the net loss for the six months ended June 30, 2004 of $2,129,894 to a decrease in revenue without corresponding decreases in administrative costs and selling expenses. Legal fees have been much higher in 2004. Some of the increase in legal fees was offset by a decrease in negative valuation allowances in regards to assets held for sale during 2004 compared to 2003. 10 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES CRITICAL ACCOUNTING POLICIES INVENTORY VALUATION We have a significant investment in algae inventory. Our sole source of blue-green algae is Klamath Lake. Algae grow naturally in Klamath Lake and, like any plant, are subject to variation due to environmental conditions. The volumes of annual harvests vary depending on weather and precipitation conditions. As a result, we carry additional supplies of inventory to sustain operations through low yield harvest years. In addition, we regularly review the amount of blue-green algae on hand and evaluate the likelihood that we will be able to realize the value of our inventory. If we determine that we will not realize all or a portion of our inventory value, adjustments are made to the carrying value through a valuation allowance. The decision to write down a portion of the carrying value of inventory could have a significant adverse effect on our operating results. IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows we estimate to generate by those assets are less than the carrying amount of those items. We base our cash flow estimates on historical results adjusted to reflect our best estimate of future market and operating conditions. We reduce the net carrying value of assets not recoverable to fair value. Our estimates of fair value represent our best estimate based on industry trends and reference to market rates and transactions. During the first half of 2003 we recorded impairment expenses for various assets designated as held for sale in the amount of $528,632. We have not recorded any impairment expense in 2004. COMMISSIONS In November 2001, the Emerging Issues Task Force ("EITF") issued EITF Issue No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products," which addresses the accounting for consideration given by a vendor to a customer or a reseller of the vendor's products. In April 2001, the EITF reached a consensus on EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products," which provides guidance on the income statement classification of consideration from a vendor to a reseller in connection with the reseller's purchase of the vendor's products or to promote sales of the vendor's products. We pay commissions to our distributors as compensation for sales and marketing activities and based on their personal sales volumes and the sales of distributors they have recruited into our network. Accordingly, we classify these expenses as a cost and not a reduction of revenue. 11 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES RESULTS OF OPERATIONS The following table summarizes our unaudited operating results as a percentage of net sales for each of the periods indicated.

THREE MONTHS ENDED JUNE 30, 2004 COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 2003 Net sales for the three months ended June 30, 2004 were $4,860,751, a decrease of $807,182 or 14.2% from net sales of $5,667,933 for the three months ended June 30, 2003. We directly relate the decrease in sales to a 11.1% decrease in orders for the same period. Average order size also decreased to $123 from $126 over the same period. The average number of distributors for the three months ended June 30, 2004 decreased to an average of 31,931, which was 11.6% lower than the average of 36,124 distributors for the three months ended June 30, 2003. We make sales of our food supplement products through a multi-level marketing network of distributors, so we positively link sales with the number of distributors. Gross profit represents net sales less the cost of goods sold, which includes the cost of harvesting blue-green algae from Klamath Lake, the cost of other materials, direct labor expenses, an allocation of overhead costs, amortization, and depreciation. Gross profit increased to 69.8% of net sales during the three months ended June 30, 2004 from 68.9% of net sales during the same period in 2003. This increase was due to decreases in period costs due to our continuing cost cutting efforts. Gross profit after commissions represents gross profit less commission expense. Commission expense for the three months ended June 30, 2004 and 2003 was $2,045,032 and $2,361,022, respectively, a decrease of $315,990 or 13.4%. We are a multi-level marketing organization. Business Associates make up our sales force. Business Associates buy algae products for their own consumption and they actively recruit other Business Associates into our network. Business Associates are paid commissions based upon their personal sales volumes and the sales of 12 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES Business Associates beneath them in their network. Commission expense as a percentage of sales was 42.1% and 41.7% during the three months ended June 30, 2004 and 2003, respectively. Operating expenses include shipping and handling expenses, selling expenses, research and development expenses and general and administrative expenses. In total, operating expenses increased $94,350 or 3.6% to $2,738,185 for the three months ended June 30, 2004 from $2,643,835 for the three months ended June 30, 2003. We discuss the components of operating expenses discussed below. o Shipping and handling expenses increased $19,859 or 5.5%, to $383,267 in 2004 from $363,408 in 2003. The increase was due to an increase in payroll expenses in 2004. Shipping and handling expenses as a percent of net sales increased to 7.9% for the three months ended June 30, 2004 from 6.4% for the three months ended June 30, 2003. The increase is primarily due to the decrease in sales being greater than the capacity to decrease the fixed costs associated with the shipping process. o Selling expenses includes order operator and Business Associates services, marketing and promotion expenses. Selling expenses decreased $228,937 or 21.3% between 2004 and 2003 to $843,422 from $1,072,359. This decrease was primarily due to decreases in payroll expense of $50,000, advertising and promotional expenses of $107,000, credit card processing fees of $22,000 and decreases in various other smaller expenses. o Research and development expenses decreased $11,003 or 23.8% to 35,162 during the three months ended June 30, 2004 from $46,165 during the same period in 2003, which constituted 0.7% and 0.8% of net sales, respectively. o General and administrative expenses increased by $843,063, or 133%, between 2004 and 2003 to $1,476,334 from $633,271. For the three months ended June 30, 2004, general and administrative expenses averaged 30.4% of sales while they were 11.2% of sales for the three months ended June 30, 2003. The increase between 2004 and 2003 is attributable to the additional legal fees incurred in 2004 of $614,000 and an increase in amortization of leasehold improvements for administrative buildings that we have determined are not needed and intend to vacate of $240,000. o There were no asset write-down expenses incurred during the three months ended June 30, 2004 compared to $528,632 for the three months ended June 30, 2003. The write-down expense in 2003 related to equipment we had determined to sell at auction. The auction was held in September of 2003 and the majority of the equipment was sold. Other income decreased by $19,132 to a net expense of $52,215 for the three months ended June 30, 2004 from income of $33,083 for the three months ended June 30, 2003 due primarily to a decrease in management fees charged to Klamath Cold Storage, Inc. of $10,000. Net interest expense decreased to $80,076 for the three months ended June 30, 2004 from $111,310 for the three months ended June 30, 2003. This decrease was due primarily to reduced principal balances to La Jolla Loan and to Oregon Freeze Dry. Net interest expense represented 1.6% and 2.0% of sales for each of the three months ended June 30, 2004 and 2003, respectively. Net income decreased $279,930 resulting in a loss of $1,523,412 for the three months ended June 30, 2004 compared to a net loss of $1,243,482 for the comparable period in 2003. As a percentage of net sales, the net loss was 31.3% of revenue during the three months ended June 30, 2004 and 21.9% of revenue for the comparable period in 2003. The larger net loss was due primarily to legal fees, amortization of leasehold improvements and decreasing sales. Partially offsetting the larger net loss was no asset write-downs in 2004 when compared to 2003. 13 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES SIX MONTHS ENDED JUNE 30, 2004 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2003 Net sales for the six months ended June 30, 2004 were $10,127,805, a decrease of $1,473,120 or 12.7% from net sales of $11,600,925 for the six months ended June 30, 2003. We directly relate the decrease in sales to a 21.5% decrease in orders for the same period. Average order size stayed the same at $124. The average number of distributors for the six months ended June 30, 2004 decreased to an average of 32,220, which was 14.8% lower than the average of 37,809 distributors for the six months ended June 30, 2003. We make sales of our food supplement products through a multi-level marketing network of Business Associates, so we positively link sales with the number of Business Associates. Gross profit represents net sales less the cost of goods sold, which includes the cost of harvesting blue-green algae from Klamath Lake, the cost of other materials, direct labor expenses, an allocation of overhead costs, amortization, and depreciation. Gross profit increased to 71.7% of net sales during the six months ended June 30, 2004 from 68.7% of net sales during the same period in 2003. This increase was due to a price increase late in the first half of 2003 and better profit margins on new products introduced during the last half of 2003 and early in 2004. Gross profit after commissions represents gross profit less commission expense. Commission expense for the six months ended June 30, 2004 and 2003 was $4,223,228 and $4,896,457, respectively, a decrease of $673,229 or 13.7%. We are a multi-level marketing organization. Business Associates make up our sales force. Business Associates buy algae products for their own consumption and they actively recruit other Business Associates into our network. Business Associates are paid commissions based upon their personal sales volumes and the sales of Business Associates beneath them in their network. Commission expense as a percentage of sales was 41.7% and 42.2% during the six months ended June 30, 2004 and 2003, respectively. Operating expenses include shipping and handling expenses, selling expenses, research and development expenses and general and administrative expenses. In total, operating expenses increased $291,367 or 6.2% to $4,967,290 for the six months ended June 30, 2004 from $4,675,923 for the six months ended June 30, 2003. We discuss the components of operating expenses discussed below. o Shipping and handling expenses decreased $17,247 or 2.3%, to $729,765 in 2004 from $747,012 in 2003. The decrease was due to a decrease in sales volume during 2004. Shipping and handling expenses as a percent of net sales increased to 7.2% for the six months ended June 30, 2004 from 6.4% for the six months ended June 30, 2003. o Selling expenses includes order operator and distributor services expenses, marketing and promotion expenses. Selling expenses decreased $358,672 or 16.4% between 2004 and 2003 to $1,823,724 from $2,182,396. This decrease was primarily due to decreases in advertising expense of $100,000, payroll expense of $48,000, depreciation expense of $48,000, promotional expense of $77,000, and credit card processing fees. Selling expenses as a percent of net sales were 18.0% for the six months ended June 30, 2004 and 18.8% of sales for the six months ended June 30, 2003. o Research and development expenses decreased 29.7% to $74,331 during the six months ended June 30, 2004 from $105,724 during the same period in 2003, which constituted 0.7% and 0.9% of net sales, respectively. The increase related to an increase in payroll cost and laboratory testing. o General and administrative expenses increased by $1,227,311 between 2004 and 2003 to $2,339,470 from $1,112,159. For the six months ended June 30, 2004, general and administrative expenses averaged 23.1% of sales while they were 9.6% of sales for the six months ended June 30, 2003. The increase between 2004 and 2003 is primarily attributable to an increase in legal fees of $670,000 and amortization of $540,000. o Asset write-down expense of $528,632 for the six months ended June 30, 2003 was not recurring for the six months ended June 30, 2004. The additional loss of value for the equipment we held for sale during 2003 was due to the decision to sell the equipment at auction rather than wait for opportunity to sell the equipment on the open market. 14 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES Other income and expense decreased by $168,759 to a net expense of $35,373 for the six months ended June 30, 2004 from $133,386 for the six months ended June 30, 2003. The decrease was due primarily to the settlement with The Nature Conservancy resulting in a one time recognition of income of $161,000 during 2003. Net interest expense decreased to $162,817 for the six months ended June 30, 2004 from $276,037 for the six months ended June 30, 2003. This decrease was due primarily to decreases in principal debt owing in 2004 and due to additional interest charges recorded during 2003 in connection with the settlement of the Oregon Freeze Dry litigation and the resulting note payable. Net Interest expense represented 1.6% and 2.4% of sales for each of the six months ended June 30, 2004 and 2003, respectively. Net income decreased by $387,361 resulting in a loss of $2,129,894 for the six months ended June 30, 2004 from a net loss of $1,742,533 for the comparable period in 2003. As a percentage of net sales, net income decreased by 6.0% for the six months ended June 30, 2004 resulting in a net loss of 21.0% of revenue from a net loss of 15.0% of revenue for the comparable period in 2003. The decrease in net income was due to net sales decreasing by 12.7%, the increase in litigation costs, and amortization of improvements that either have been abandoned or are scheduled to be abandoned. LIQUIDITY AND CAPITAL RESOURCES We had net losses of $5,651,029, $3,497,387 and $5,015,350 for the years ended December 31, 2003, 2002 and 2001, respectively and had a working capital deficit of $3,699,942 and $4,282,898 at December 31, 2003 and 2002, respectively. As a result, our independent registered public accountants have included in our annual report an explanatory paragraph in their report covering those periods, which expresses substantial doubt about our ability to continue as a going concern. Working capital deficit at June 30, 2004 amounted to $5,045,766 which represents a decrease in working capital of $1,345,824 from a working capital deficit of $3,699,942 as of December 31, 2003. At June 30, 2004, we had a bank overdraft of $592,898 versus a bank overdraft of $481,496 as of December 31, 2003. In September 2002, La Jolla Loans, Inc. ("La Jolla Loans") purchased and took an assignment of our financing facility with Coast Business Credit. At the same time, we entered into a Forbearance and Extension Agreement with La Jolla Loans. Under the terms of the forbearance agreement, La Jolla Loans agreed not to declare a default until June 30, 2003, when the entire principal is due. La Jolla Loans extended the forbearance period to June 30, 2004 and then again to June 30, 2005 by payment of annual renewal fees. Interest of $18,225 at an effective rate of 14% is payable monthly along with additional monthly impound payments of approximately $. La Jolla Loans will defer the difference between the minimum interest payment of $45,000 under the agreement with Coast Business Credit and the $24,500 minimum interest payments under the forbearance agreement for the forbearance period. If we fully perform under the terms and conditions of the forbearance agreement and no default occurs during the forbearance period, La Jolla Loans will release us from any obligation to pay that portion of the minimum monthly interest payments in excess of $18,225. The outstanding principal balance at June 30, 2004 was $1,562,164. Our existing capital resources may not be adequate to fund our operations for an extended period of time. We have no present commitments or agreements with respect to any acquisitions or purchases of manufacturing facilities or new technologies. Any future changes in our operations could utilize our available capital resources faster than anticipated. Our capital requirements depend on numerous factors, including: o the introduction of new products; o change in the number of distributors and the retention of our current distributor base; and 15 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES o research and development efforts. If existing capital resources are insufficient to meet our capital requirements, we will be required to raise additional funds, which we cannot assure will be available on favorable terms, if at all, or reduce costs which could impair our ability to conduct ongoing business operations. CASH FLOWS Net cash flows used for operating activities for the six months ended June 30, 2004 amounted to $24,664 compared to cash flows provided by operations of $366,727 for the six months ended June 30, 2003. The decrease in cash flows generated by operations is primarily due to decreased revenues during the six months ended June 30, 2004. Cash flows used in investing activities for the six months ended June 30, 2004 were $56,710 representing a decrease of $17,074 from net cash used for investing activities of $39,636 for the six months ended June 30, 2003. The decrease was due to additional leasehold improvements incurred to accommodate operations being moved out of rented facilities being abandoned. Net cash flows provided by financing activities was $81,374 for the six months ended June 30, 2004 versus net cash used for financing activities of $327,091 during 2003. This change is principally due to an increase in the bank overdraft. The increase in related party debt was similar in amount to the decrease in long-term debt. RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." Statement No. 150 affects the classification, measurement and disclosure requirements of the following three types of freestanding financial instruments: (i) mandatory redeemable shares, which the issuing company is obligated to buy back with cash or other assets; (ii) instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets, which include put options and forward purchase contracts; and (iii) obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominately to a variable such as a market index, or varies inversely with the value of the issuer's shares. In general, Statement No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of Statement No. 150 did not have an impact on the Company's consolidated financial position or disclosures. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of our statements under "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk," "Other Information," the Notes to Consolidated Financial Statements and elsewhere in this report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to certain events, risks and uncertainties that may be outside our control. Some of these forward-looking statements include statements of: o management's plans, objectives and budgets for its future operations and future economic performance; o capital budget and future capital requirements; o meeting future capital needs; o realization of any deferred tax assets; o the level of future expenditures; o impact of recent accounting pronouncements; o the outcome of regulatory and litigation matters; and o the assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including: o those described in the context of such forward-looking statements; 16 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES o future product development and manufacturing costs; o changes in our incentive plans; o timely development and acceptance of new products; o the markets of our domestic and international operations; o the impact of competitive products and pricing; o the political, social and economic climate in which we conduct operations; and o the risk factors described in other documents and reports filed with the Securities and Exchange Commission. In some cases, forward-looking statements are identified by terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "approximates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology. 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. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update any of the forward-looking statements after the date of this report. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have not entered into any transactions using derivative financial instruments or derivative commodity instruments and believe that our exposure to market risk associated with other financial instruments is not material. Our primary market risks include fluctuations in interest rates. Our management believes that fluctuation in interest rates in the near term would not materially affect our consolidated operating results, financial position or cash flows as we have limited risks related to interest rate fluctuations. Marta C. Carpenter and Daryl Kollman have sole voting and investment power with respect to their shares. The Internal Revenue Service has a security interest in all of their shares pursuant to a Notice of Determination dated June 18, 1999, under the terms of which a trust holds the shares and the trust will release the shares upon Ms. Carpenter and Mr. Kollman's payment of their federal income tax liabilities for various specified years. Ms. Carpenter and Mr. Kollman will sell their shares as needed and allowed by federal and state securities laws to make quarterly payments to the Internal Revenue Service. Ms. Carpenter and Mr. Kollman retain all voting rights incident to their shares while a trust holds the shares. The Internal Revenue Service may seize Ms. Carpenter and Mr. Kollman's shares from the trust if Ms. Carpenter and Mr. Kollman fail to timely cure a default upon their commitments to the Internal Revenue Service under the Notice of Determination. The Internal Revenue Service would thereafter proceed to sell or judicially foreclose some or all of the shares for payment of Ms. Carpenter and Mr. Kollman's tax liabilities as allowed by applicable law. ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures The term "disclosures controls and procedures" refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under Rules 13a - 14 of the Securities and Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods. Within 90 days prior to the date of filing this report (the "Evaluation date"), we carried out an evaluation under the supervision and with participation of our Chief Executive Officer of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer has concluded that, as of the Evaluation Date, such controls and procedures were effective in ensuring that required information will be disclosed on a timely basis in our periodic reports filed under the Exchange Act. (b) Changes in internal controls There were no significant changes to our internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation, and there were no corrective actions required with regard to significant deficiencies and weaknesses. 17 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On January 16, 2001, we filed an action against Glenn Foods in the Circuit Court of Klamath County alleging, among other things, that Glenn Foods breached an agreement with us for the manufacture of our SBG Square Meal Bars and BG Bites by failing to produce our products according to our specifications, refusing to turn over our formula, and failing to refund our money. We were seeking monetary damages of approximately $226,345 for all causes specified in our complaint. The matter was settled in February 2004 resulting in the defendant paying us $80,000 for damages. In October of 2001, Teachers for Truth in Advertising filed an action in the Superior Court of Tulare County, California alleging that we, erroneously sued as Cell Tech Products, Inc., engaged in unfair business practices and misleading advertising. In January 2003, the Superior Court of Tulare County issued a tentative decision stating that Teachers for Truth in Advertising was entitled to an injunction prohibiting us from making deceptive representations in its advertising or literature disseminated in California and ordering us to refund the purchase price paid by California customers for our algae products from the date four years prior to the filing of the action through the trial date in November of 2002. In response to the tentative decision, our counsel filed a Request for Statement of Decision on January 23, 2003. On February 20, 2003, the Superior Court issued its Final Decision, which essentially affirms the tentative decision, which judgment was entered in April 2003. Plaintiff has submitted a proposed judgment to the court consistent with the Tentative and Final Decisions. The parties mediated this matter on May 9, 2003 before a retired Orange County, California Superior Court judge and agreed to submit a proposed confidential settlement to the Superior Court within 60 days, which they have done. The confidential settlement provides for making partial refunds to certain of our California customers. The Superior Court approved the confidential settlement and vacated the judgment on August 25, 2003. We have complied with the terms of the refund and do not believe that it had a material adverse impact on our business and financial position. On February 19, 2002, Daryl Kollman, one of our principal shareholders, filed two separate Notices of Claim of Lien upon Chattels against us, NAC and Marta Carpenter and others, in Klamath County, Oregon. Mr. Kollman alleges, among other things, that we owe him approximately $705,693 in past due rent. Mr. Kollman also claims that we owe Klamath Cold Storage, Inc. ("KCS"), a company owned by Mr. Kollman and Marta Carpenter, approximately $717,900 in past due rent. Mr. Kollman asserts that we are not entitled to remove our personal property from the real property owned by him, Marta Carpenter and KCS and seeks to subject our property to foreclosure proceedings. We intend to vigorously defend against these liens. We cannot predict the amount of loss, if any, that could result from these liens, but do not believe that an unfavorable outcome would have a material adverse impact upon our financial condition, cash flow, or results of operations. On or about May 31, 2002, Daryl Kollman filed an action in the Circuit Court of Klamath County (Case No. 02-01956CV) seeking to evict us from certain real property owned by him and Marta Carpenter. Mr. Kollman later added a claim for allegedly unpaid rent exceeding $558,000. On or about October 31, 2002, the Court dismissed Mr. Kollman's eviction claim. Mr. Kollman's claim for unpaid rent is currently pending. We cannot predict the amount of loss, if any, that could result from this lawsuit but an unfavorable outcome could have a material adverse effect on our financial condition. On June 6, 2002, Daryl Kollman filed a lawsuit in the name of KCS in the Circuit Court for the State of Oregon for Klamath County (Case No. 02-02040CV) to evict us from property owned by KCS. In this lawsuit, Mr. Kollman also alleges that we have not paid approximately $1,050,000 in rent. We have voluntarily vacated all of the KCS property we do not need to support our current operations. We contend that we have paid all rents owing and intend to vigorously defend this lawsuit. 18 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES We cannot predict the amount of loss, if any, that could result from this lawsuit but an unfavorable outcome could have a material adverse effect on our financial condition. On October 7, 2002, Daryl J. Kollman filed a lawsuit against us, certain of our officers, directors and counsel in the Circuit Court for the State of Oregon for Klamath County (Case No. 02-03774CV). The complaint makes a number of individual and derivative claims. There is only one claim directed against us in the case. In this claim, Mr. Kollman alleges that we breached an agreement with him to register our stock for public sale and seeks damages of an amount he must prove at trial but not exceeding $5,546,279. Mr. Kollman seeks over $55,000,000 from other defendants in the case. Mr. Kollman also seeks millions of dollars in damages on behalf of us against Marta C. Carpenter (our President and Chief Executive Officer) and Donald P. Hateley (our Chairman of the Board of Directors) based on a variety of legal theories. We are vigorously defending the lawsuit. We cannot predict the amount of loss, if any, which could result from this lawsuit and an unfavorable outcome could have a material adverse impact upon our financial condition, cash flow, or results of operations. Most of the Kollman claims have been consolidated into a single case. Jury selection for the trial of most of the Kollman claims, other than the Kollman claims for back rent, which will be resolved in a separate proceeding, began on July 6, 2004 and were submitted to the jury on August 19, 2004. As of the date of this filing, the jury is continuing its deliberations in Eugene, Oregon. The Company is also involved in various legal matters arising in the normal course of business. In the opinion of management, the Company's liability, if any, arising from legal proceedings related to these matters is not expected to have a material effect on the consolidated financial statements of the Company. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required by Item 601 of Regulation S-K Exhibit Number Description -------------- ----------- 3.1 Certificate of Incorporation, as amended, incorporated by reference to the Registration Statement on Form SB-2, dated June 21, 1996. 3.2 Certificate of Amendment of Certificate of Incorporation incorporated by reference to the Current Report on Form 8-K dated November 19, 1999. 3.3 Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock incorporated by reference to the Current Report on Form 8-K dated August 2, 1999. 3.4 Amended and Restated Bylaws incorporated by reference to the Registration Statement on Form SB-2 dated June 21, 1996. 99.1 Certificate of Marta C. Carpenter pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Current Reports on Form 8-K. We did not file any currents reports on Form 8-K during the quarter ended June 30, 2004. 19 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, thereunto duly authorized. CELL TECH INTERNATIONAL INCORPORATED August 23, 2004 /s/ Marta C. Carpenter ------------------------------------- Marta C. Carpenter President and Chief Executive Officer 20

CELL TECH INTERNATIONAL INC 10-Q