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FORM 10-QSB

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

ý Quarterly Report under Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the Quarterly Period Ended May 31, 2002

o Transition under Section 13 or 15(d) of the Securities and Exchange Act of 1934

(No fee required) for the period from            to            

Commission File Number 0-33255

NEWTECH RESOURCES LTD.
(Exact Name Of Registrant As Specified In Its Charter)

Incorporated in the State of Nevada
IRS Employer Identification Number 98-0342217
Address: 841 West Broadway, Suite 200, Vancouver, B.C. V5Z 1J9

Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock

Check whether the issuer: (1) filed all reports required to be filed by Telephone: (604) 729-5790 Section 13 or 15(d) of the Securities 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 ý No o

State the number of shares outstanding of each of the issuer's classes of equity, as of the latest practicable date: Common Stock: 11,060,000 shares—July 15, 2002

Transitional Small Business Disclosure Format: Yes o No ý

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

        Attached hereto and incorporated herein by reference.

Item 2. Management's Discussion and Analysis or Plan of Operation.

        The following information contains certain forward looking statements that anticipate future trends or events. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including but not limited to the risks of increased competition in the company's industry and other risks detailed in the company's U.S. Securities and Exchange Commission filings. Accordingly, actual results may differ, possibly materially, from the predictions contained herein.

        During the three months ended May 31, 2002, operating expenses totaled $76,207, and a net loss of $76,207 against no revenues, as compared to a net loss of $30,010 against no revenues for the three months ended May 31, 2001. The increase in operating expenses were a result of increased legal, research, filing, interest expenses, and transfer agent fees. However, also during the three months ended May 31, 2002, a further test run was conducted in a small fermentation tank for the commercial manufacturing process of cystatin for the research laboratory market. As such, the company made additional advances to Kaizen Food Corporation in the amount of $25,000, as compared to no advances for the three months ended May 31, 2001.

        The earnings per share (fully diluted) was a net loss of $0.007 for the three month period ended May 31, 2002, compared to a net loss of $0.003 for the three month period ended May 31, 2001.

        Reference is made to Item 2, "Management's Discussion and Analysis" included in the company's amended registration statement on Form 10-SB for the year ended August 31, 2001, on file with the U.S. Securities and Exchange Commission.

        The following analysis and discussion pertains to the company's results of operations for the nine months ended May 31, 2002, compared to the results and operations for the period ended May 31, 2001.

NINE MONTHS ENDED May 31, 2002 and 2001

        Operating expenses for the nine months ended May 31, 2002, totaled $197,466 and the company experienced a net loss of $197,466 against no revenues, as compared to a net loss of $90,010 against no revenues for the nine months ended May 31, 2001. The increase in operating expenses were a result of increased legal, research, filing, interest expenses, and transfer agent fees.

        The earnings per share (fully diluted) was a net loss of $0.018 for the nine month period ended May 31, 2002 compared to a net loss of $0.008 for the nine month period ended May 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

        Historically, the company has financed its cash flow and operations from the sale of stock and notes payable to shareholders. The company's total cash and cash equivalent position as at May 31, 2002 was $169,264 and as at August 31, 2001 was $86,690.

        For the nine months ended May 31, 2002, net cash used in operating activities, consisting mostly of loss from operations, was ($117,426) compared to cash used in operating activities of ($118,310) for the same period in 2001.

        Net cash provided by financing activity, resulting from advances from shareholders, of $200,000 for the nine months ended May 31, 2002, and $140,000 for the same period in 2001.

        Working capital deficiency as of May 31, 2002 and August 31, 2001 was ($391,186) and ($193,720) respectively.

        The company has no external sources of liquidity in the form of credit lines from banks. Management believes that its available cash will be sufficient to fund the company's working capital

requirements through December 31, 2002. Management further believes that available cash will be sufficient to implement the company's research and development plans. No investment banking agreements are in place and there is no guarantee that the company will be able to raise capital in the future should that become necessary.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

        Reference is made to Risk Factors in Part 1. Item 1, included in the company's amended registration statement on Form 10-SB for the year ended August 31, 2001, on file with the U.S. Securities and Exchange Commission.

        The company does not have any derivative financial instruments as of May 31, 2002. However, the company is exposed to interest rate risk.

        The company's interest income and expense are most sensitive to changes in the general level of U.S. and Canadian interest rates. In this regard, changes in U.S. and Canadian interest rates affect the interest paid on the company's cash equivalents as well as the interest paid on debt.

FOREIGN CURRENCY RISK

        The company operates primarily in Canada. Therefore, the company's business and financial condition is sensitive to currency exchange rates or any other restriction imposed on its currency.

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings. None.
Item 2.	Changes in Securities and Use of Proceeds. None.
Item 3.	Default Upon Senior Securities. None.
Item 4.	Submission of Matters to a Vote of Security Holders.
	a.	The company's annual meeting of shareholders was held on August 31, 2001.
	b.	The following directors and officers were re-elected to serve until the 2002 annual meeting of shareholders or until their successors are duly elected and qualified.
		Terry Woo	Director/Chief Executive Officer/ President
		Chui Keung Ho	Director/Chief Financial Officer/Secretary/Treasurer
Item 5.	Other Information. None.
Item 6.a.	Exhibit 27. None.
Item 6.b.	Reports on Form8-K. None.

SIGNATURES

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

	NEWTECH RESOURCES LTD. (Registrant)
Dated: July 15, 2002	/s/ Terry Woo Terry Woo, President and Director

NEWTECH RESOURCES LTD.

INTERIM FINANCIAL STATEMENTS

MAY 31, 2002

Newtech Resources Ltd.
(a development stage company)
(a Nevada Corporation)
Interim Balance Sheet
As at May 31, 2002 and August 31, 2001
(in U.S. Dollars)

			May 31 (unaudited) 2002			August 31 2001
ASSETS
Current
	Cash		$	169,264		$	86,690
	Prepaid expenses			5,000			8,000
Total assets			$	174,264		$	94,690
LIABILITIES
Current
	Accounts payable and accrued liabilities		$	105,450		$	28,410
	Notes payable-shareholders (Note 5)			460,000			260,000
Total liabilities				565,450			288,410
DEFICIENCY IN ASSETS
Capital Stock (Note 6)
		Authorized -30,000,000 common shares with par value of $.001 Issued -11,060,000 common shares (2001—11,060,000)		11,060			11,060
Contributed surplus (Note 6 )				224,190			224,190
Deficit				(626,436	)		(428,970	)
(391,186)				(193,720	)
			$	174,264		$	94,690

        Commitments (Note 4,9)

        Approved by the Board

        /s/ Terry Woo Director

        /s/ Chui Keung Ho Director

The accompanying notes are an integral part of these financial statements

Newtech Resources Ltd.
(a development stage company)
(a Nevada Corporation)
Unaudited Interim Statement of Operations
For the 3 months and 9 months ended May 31, 2002 and May 31, 2001
(in U.S. Dollars)

		3 MONTHS						29 MONTHS
		2002			2001			2002			2001
Expenses
	Audit and accounting	$	—		$	—		$	—		$	—
	Bank charges		18			10			48			10
	Filing and registration fees		—			—			5,229			—
	Interest income		(844	)		—			(844	)		—
	Interest on note payable		11,500			—			24,500			—
	Legal		10,533			—			17,533			—
	Management and consulting fees (Note 7)		30,000			30,000			90,000			90,000
	Research		25,000			—			61,000			—
			76,207			30,010			197,466			90,010
Net loss for the period			(76,207	)		(30,010	)		(197,466	)		(90,010	)
Net loss per common share		$	(0.007	)	$	(0.003	)	$	(0.018	)	$	(0.008	)
Number of common shares outstanding			11,060,000			11,060,000			11,060,000			11,060,000

        See Note 10 for Cumulative statement of operations since inception

The accompanying notes are an integral part of these financial statements

Newtech Resources Ltd.
(a development stage company)
(a Nevada Corporation)
Unaudited Interim Statement of Cash Flow
For the 9 months ended May 31, 2002 and May 31, 2001
(in U.S. Dollars)

		2002			2001
Operating activities -
Net loss for the period		$	(197,466	)	$	(90,010	)
Adjustments to reconcile net loss to net cash used by operating activities Changes in operating assets and liabilities:
Increase in accounts payable and accrued liabilities			80,040			(28,300	)
Net cash used in operations			(117,426	)		(118,310	)
Financing activity -
Advances from shareholders			200,000			140,000
Cash provided by financing activity			200,000			140,000
Change in cash during the period			82,574			21,690
Cash, beginning of period			86,690			—
Cash, end of period		$	169,264		$	21,690
Supplemental Disclosures of Cash Flow Information Cash paid during the period for:
	Interest	$	—		$	—
	Income taxes	$	—		$	—

The accompanying notes are an integral part of these financial statements

Newtech Resources Ltd.
(a development stage company)
(a Nevada company)
Notes to Unaudited Interim Financial Statements
May 31, 2002

1. Operations

The company was organized under the laws of the state of Nevada on July 28, 1998. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States.

The accompanying unaudited financial statements have been prepared by Newtech Resources Ltd., in accordance with the rules and regulations of the U.S. Securities and Exchange Commission for interim financial statements. Accordingly, certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management of the company, the unaudited financial statements reflect all adjustments consisting only of normal recurring adjustments, necessary for a fair presentation of the company's financial position at May 31, 2002, its operating results for the three months and nine months ended May 31, 2002 and 2001 and cash flows for the nine months ended May 31, 2002 and 2001.

The balance sheet at August 31, 2001, has been derived from the company's audited financial statements as of that date. These financial statements and the notes should be read in conjunction with the company's audited consolidated financial statements and notes thereto contained in the company's Form 10-SB and its amendments filed with the U.S. Securities and Exchange Commission.

The results of operations for the nine months ended May 31, 2002 are not necessarily indicative of the results that may be expected for future quarters or the year ended August 31, 2002.

2. Restatement of Financial Statements

On June 25, 2002, the Company restated its balance sheet, statement of operations, cash flows, and shareholders equity for the year ended August 31, 2001 and 2000, and the 3 month and 6 month periods ended November 30, 2001 and February 28, 2002 to correct an error in application of accounting principles. The error related to the accounting for the option/license agreement and license fee payable on the balance sheet and the payments towards the license fee payable. The payments made to Kaizen Food Corporation have now been expensed as research costs and the intangible asset and license fee payable have been removed from the balance sheet. The net effect of the change was to increase the net loss for the company by $40,000 ($.004 per share) for the year ended August 31, 2001; $20,000 ($.002 per share) for the year 3 months ended November 30, 2001 and $16,000 ($.001 per share) for the 3 months ended February 28, 2002; and $36,000 ($.003 per share) for the 6 months ended February 28, 2002. The cumulative effect is to increase net loss and deficit of the Company by $76,000 ($.007 per share).

In addition, the assets of the company were reduced by $2,040,000 as at August 31, 2000, August 31, 2001, November 30, 2001 and February 28, 2002 and the liabilities of the company were reduced by $2,040,000 at August 31, 2000, $2,000,000 at August 31, 2001, $1,980,000 at November 30, 2001 and $1,964,000 at February 28, 2002. As well, cash used in investing and financing activities on the statement of cash flow was adjusted by $2,040,000 at August 31, 2000; cash provided by financing activities was adjusted by $40,000 at August 31, 2001, by $20,000 for the three months ended November 30, 2001 and $36,000 for the six months ended February 28, 2002.

3. Significant accounting policies

(a)

Use of estimates
The preparation of these financial statements in conformity with generally accepted accounting

principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as at the date of the financial statements, the reported revenues and expenses during the reporting periods and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.

(b)

Loss per share
The company reports loss per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, earnings per share, which requires the reporting of both basic and diluted earnings per share. Net loss per share-basic is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Because the company has no common stock equivalents, no difference exists between basic and diluted earnings per share.



(c)

Income taxes
The company follows the policies of SFAS No 109, Accounting for Income taxes which requires use of the asset and liability method of accounting for income taxes. Under this method, future income taxes are recognized for the future tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Future income tax assets are evaluated and if realization is not considered "more likely than not", a valuation allowance is provided.



(d)

Research and development
Research expenses are charged to income in the year that they are incurred. Research costs of $25,000 (2001—$nil) and $61,000 (2001-$nil) was expensed for the 3 month period and 9 month period ended May 31, 2002 respectively.



(e)

Financial instruments
The fair values of the financial instruments approximate their carrying value.

Financial instruments which potentially subject the company to concentration of credit risk consist of cash deposits.

Cash balances are held principally at one financial institution and, may at times, exceed insurable amounts. The company believes it mitigates its risk by investing in or through major financial institutions. Recoverability is dependent upon the performance of the institution.

4. License Fee.

The Company acquired from Kaizen Food Corporation, the exclusive North American rights to market, sell and distribute technology referred to as "Modified Cystatins". As condition of the license agreement, the Company is to pay cash or arrange financing in the amount of $40,000 on June 30, 2001 and an additional $2,000,000 on June 30, 2004 with payments to be applied to research costs. The Company is required to make quarterly royalty payments of 8% of sales with minimum annual royalty payment of $30,000 with payments to be applied to research costs.

5. Short term borrowings

	May 31, 2002		August 31, 2001
Notes payable to shareholders,
Bearing interest at a rate of 10%	$	460,000	$	260,000

The notes payable to a shareholders are due on December 31, 2002, and bears interest at 10% per annum.

6. Share capital

In July 1998, the company issued 2,750,000 shares of its common stock to its initial shareholders for cash consideration of $2,750 ($0.001 per share).

In February 1999, the company issued 8,250,000 shares of its common stock for cash consideration of $82,500 ($0.01 per share)

In March 1999, the company issued 60,000 shares of its common stock for cash consideration of $150,000 ($ 2.50 per share)

There are no warrants or options to purchase common stock as at February 28, 2002.

7. Related party transactions and management services

Joist Management Ltd. is related by management contract to provide administrative and general office services to the company. None of the shareholders, officers or directors of Joist Management Ltd. are shareholders of Newtech Resources Ltd. The company paid management fees of $90,000 and $90,000 for the six months ended May31, 2002 and May31, 2001, respectively.

8. Going Concern

The company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the company to continue as a going concern. Management's plan in this regard is to seek additional funding through equity and/or debt and upon achievement of scale-up to commercial production levels, commencing sales. Initially these sales will be made to markets, such as research laboratories, where FDA approval is not required. The operating expenses of the company are expected to be lower with the reduction of startup costs associated with legal, accounting and consulting.

9. Commitments and Contingencies

The company's office space is provided to it on a month to month basis by its management company and is included in its management fee.

10. Cumulative statement of operations since inception

The following supplemental information is provided related to the cumulative statement of operations since inception.

Expenses
Audit and accounting	$	3,000
Bank charges		200
Filing and registration		6,614
Interest income		(3,700	)
Interest expense		26,925
Legal		23,226
Management fees		469,171
Research		101,000
Total		626,436

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PART I—FINANCIAL INFORMATION
PART II—OTHER INFORMATION
SIGNATURES
Newtech Resources Ltd. (a development stage company) (a Nevada Corporation) Interim Balance Sheet As at May 31, 2002 and August 31, 2001 (in U.S. Dollars)
Newtech Resources Ltd. (a development stage company) (a Nevada Corporation) Unaudited Interim Statement of Operations For the 3 months and 9 months ended May 31, 2002 and May 31, 2001 (in U.S. Dollars)
Newtech Resources Ltd. (a development stage company) (a Nevada Corporation) Unaudited Interim Statement of Cash Flow For the 9 months ended May 31, 2002 and May 31, 2001 (in U.S. Dollars)
Newtech Resources Ltd. (a development stage company) (a Nevada company) Notes to Unaudited Interim Financial Statements May 31, 2002