10-Q 1 v00787_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: September 30, 2003 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 October 31, 2003, 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

~~TABLE OF CONTENTS~~ PART I - FINANCIAL INFORMATION....................................................................................1 ITEM 1. FINANCIAL STATEMENTS................................................................................1 Consolidated Balance Sheets..............................................................................1 Consolidated Statements of Operations....................................................................2 Consolidated Statements of Cash Flows....................................................................3 Notes to Consolidated Financial Statements...............................................................4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............10.9 Overview................................................................................................11 Results of Operations...................................................................................1312 Three ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2003 ~~compared~~Compared ~~with~~With ~~the~~The ~~three~~Three ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2002...........~~..........13~~12 ~~Six~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2003 ~~compared~~Compared ~~with~~With ~~the~~The ~~six~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2002.............~~............15~~14 Liquidity and Capital Resources.........................................................................16 Cash Flows..............................................................................................1716 Recent Financial Accounting Standards Board Statements..................................................17 Special Note Regarding Forward-Looking Statements.......................................................1817 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........................................1918 ITEM 4. CONTROLS AND PROCEDURES.............................................................................1918 PART II -- OTHER INFORMATION....................................................................................20.19 ITEM 1. LEGAL PROCEEDINGS...................................................................................2019 ITEM 2. CHANGES IN SECURITIES...............................................................................2120 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................................................2120 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................................2120 ITEM 5. OTHER INFORMATION...................................................................................2221 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................................2221 SIGNATURES..................................................................................................2322 CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002......................................2423 CERTIFICATION PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002.......................................2524 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT ~~OF 2002~~OF2002.....................................................................~~........................................26~~25 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002....................................................................~~.........................................27~~26

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

~~CELL~~September ~~TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS June~~ 30, December 31, 2003 2002 ------------- ------------~~----~~ (Unaudited) ASSETS CURRENT ASSETS Receivables $ ~~189~~703,~~139~~850 $ 372,011 Current portion of inventories 2,300,000 2,300,000 Prepaid expenses ~~289~~414,~~397~~075 586,662 ------------- -----------~~-----~~ 3,417,925 3,258,673 LONG-TERM INVENTORIES, net of current portion 32,~~295~~892,~~845~~768 3,824,298 PROPERTY AND EQUIPMENT, net of accumulated depreciation 63,~~383~~859,~~212~~517 6,801,389 PROPERTY AND EQUIPMENT IDLE, net ~~701~~153,~~287~~322 1,382,570 OTHER ASSETS ~~360~~351,~~395~~712 546,846 ------------- -----------~~-----~~ Total assets $ 1310,~~519~~675,~~275~~244 $ 15,813,776 ============= ===========~~=====~~ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank overdraft $ ~~554~~602,~~885~~662 $ 468,008 Accounts payable ~~761~~776,~~338~~142 594,329 Commissions payable ~~899~~911,~~535~~994 970,315 Sales taxes payable 5768,~~908~~079 69,797 Accrued payroll and related liabilities ~~338~~272,~~518~~991 291,140 Other accrued expenses ~~816~~1,~~615~~010,017 1,848,070 Current portion of long-term debt 2,~~550~~471,~~600~~474 2,872,145 Related party payable ~~573~~703,~~002~~550 427,767 ------------- -----------~~-----~~ Total current liabilities 6,~~552~~816,~~401~~909 7,541,571 ------------- -----------~~-----~~ LONG-TERM LIABILITIES Long-term debt, net of current portion (Note 5) ~~782~~641,~~262~~240 1,019,920 ~~Other long~~-~~term liabilities 50,000~~ - ---------~~----~~ -----------~~-----~~ Total liabilities 7,~~384~~458,~~663~~149 8,561,491 ------------- -----------~~-----~~ COMMITMENTS AND CONTINGENCIES (Note 6) STOCKHOLDERS' EQUITY Series A convertible preferred stock - no par value; 4,175,000 shares authorized; none issued and outstanding in 2003 and 2002 - - Series B convertible preferred stock - no par value; 800,000 shares authorized; none issued and outstanding in 2003 and 2002 - - Undesignated preferred stock - no par value; 1,825,000 shares authorized; none issued and outstanding in 2003 and 2002 - - Common stock - $.01 par value; in 2003 and 2002, 50,000,000 shares authorized, 13,974,087 and 10,640,895 shares issued and outstanding 139,741 106,409 Additional paid-in capital 2,891,224 2,299,696 Retained earnings 3186,~~103,647~~130 4,846,180 -----------~~---~~ -----------~~----~~ Total stockholders' equity 63,~~134~~217,~~612~~095 7,252,285 ------------- -----------~~-----~~ Total liabilities and stockholders' equity $ 1310,~~519~~675,~~275~~244 $ 15,813,776 ============= ===========~~=====~~ 1See accompanying notes to consolidated financial statements.

1 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

~~CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS~~ For the ~~Six~~Nine Months Ended For the Three Months Ended ~~June~~September 30, ~~June~~September 30, ----------------------------~~---~~ ----------------------------~~-------~~ 2003 2002 2003 2002 ------------- ------------- ------------~~------~~ ------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUE $ 1117,~~600~~052,~~925~~013 $ 1320,~~860~~311,~~819~~470 $ 5,~~667~~451,~~933~~089 $ 6,~~755~~450,~~115~~651 COST OF SALES 35,~~628~~375,~~427~~804 38,~~967~~712,~~740~~277 1,~~762~~747,~~165~~377 14,~~955~~744,~~816~~537 ------------- ------------- ------------~~------~~ ------------- GROSS PROFIT 711,~~972~~676,~~498~~209 911,~~893~~599,~~079~~193 3,~~905~~703,~~768~~712 41,~~799~~706,~~299~~114 COMMISSIONS 47,~~896~~216,~~457~~020 69,~~380~~326,~~258~~815 2,~~361~~320,~~022~~163 32,~~053~~819,~~187~~479 ------------- ------------- ------------~~------~~ ------------- GROSS PROFIT AFTER COMMISSIONS 34,~~076~~460,~~041~~189 32,~~512~~272,~~821~~378 1,~~544~~383,~~746~~549 (1,~~746~~113,~~112~~365) SHIPPING AND HANDLING EXPENSES ~~747~~1,~~012~~107,091 ~~742~~1,~~024~~141,638 ~~363~~360,~~408~~080 ~~359~~399,~~088~~614 SELLING EXPENSES 23,~~182~~135,~~396~~426 12,~~941~~794,~~493~~344 1952,~~072,359~~429 ~~990~~979,~~060~~929 RESEARCH AND DEVELOPMENT ~~105~~150,~~724~~664 82131,~~143~~601 4644,~~165~~940 4649,~~263~~458 GENERAL AND ADMINISTRATIVE 1,~~112~~720,~~159~~329 ~~610~~1,~~051~~027,835 ~~633~~608,~~271~~170 ~~348~~417,~~213~~784 ASSET ~~WRITE-DOWN~~IMPAIRMENT ~~528~~CHARGE 2,728,632 - ~~528~~2,~~632~~200,000 - ------------- ------------- ------------~~------~~ ------------- OPERATING ~~INCOME~~LOSS (~~LOSS~~4,381,953) (12,~~599~~823,~~882~~039) ~~137,110~~ (12,~~099~~782,~~089~~070) (2,~~488~~960,149) OTHER INCOME ~~133~~(EXPENSE) 106,~~386~~235 ~~120~~162,~~185~~878 (3327,~~083~~152) 9842,~~588~~693 INTEREST EXPENSE (~~276~~384,~~037~~332) (95149,~~735~~543) (~~111~~108,~~310~~295) (4853,~~589~~808) ------------- ------------- ------------~~------~~ ------------- NET ~~INCOME (~~LOSS) $ (14,~~742~~660,~~533~~050) $ ~~161~~(2,~~560~~809,704) $ (12,~~243~~917,~~482~~517) $ 52(2,~~487~~971,264) ============== ============== ============~~======~~ ============== BASIC AND DILUTED ~~INCOME (~~LOSS) PER SHARE $ (0.1333) $ (0.0122) $ (0.0921) $ (0.0123) ============== ============== ============~~======~~ ============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING USED TO CALCULATE BASIC AND DILUTED LOSS PER SHARE 13,~~790~~953,~~519~~573 12,~~467~~645,~~534~~653 13,~~790~~947,~~519~~826 12,~~467~~959,~~534~~649 ============== ============== ============~~======~~ ==============

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

~~CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS~~ For the ~~Six~~Nine Months Ended ~~June~~September 30, --------------------------~~-------~~ 2003 2002 -----------~~---~~ ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net ~~income (~~loss) $ (14,~~742~~660,~~533~~050) $ ~~161~~(2,~~560~~809,704) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization ~~519~~780,~~966~~083 ~~580~~844,~~277~~224 Reserve for potentially unsaleable inventories - 3,100,000 Impairment of fixed assets and intangibles ~~528~~2,728,632 - Loss on sale of fixed assets 90,~~498~~593 3,381 Changes in assets and liabilities: Receivables ~~182~~129,~~872~~007 5059,~~577~~926 Inventories ~~528~~931,~~453~~530 ~~631~~432,~~155~~643 Prepaid expenses ~~297~~193,~~265~~992 ~~201~~87,~~901~~672 Other assets ~~186~~193,~~451~~707 (28301,~~473~~845) Accounts payable ~~167~~181,~~009~~813 ~~(367~~49,~~122)~~652 Commissions payable (7058,~~780~~321) (93233,~~327~~009) Sales tax payable (111,~~889~~718) (1210,~~569~~399) Accrued payroll and payroll related liabilities ~~47,378~~ (1418,~~400~~149) 96,301 Other accrued expenses (~~356~~213,~~595~~194) ~~102~~(197,~~560~~670) -----------~~---~~ ------------- Net cash provided by operating activities ~~366~~277,~~727~~925 1,~~215~~121,~~520~~172 -----------~~---~~ ------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (64112,~~724~~700) (~~162~~193,~~417~~868) Proceeds from disposals of equipment 75203,~~116~~688 700 Additions to construction in progress ~~(50,028)~~- (167,066) -----------~~---~~ ------------- Net cash ~~used~~provided ~~for~~by investing activities ~~(39~~90,~~636)~~988 (~~328~~360,~~783~~234) -----------~~---~~ ------------- CASH FLOWS FROM FINANCING ACTIVITIES Bank overdraft 86134,~~877~~654 (~~567~~662,~~373~~097) ~~Net~~Payments ~~payments~~on line of credit (126,600) Payments on long-term debt (~~559~~652,~~203~~750) (~~145~~1,~~311~~847,195) Proceeds from debt financing - 2,100,000 Net proceeds ~~from~~(repayments of) related party debt ~~145~~275,~~235~~783 (~~174~~351,~~053~~646) -----------~~---~~ ------------- Net cash used for financing activities (~~327~~368,~~091~~913) (~~886~~760,~~737~~938) -----------~~---~~ ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - CASH AND CASH EQUIVALENTS, beginning of year - - -----------~~---~~ ------------- CASH AND CASH EQUIVALENTS, end of period $ - $ - ===========~~=====~~ ===========~~===~~ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ ~~276~~341,~~037~~904 $ 79128,~~075~~583 ===========~~=====~~ ===========~~===~~ NON-CASH ~~FLOW~~ TRANSACTIONS ~~Par~~Accrued ~~value~~liability offor ~~accrued~~ penalty shares ~~issued:~~was $settled ~~33,332~~during $the -quarter ~~Additional~~ended ~~paid-in~~June ~~capital~~30,2003 ~~related~~by toissuing ~~accrued~~3,333,192 ~~penalty~~ shares ~~issued~~of common stock valued at $624,860 ~~591~~$ 624,~~528~~860 $ - ~~Decrease~~Receivables from the auction sale of fixed assets reported in ~~other~~Receivables ~~accrued~~and Prepaid expenses ~~for~~at ~~accrued~~September ~~penalty~~30, ~~shares~~2003 ~~issued~~of $ ~~(624~~460,~~860)~~846 and $21,404 -respectively 482,250 ===========~~=====~~ ===========~~=== 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 distributor 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 and 10-K/A for the year ended December 31, 2002. GOING CONCERN During 2002, we were able to obtain new financing that allowed us to repay the borrowings under the former line of credit. As of September 30, 2003, we are in compliance with the loan covenants under the new loan agreement. Additionally, management has introduced several new products and advertising campaigns in order to increase revenues and reverse the trend of net losses in the first nine months of 2003 and prior years. Although management believes that it has made progress during the first nine months of 2003 on issues affecting our ability to continue as a going concern, we have experienced recurring net losses and have negative working capital at September 30, 2003. 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, 2002, our independent certified 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. 4 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) BASIS OF CONSOLIDATION Our accompanying consolidated financial statements include our accounts and our subsidiary, NAC. We have eliminated Intercompany transactions and balances on consolidation. 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. It discloses 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. SALES INCENTIVES The Emerging Issues Task Force ("EITF") has issued EITF Issue No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products" and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products," which provide guidance on accounting for and 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 as evidenced by downline growth and sales volume and accordingly classify these expenses as a cost, rather than as 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 three 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. Subsequently, on September 23, 2003 we held an auction at which most of the identified equipment was sold at near its recorded value. The Company continues to actively market the remaining idle equipment. 5 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Subsequent to the three months ended September 30, 2003, we determined that a building that had previously been used for harvest processing would no longer being utilized to the extent previously determined. We have determined that the asset is impaired and accordingly, we have recorded an impairment charge of $2.2 million and have written the asset down to its estimated fair value. RECLASSIFICATIONS We have reclassified certain prior period amounts to conform to the current period presentation. NOTE 2 - INVENTORIES Inventories consist of the following:

~~Six~~September ~~Months Ended June~~ 30, ~~Three~~December ~~Months Ended June 30~~31, ~~---------------------------------~~(unaudited) ~~----------------------------------~~ 2003 2002 ~~2003 2002~~ ------------~~---~~ ------------~~---~~ ~~---------------~~Work ~~----------------~~in ~~REVENUE~~progress ~~100.0~~$ ~~% 100.0 % 100.0 % 100.0 % COST OF SALES 31.3 28.6 31.1 29.0 --------------- --------------- --------------- ---------------- GROSS PROFIT 68.~~7,669,503 ~~71.4~~$ ~~68.~~9,520,527 ~~71.0~~Finished ~~COMMISSIONS~~goods ~~42.2~~475,841 ~~46.0~~588,586 ~~41.7~~Sales ~~45.2~~aids ~~---------------~~16,762 ~~---------------~~15,185 ------------~~---~~ ------------~~----~~ ~~GROSS PROFIT AFTER COMMISSIONS 26.5 25.4 27.2 25.~~8,162,106 ~~SHIPPING~~10,124,298 ~~AND~~Less ~~HANDLING~~reserve ~~EXPENSES~~for ~~6.4~~potentially ~~5.4~~unsaleable ~~6.4~~inventories ~~5.3 SELLING EXPENSES 18.8 14.0 18.9 14.6 RESEARCH AND DEVELOPMENT 0.9 0.6 0.8 0.7 GENERAL AND ADMINISTRATIVE 9.6 4.4 11.~~(2,969,338) ~~5.2 ASSET WRITE-DOWN~~ (4.6,000,000) - ~~9.3~~ - ----------~~-----~~ ------------~~---~~ ~~---------------~~5,192,768 ~~---------------- OPERATING INCOME (LOSS) (13.8) 1.0 (19.4) - OTHER INCOME 1.1 0.9 (0.~~6),124,298 ~~1.5~~Less ~~INTEREST~~current ~~EXPENSE~~portion (2.4,300,000) (~~0.7) (~~2.0,300,000) ~~(0.7)~~ ------------~~---~~ ------------~~---~~ ~~---------------~~$ ~~---------------- NET INCOME (LOSS) BEFORE TAXES (15.0) 1.~~2,892,768 ~~(21.9)~~$ ~~0.8~~3,824,298 ~~INCOME TAX BENEFIT - - - - --------------- --------------- --------------- ---------------- NET INCOME (LOSS) (15.0 ) 1.2 (21.9) 0.8~~ ============~~===~~ ============~~=== =============== ================~~

Certain of our inventory is 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. We have established reserves of $2,969,338 and $4,000,000 at September 30, 2003 and December 31, 2002, respectively. 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 13,953,573 and 12,645,653 shares for the nine months ended September 30, 2003 and 2002, respectively and 13,947,826 and 12,959,649 for the three months ended September 30, 2003 and 2002, 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, FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity, and requires that those instruments be classified as liabilities in the balance sheets. Previously, many of those financial instruments were classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on its results of operations and financial condition. 6 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES In January 2003, FASB issued Financial Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements" to those entities defined as "Variable Interest Entities" (more commonly referred to as special purpose entities) in which equity investors do not have the characteristics of a "controlling financial interest" or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to all Variable Interest Entities created after January 31, 2003 and by the beginning of the first interim or annual reporting period commencing after June 15, 2003 for Variable Interest Entities created prior to February 1, 2003. On October 9, 2003, the FASB issued FASB Staff Position 46-6 ("FSP 46-6") deferring the effective date for applying the provisions of FIN 46 for public entities with variable interests in entities created before February 1, 2003, until the end of the first interim or annual period ending after December 15, 2003. The Company has no variable interests in entities. 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 would not declare a default until June 30, 2003, when the entire principal would be due. La Jolla Loans extended the forbearance period to June 30, 2004 by our payment of a $75,000 renewal fee. Interest of $23,023 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 of the minimum monthly interest payments in excess of $23,023. The outstanding principal balance at September 30, 2003 was $1,973,400. The Company is in compliance with all loan covenants as of September 30, 2003. 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 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 7 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES 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 do not believe that the proposed refund to California customers will be in an amount that would have a material adverse impact on our business and financial position. NOTE 6 - CONTINGENCIES (CONTINUED) On February 19, 2002, Daryl Kollman 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 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. 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 Kollman, one of our principal shareholders, 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. Mr. Kollman makes two claims against us. First, Mr. Kollman alleges that we breached an agreement to register our stock for public sale and seeks damages of an amount he must prove at trial, but not less than $9,282,000. Second, Mr. Kollman claims that we conspired with Marta C. Carpenter (formerly known as Marta C. Kollman), a principal stockholder and our President, Chief Executive Officer and one of our directors; Donald P. Hateley, our Chairman of the Board of Directors; and others to prevent the registration of Mr. Kollman's stock and to cause other financial injury to him. As a result, Mr. Kollman seeks no less than $32,931,976 against the defendants. Mr. Kollman also seeks millions of dollars in damages on his own behalf and on behalf of us against Marta Carpenter, Mr. Hateley and others based on a variety of legal theories. We intend to vigorously defend the direct claims asserted in this lawsuit, and we have filed a motion to disqualify Mr. Kollman as a proper plaintiff for the derivative claims, which motion is currently pending. 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. 8 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES NOTE 6 - CONTINGENCIES (CONTINUED) LIEN ON COMPANY STOCK Our stock owned by Daryl Kollman and Marta C. Carpenter 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 Mr. Kollman and Ms. Carpenter. Mr. Kollman and Ms. Carpenter retain voting power over the stock held in trust. Mr. Kollman and Ms. Carpenter 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 Mr. Kollman or Ms. Carpenter 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 Mr. Kollman and Ms. Carpenter's tax liabilities. The IRS has subordinated its lien in favor of our lender for receivable loans, advances and inventory loans, term loans, and equipment acquisition loans. 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 due to Mr. Kazi on March 31, 2003. During the third quarter of 2003, an additional liability was recognized under the agreement in the amount of $26,586 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 additional expense for the three months ended September 30, 2003 was $26,586 and 288,979 shares and 288,979 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; 9 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES 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, 2002. 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. During 2002, we were able to obtain new financing that allowed us to repay the borrowings under the former line of credit. As of September 30, 2003, we are in compliance with the loan covenants under the new loan agreement. Additionally, management has introduced several new products and advertising campaigns in order to increase revenues and reverse the trend of net losses in the first nine months of 2003 and prior years. Although management believes that it has made progress during the first nine months of 2003 on issues affecting our ability to continue as a going concern, we have experienced recurring net losses and have negative working capital at September 30, 2003. 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, 2002, our independent certified public accountants included an explanatory paragraph expressing substantial doubt about the company's 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 were 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 nine months ended September 30, 2003 compared to the same period in 2002. 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. 10 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES OVERVIEW We develop and distribute products made with Aphanizomenon flos-aquae (trade name Super Blue Green(R) Algae, "SBGA") through a network of independent distributors. We currently offer 40 different products intended to appeal to health-conscious consumers. We divide our products into six product lines: Daily Health Maintenance, Digestive Health, Defensive Health, Powdered Drinks and Snacks, Animal and Plant Food and Personal Care. We harvest SBGA and manufacture some of our products at our production facilities in Klamath Falls, Oregon. We are a multi-level marketing organization. Independent distributors make up our sales force. We market our products through our distributors in all 50 states, the District of Columbia, Guam, Puerto Rico, American Samoa, the Virgin Islands and Canada. We encourage our distributors to recruit new distributors into our network. We place recruited distributors beneath the recruiting distributor in our network of distributors. We pay our distributors commissions based on their personal sales and the sales of distributors beneath them. We assist distributors in establishing their own businesses and provide them with support programs such as audio and videotapes for training, seminars and an annual convention at our headquarters. We have approximately 35,608 active distributors as of September 30, 2003 compared to approximately 43,393 active distributors as of September 30, 2002. Active distributors are those who have purchased products in the last six months. Our loss per share was $0.33 for the nine months ended September 30, 2003 compared to a net loss of $0.22 per share for the same period in 2002. We primarily relate the net loss for the nine months ended September 30, 2003 of $4,660,050 to a decrease in revenue without corresponding decreases in administrative costs and selling expenses. Additionally, the asset impairment charge of $2,728,632 contributed to the loss. 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 plants are subject to variation due to environmental conditions. The volume of annual harvests varies 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 utilize significant amounts of equipment in our operations to harvest and process blue-green algae from Klamath Lake. During 2001, we developed an alternative method of harvesting algae from Klamath Lake that yields raw algae at a lower total cost for the quantity harvested than the previous harvest method at the A Canal site. As a result, we have taken out of service certain equipment previously used to harvest algae from the canal site. We have written-off equipment taken out of service that we cannot remove from the canal site and has no other use. We had an auction in September 2003 where most of the remaining idle equipment was sold. We continue to review our property and equipment offered for sale and if we cannot realize any portion of the carrying value, we make adjustments to reduce the carrying value to its fair value. Due to the nature of auction sales, we anticipated the potential decrease in value by writing off an additional $528,632 in equipment values during the second quarter of 2003. Subsequent to the three months ended September 30, 2003, we determined that a building that had been used for harvest processing would no longer be utilized to the extent previously determined. We have determined that the asset is impaired and accordingly, we have recorded an impairment charge of $2.2 million in the third quarter 2003 and have written the asset down to its estimated fair value. We also regularly review property and equipment used in our operation and test for impairment if conditions indicate we may not recover the carrying value of the property and equipment. If we determine that we will not recover the carrying value and that assets are impaired, we adjust the 11 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES carrying value through a valuation allowance. The decision to write down a portion of the carrying value of property and equipment used in our operations or offered for sale could have a significant adverse effect on our operating results. SALES INCENTIVES The Emerging Issues Task Force ("EITF") has issued EITF Issue No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products" and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products," which provide guidance on accounting for and 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 as evidenced by downline growth and sales volume and accordingly classify these expenses as a cost, rather than as a reduction of revenue. 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 SEPTEMBER 30, 2003 COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2002 Net sales for the three months ended September 30, 2003 were $5,451,089, a decrease of $999,562, or 15.5% from net sales of $6,450,651 for the three months ended September 30, 2002. We directly relate the decrease in sales to a 22.1% decrease in orders for the same period. Average order size increased to $126 12 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES from $118 over the same period. The average number of distributors for the three months ended September 30, 2003 decreased to 34,978, which was 18.0% lower than the average of 42,635 distributors for the three months ended September 30, 2002. We make sales of our 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 67.9% of net sales during the three months ended September 30, 2003 from 26.4% of net sales during the three months ended September 30, 2002. This increase was due primarily to a non-recurring write-down of inventory values of $3,100,000 during the third quarter of 2002. Gross profit after commissions represents gross profit less commission expense. Commission expense for the three months ended September 30, 2003 and 2002 were $2,320,163 and $2,819,479, respectively, a decrease of $499,316 or 17.7%. We are a multi-level marketing organization. Distributors make up our sales force. Distributors buy algae products for their own consumption and they actively recruit other distributors into our network. Distributors are paid commissions based upon their personal sales volumes and the sales of distributors beneath them in their network. Commission expense as a percentage of sales during the three months ended September 30, 2003 and 2002 were 42.6% and 43.7%, respectively. The decrease in the expense as a percentage of sales is due primarily to several minor changes in the commission plan during the first half of 2003. Operating expenses include shipping and handling expenses, selling expenses, research and development expenses, general and administrative expenses and impairment expense. In total, operating expenses increased $2,318,834 or 126% to $4,165,619 for the three months ended September 30, 2003 from $1,846,785 for the three months ended September 30, 2002. We discuss the components of operating expenses for the three months ended September 30, 2003 and 2002 below. o Shipping and handling expenses decreased $39,534 or 9.9%, to $360,080 in 2003 from $399,614 in 2002. The decrease was due to a decrease in freight expense of $50,800 in 2003. Shipping and handling expenses as a percent of net sales increased to 6.6% for the three months ended September 30, 2003 from 6.2% for the three months ended September 30, 2002. o Selling expenses includes order operator and distributor services expenses, marketing and promotion expenses, and the expenses of the Office of the President and CEO. Selling expenses decreased $27,500 between 2003 and 2002 to $952,429 from $979,929. This decrease was primarily due to a decrease in the credit card merchant fees of $28,000, which was a result of a decrease in number of orders and revenue. Selling expenses as a percent of net sales were 17.5% for the three months ended September 30, 2003 and 15.2% of sales for the three months ended September 30, 2002. The increase in selling expenses as a percentage of sales increased because of the fixed nature of certain expenses coupled with the decrease in revenue. o Research and development expenses decreased to $44,940 during the three months ended September 30, 2003 from $49,458 during the same period in 2002, which constituted 0.8% and 0.8% of net sales, respectively. o General and administrative expenses increased by $190,386, or 45.6%, between 2003 and 2002 to $608,170 from $417,784. For the three months ended September 30, 2003, general and administrative expenses averaged 11.2% of sales while they were 6.5% of sales for the three months ended September 30, 2002. The increase between 2003 and 2002 is primarily attributable to an increase in legal fees and costs of $142,000, and an increase in loss on sale of fixed assets. o Asset impairment charge expense increased to $2,200,000 for the three months ended September 30, 2003 from no related expense in the three months ended September 30, 2002. This is the result of the write down of the canal harvest site building in 2003. 13 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES Other income (expense) decreased by $69,845 to a net expense of $27,152 for the three months ended September 30, 2003 from income of $42,693 for the three months ended September 30, 2002 due primarily to a decrease in management fees charged to Klamath Cold Storage, Inc. of $58,000 after it ceased active operations. Net interest expense increased to $108,295 for the three months ended September 30, 2003 from $53,808 for the three months ended September 30, 2002. This increase was due primarily to interest charges recorded in connection with the settlement of vendor litigation and the resulting note payable. Net interest expense represented 2.0% and 0.8% of sales for each of the three months ended September 30, 2003 and 2002, respectively. Net loss decreased by $53,747 resulting in a loss of $2,917,517 for the three months ended September 30, 2003 from net loss of $2,971,264 for the comparable period in 2002. As a percentage of net sales, net loss increased to a net loss of 51.0% of revenue from a net loss of 46.1% of revenue for the comparable period in 2002. The decrease in net loss was due primarily to the $3,100,000 charge to income in the third quarter of 2002 for inventory valuation that did not recur in 2003 that was offset by lower sales revenue in 2003, increases in certain operating expenses, and an asset impairment charge of $2,200,000. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 2002 Net sales for the nine months ended September 30, 2003 were $17,052,013, a decrease of $3,259,457 or 16.0% from net sales of $20,311,470 for the nine months ended September 30, 2002. We directly relate the decrease in sales to an 19.9% decrease in orders for the same period. Average order size increased to $124 from $120 over the same period. The average number of distributors for the nine months ended September 30, 2003 decreased to an average of 36,304, which was 18% lower than the average of 44,528 distributors for the nine months ended September 30, 2002. We make sales of our 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 68.5% of net sales during the nine months ended September 30, 2003 from 57.1% of net sales during the nine months ended September 30, 2002. This increase was due primarily to the additional inventory valuation reserve of $3,100,000 recorded in the third quarter of 2002 that was not recurring in 2003. Additionally, continuing production and maintenance costs against a lower sales volume and our agreement with a vendor, which requires the payment of additional fees for use by us of another vendor to dry algae, resulted in a noninventoriable expense during the period of $238,260. Gross profit after commissions represents gross profit less commission expense. Commission expense for the nine months ended September 30, 2003 and 2002 were $7,216,020 and $9,326,815, respectively, a decrease of $2,110,795 or 22.6%. We are a multi-level marketing organization. Distributors make up our sales force. Distributors buy algae products for their own use or consumption and they actively recruit other distributors into our network. Distributors are paid commissions based upon their personal sales volumes and the sales of distributors beneath them in their network. Commission expense as a percentage of sales during the nine months ended September 30, 2003 and 2002 were 42.3% and 45.9%, respectively. The decrease in the expense as a percentage of sales is due primarily to the implementation of revisions to the commission system in June of 2002 and continued revisions in 2003. Operating expenses include shipping and handling expenses, selling expenses, research and development expenses and general and administrative expenses. In total, operating expenses increased $3,746,724 or 74% to $8,842,142 for the nine months ended September 30, 2003 from $5,095,418 for the nine months ended September 30, 2002. We discuss the components of operating expenses for the nine months ended September 30, 2003 and 2002 below. o Shipping and handling expenses decreased $34,547 or 3.0%, to $1,107,091 in 2003 from $1,141,638 in 2002. The decrease was due to a decrease in direct freight expense associated with reduced shipping 14 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES activity of $60,200 in 2003 partially offset by increases in payroll expenses of $13,100. Shipping and handling expenses as a percent of net sales increased to 6.5% for the nine months ended September 30, 2003 from 5.6% for the nine months ended September 30, 2002. o Selling expenses includes order operator and distributor services expenses, marketing and promotion expenses, and the expenses of the Office of the President and CEO. Selling expenses increased $341,082 between 2003 and 2002 to $3,135,426 from $2,794,344. This increase was primarily due to an increase in insurance for product liability of $118,500, an increase in promotional expenses of $228,100, and an increase in payroll expense of $35,100. We partially offset these increases by a decrease in the credit card merchant fees of $82,200. Selling expenses as a percent of net sales were 18.4% for the nine months ended September 30, 2003 and 13.8% of sales for the nine months ended September 30, 2002. The increase in selling expenses as a percentage of sales increased because of the fixed nature of certain expenses coupled with the decrease in revenue. o Research and development expenses increased 14.5% to $150,664 during the nine months ended September 30, 2003 from $131,601 during the same period in 2002, which constituted 0.9% and 0.6% of net sales, respectively. The increase related to an increase in payroll cost and laboratory testing. o General and administrative expenses increased by $692,494 between 2003 and 2002 to $1,720,329 from $1,027,835. For the nine months ended September 30, 2003, general and administrative expenses averaged 10.1% of sales while they were 5.1% of sales for the nine months ended September 30, 2002. The increase between 2003 and 2002 is primarily attributable to an increase in legal fees and costs of $497,000, increase in payroll costs of $59,000, increase in other professional fees of $41,000 and increase in loss on sale of assets of $83,000. o Asset impairment charge expense increased to $2,728,632 for the nine months ended September 30, 2003 from no related expense in the nine months ended September 30, 2002. During the first nine months of 2003 we wrote down $528,632 of equipment and $2,200,000 for buildings. The additional loss of value for the equipment we held for sale was due to the decision to sell the equipment at auction rather than wait for opportunity to sell the equipment on the open market. The building was written down to estimated fair market value after it was determined that it no longer could be used for its original purpose. Other income (expense) decreased by $56,643 to $106,235 for the nine months ended September 30, 2003 from $162,878 for the nine months ended September 30, 2002. This was due primarily to decreases in management fees charged to Klamath Cold Storage, Inc. of $80,000 after it ceased active operations and the termination of a vendor service agreement that resulted in income of $77,000 in 2002 that was not recurring in 2003. These decreases to other income were partially offset by an increase in miscellaneous income of $38,000 and decreases in miscellaneous expenses of $63,000. Net interest expense increased to $384,332 for the nine months ended September 30, 2003 from $149,543 for the nine months ended September 30, 2002. This increase was due primarily to interest charges recorded in connection with the settlement of the Oregon Freeze Dry litigation and the resulting note payable. Net Interest expense represented 2.3% and 0.7% of sales for each of the nine months ended September 30, 2003 and 2002, respectively. The net loss increased by $1,850,346 resulting in a loss of $4,660,050 for the nine months ended September 30, 2003 from a net loss of $2,809,704 for the comparable period in 2002. As a percentage of net sales, net loss increased by 10.9% for the nine months ended September 30, 2003 resulting in a net loss of 27.3% of revenue from net loss of 13.8% of revenue for the comparable period in 2002. The dollar increase was due to net sales decreasing by 16.0% and by the increase in operating costs of 74%, mainly as a result of asset impairment charges. 15 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES LIQUIDITY AND CAPITAL RESOURCES We had net losses of $3,497,387, $5,015,350 and $2,783,939 for the years ended December 31, 2002, 2001 and 2000, respectively and had a working capital deficit of $4,282,898 and $6,437,186 at December 31, 2002 and 2001, respectively. As a result, our independent certified 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 September 30, 2003 amounted to $3,398,984, which represents an increase in working capital of $883,914 from a working capital deficit of $4,282,898 as of December 31, 2002. At September 30, 2003, we had a bank overdraft of $602,662 versus a bank overdraft of $468,008 as of December 31, 2002. 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 by our payment of a $75,000 renewal fee. Interest of $23,023 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 of the minimum monthly interest payments in excess of $23,023. The outstanding principal balance at September 30, 2003 was $1,973,400. We were in compliance with all loan covenants as of September 30, 2003. We believe that our existing capital resources and bank borrowings are adequate to fund our operations for at least the next 12 months. 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 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 provided by operating activities for the nine months ended September 30, 2003 amounted to $277,925 compared to cash flows provided by operations of $1,121,172 for the nine months ended September 30, 2002. The decrease in cash flows generated by operations is primarily due to the increase in the net loss after accounting for non-cash items as compared to the prior year. This increase was partially offset by the net decrease in current assets largely as a result of the utilization of inventory during the first nine months of 2003. We did not harvest any alga during 2003 until after the third quarter of operations. Cash flows provided by investing activities for the nine months ended September 30, 2003 was $90,988, representing an increase of $451,222 from net cash used for investing activities of $360,234 for the nine months ended September 30, 2002. This was due to a decrease in equipment purchases and an increase in the cash proceeds from the sale of unused equipment during the nine months ended September 30, 2003. 16 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES Net cash flows used for financing activities was $368,913 for the nine months ended September 30, 2003 versus net cash used for financing activities of $760,938 during the nine months ended September 30, 2002. This change is principally due to net repayments of long-term debt of $779,350 partially offset by increases in the bank overdraft and related party debt. The decrease in long-term debt was due primarily to payments to a vendor and to the settlement with The Nature Conservancy. RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS In May 2003, FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity, and requires that those instruments be classified as liabilities in the balance sheets. Previously, many of those financial instruments were classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on its results of operations and financial condition. In January 2003, FASB issued Financial Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements" to those entities defined as "Variable Interest Entities" (more commonly referred to as special purpose entities) in which equity investors do not have the characteristics of a "controlling financial interest" or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to all Variable Interest Entities created after January 31, 2003 and by the beginning of the first interim or annual reporting period commencing after June 15, 2003 for Variable Interest Entities created prior to February 1, 2003. On October 9, 2003, the FASB issued FASB Staff Position 46-6 ("FSP 46-6") deferring the effective date for applying the provisions of FIN 46 for public entities with variable interests in entities created before February 1, 2003, until the end of the first interim or annual period ending after December 15, 2003. The Company has not identified any variable interests in entities. 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; 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 17 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES 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. Daryl Kollman and Marta C. Carpenter 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 Mr. Kollman and Ms. Carpenter's payment of their federal income tax liabilities for various specified years. Mr. Kollman and Ms. Carpenter will sell their shares as needed and allowed by federal and state securities laws to make quarterly payments to the Internal Revenue Service. Mr. Kollman and Ms. Carpenter retain all voting rights incident to their shares while a trust holds the shares. The Internal Revenue Service may seize Mr. Kollman and Ms. Carpenter's shares from the trust if Mr. Kollman and Ms. Carpenter 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 Mr. Kollman and Ms. Carpenter's tax liabilities as allowed by applicable law. ITEM 4. CONTROLS AND PROCEDURES (a) As of September 30, 2003, our Chief Executive Officer, or "CEO," and Chief Financial Officer, or "CFO," performed an evaluation of the effectiveness and the operation of our disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2003. (b) There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 18 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 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 do not believe that the proposed refund to California customers will be in an amount that would have a material adverse impact on our business and financial position. On February 19, 2002, Daryl Kollman filed two separate Notices of Claim of Lien upon Chattels against, NAC, Marta Carpenter, others and us, 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 Ms. 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, Ms. 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, as we do not need it to support our current operations. 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, 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 Kollman, one of our principal stockholders, 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. Mr. Kollman makes two claims against us. First, Mr. Kollman alleges that we breached an agreement to register our stock for public sale and seeks damages of an amount he has to prove at trial, but not less than $9,282,000. Second, Mr. Kollman claims that we conspired with Marta C. Carpenter (formerly known as Marta C. Kollman), a principal stockholder and our President, Chief Executive Officer and one of our directors; Donald P. Hateley, our Chairman of the Board of Directors; and others to prevent the registration of Mr. Kollman's stock and to cause other financial injury to him. As a result, Mr. Kollman seeks no less than $32,931,976 19 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES against the defendants. Mr. Kollman also seeks millions of dollars in damages on his own behalf and on behalf of us against Ms. Carpenter, Mr. Hateley and others based on a variety of legal theories. We intend to vigorously defend the direct claims asserted in this lawsuit and we have filed a motion to disqualify Mr. Kollman as a proper plaintiff for the derivative claims, which motion is currently pending. 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. 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 At our Annual Meeting of Stockholders on July 25, 2003, we submitted and, by vote, our stockholders approved the following actions: (1) Election of five directors; (2) Ratification of the Board's selection of BDO Seidman LLP as our independent certified public accountants; and (3) Approval of our 2000 Stock Incentive Plan. A total of 8,899,875 shares (approximately 63%) of the issued and outstanding shares of the Company were represented by proxy or in person at the meeting. Our stockholders voted these shares on the matters described above as follows: 1. For the directors as follows:

2. For the ratification of the Board's selection of BDO Seidman LLP as our independent certified public accountants as follows: NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES FOR AGAINST ABSTAINING/WITHHELD ------------------ -------------------- ----------------------- 8,886,485 3,390 0 3. For the ratification of the Board's approval of our 2000 Stock Incentive Plan as follows: NUMBER OF NUMBER OF SHARES SHARES NUMBER OF SHARES FOR AGAINST ABSTAINING/WITHHELD -------------------- ------------------- ------------------------ 8,884,116 5,575 184 20 CELL TECH INTERNATIONAL INCORPORATED AND SUBSIDIARIES 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. (31) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.1) Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Cell Tech International Incorporated* (31.2) Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Accounting Officer of Cell Tech International Incorporated* (32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (32.1) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Cell Tech International Incorporated* (32.2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Accounting Officer of Cell Tech International Incorporated* (b) Current Reports on Form 8-K None. * Filed herewith. 21 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 November 19, 2003 /s/ Marta C. Carpenter ------------------------------------- Marta C. Carpenter President and Chief Executive Officer 22

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