---

---

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB

|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended March 31, 2003                
|or                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission file number: 000-50146

---

NUCOTEC, INC.(Name of Small Business Issuer as specific in its Charter)

|Nevada(State or Other Jurisdiction of
Incorporation or Organization)                  |  | 94-3409645(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------- |  | ----------------------------------------------
|1080 S.E. 3rd Avenue, Ft. Lauderdale, Florida(Address of Principal Executive Offices) |  | 33316(Zip Code)                               
|Issuer's telephone number, including area code:(954) 356 8111                        
|N/A(Former name, former address and former fiscal year, if changed since last report)

---

Indicate
by check mark whether the issuer (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
periods 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

As
of April 24, 2003, the number of shares of Common Stock outstanding was 6,076,000.

Transitional
Small Business Disclosure Format (check one): Yes o    No ý

---

---

---

TABLE OF CONTENTS

|                             |  |                                                                                       |  | Page
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION |  | 1                                                                                    
|ITEM 1                       |  | FINANCIAL STATEMENTS                                                                  |  | 1   
|ITEM 2                       |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 7   
|ITEM 3                       |  | CONTROLS AND PROCEDURES                                                               |  | 9   
|PART IIOTHER INFORMATION    |  | 10                                                                                   
|ITEM 1                       |  | LEGAL PROCEEDINGS                                                                     |  | 10  
|ITEM 2                       |  | CHANGES IN SECURITIES                                                                 |  | 10  
|ITEM 3                       |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 10  
|ITEM 4                       |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 10  
|ITEM 5                       |  | OTHER INFORMATION                                                                     |  | 10  
|ITEM 6                       |  | EXHIBITS AND REPORTS ON FORM 8-K                                                      |  | 10  
|SIGNATURES                   |  | 11                                                                                   

---



PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

1

---

NUCOTEC, INC. AND SUBSIDIARY        CONSOLIDATED BALANCE SHEET  MARCH 31, 2003

|ASSETS                                |                                                                                                     
|------------------------------------- | ----------------------------------------------------------------------------------------------------
|Current assets:                       |                                                                                                     
|                                      | Cash                                                                                                
|                                      | Other current assets                                                                                
|                                      |                                                                                                     
|                                      |                                                                                                     
|                                      |                                                                                                     
|LIABILITIES AND STOCKHOLDERS' DEFICIT |                                                                                                     
|Current liabilities:                  |                                                                                                     
|                                      | Accounts payable and accrued expenses                                                               
|                                      | 10% Notes payable, related parties, due on October 18, 2003                                         
|                                      |                                                                                                     
|                                      |                                                                                                     
|Stockholders' deficit:                |                                                                                                     
|                                      | Common stock; $.001 par value; 10,000,000 shares authorized; 6,076,000 shares issued and outstanding
|                                      | Additional paid-in capital                                                                          
|                                      | Accumulated deficit                                                                                 
|                                      |                                                                                                     
|                                      |                                                                                                     
|                                      |                                                                                                     
|                                      |                                                                                                     
|                                      |                                                                                                     

The
accompanying notes form an integral part of these consolidated financial statements.

2

---

NUCOTEC, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                       |  | Three months ended
March 31, 2003 |           | Three months ended
March 31, 2002 |  
|---------------------------------------------------------------------- |  | --------------------------------- | --------- | --------------------------------- | -
|
|Net revenue                                                            |  | $                                 | 1,397     |                                   | $
|Operating expenses                                                     |  |                                   | 31,690    |                                   |  
|                                                                       |  |                                   |           |                                   |  
|Net loss                                                               |  | $                                 | (30,293   | )                                 | $
|                                                                       |  |                                   |           |                                   |  
|Weighted average number of common shares outstandingbasic and diluted |  |                                   | 6,076,000 |                                   |  
|                                                                       |  |                                   |           |                                   |  
|Net loss per share                                                     |  | $                                 | (0.01     | )                                 | $
|                                                                       |  |                                   |           |                                   |  

The
accompanying notes form an integral part of these consolidated financial statements.

3

---

NUCOTEC, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                 |                                                    | Three months ended
March 31, 2003   |                                       | Three months ended
March 31, 2002      |  
|------------------------------------------------ | -------------------------------------------------- | ----------------------------------- | ------------------------------------- | -------------------------------------- | -
|
|Cash flows used for operating activities:        |                                                    |                                     |                                       |                                        |  
|                                                 | Net loss                                           |                                     | $                                     | (30,293                                | )
|                                                 |                                                    |                                     |                                       |                                        |  
|                                                 | Changes in assets and liabilities:                 |                                     |                                       |                                        |  
|                                                 |                                                    | (Increase) decrease in assets:      |                                       |                                        |  
|                                                 |                                                    |                                     | Accounts receivable                   |                                        |  
|                                                 |                                                    |                                     | Other current assets                  |                                        |  
|                                                 |                                                    | Increase (decrease) in liabilities |                                       |                                        |  
|                                                 |                                                    |                                     | accounts payable and accrued expenses |                                        |  
|                                                 |                                                    |                                     |                                       |                                        |  
|                                                 |                                                    |                                     |                                       | Total adjustments                      |  
|                                                 |                                                    |                                     |                                       |                                        |  
|                                                 |                                                    |                                     |                                       | Net cash used for operating activities |  
|Cash flows provided by financing activities     |                                                    |                                     |                                       |                                        |  
|                                                 | proceeds from notes payable, officer-stockholders' |                                     |                                       |                                       |  
|                                                 |                                                    |                                     |                                       |                                        |  
|Net decrease in cash                             |                                                    |                                     | (3,744                                | )                                      |  
|Cash, beginning of period                        |                                                    |                                     | 10,113                                |                                        |  
|                                                 |                                                    |                                     |                                       |                                        |  
|Cash, end of period                              |                                                    | $                                   | 6,369                                 |                                        | $
|                                                 |                                                    |                                     |                                       |                                        |  
|Supplemental disclosure of cash flow activities: |                                                    |                                     |                                       |                                        |  
|                                                 |                                                    | Income taxes paid                   |                                       | $                                      | 
|                                                 |                                                    |                                     |                                       |                                        |  
|                                                 |                                                    | Interest paid                       |                                       | $                                      | 
|                                                 |                                                    |                                     |                                       |                                        |  

The
accompanying notes form an integral part of these consolidated financial statements.

4

---



NUCOTEC, INC. AND SUBSIDIARY        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        THREE MONTHS ENDED MARCH 31, 2003 AND 2002

(1)    Summary of Significant Accounting Policies:



Nucotec, Inc. and its subsidiary, Salty's Warehouse, Inc. (collectively the "Company") sell various home and automobile electronic equipment,
computer accessories and supplies to the general public through its websitehttp://www.saltyswarehouse.com.



Nucotec, Inc. was incorporated in the State of Nevada on October 8, 2001.



During May 2002, Nucotec, Inc. ("Nucotec") entered into a plan of reorganization, whereby, Nucotec issued 912,000 shares of its common stock in
exchange (the "Exchange") for 80% of the outstanding common stock of Salty's Warehouse, Inc. ("Salty's), a Florida Corporation. The two principal shareholders of Nucotec immediately prior to
the Exchange were Winthrop Venture Management, Inc. and Lady Jean Charters, Inc. These two principal shareholders also had majority management and voting control of Salty's, by virtue of
common ownership, prior to the Exchange. After the Exchange, the majority shareholders of Winthrop Venture Management, Inc. and Lady Jean Charters, Inc. maintained significant control of
the combined entities. As such, this business combination has been accounted for as a reorganization of companies under common control in a manner similar to a pooling of interest, whereby the
carrying value of the net assets of Salty's was transferred to Nucotec, pursuant to Statement of Financial Accounting Standards No. 141"Business
Combinations."

The
accompanying consolidated financial statements have been restated to present the financial information of the combined entities as of the beginning of the earliest period presented.
All significant intercompany accounts and transactions have been eliminated in consolidation.



The accompanying financial statements include all adjustments (consisting of only normal recurring accruals), which are, in the opinion of management, necessary
for a fair presentation of the results of operations for the periods presented. Interim results are not necessarily indicative of the results to be expected for the full year ending
December 31, 2003. The financial statements should be read in conjunction with the audited financial statements included in the annual report of Nucotec, Inc. and Subsidiary (the
"Company") on Form 10-KSB for the year ended December 31, 2002.



The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However, the Company has no established source of material revenue, has incurred a net loss of $36,413 in 2002 and $30,293 in three
months ended March 31, 2003, and has a negative working capital and net capital deficit of $40,131 and $63,631, respectively. These matters raise substantial doubts about the Company's ability
to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the

5

---

recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management
plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence:





The Company accounts for revenues pursuant to SAB 101"Revenue Recognition" and EITF 99-19"Reporting Revenue Gross as a
Principal versus Net as an Agent." Net revenue as an agent, from the sale of products (consisting primarily of automobile electronic equipment, home electronics, computer accessories and supplies) are
recognized when title to the products are transferred to the customer (product shipment) and only when no further contingencies or material performance obligations are warranted and, thereby, have
earned the right to receive and retain reasonably assured payments.



Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), established new rules for the reporting and
display of comprehensive loss and its components, which requires unrealized gains or losses on the Company's available for sale securities, currency translation adjustments and minimum pension
liability to be included in other comprehensive income. Other comprehensive income consisted only of net income (loss).



Net loss per share has been computed using the weighted average number of common shares outstanding during 2003 and 2002. There were no common stock equivalents.

6

---

(2)    Net Revenue:

A summary of net revenue by product category, for the three months ended March 31, 2003 and 2002, are as follows:

2003

2002Home electronics

$
9,505

$
2,883Automobile electronics


1,317


2,785Computer supplies and accessories


144


4,09410,966


9,762Less cost of revenue


9,569


8,166Net revenue as an agent

$
1,397

$
1,596


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the Company's financial statements, including the notes thereto, appearing elsewhere in
this Report.

THE
FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS
AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY," "COULD," "EXPECT," "ESTIMATE," "ANTICIPATE," "PLAN,"
"PREDICT," "PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE," OR SIMILAR TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF
ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE
INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related to financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of the Company's financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other
sources, primarily accruals for operating costs, and the classification of net operating loss and tax credit carryforwards. These accounting policies are fully described at relevant sections in the
discussion and analysis and in the notes to the financial statements included in our Form 10-K report filed on March 31, 2003.

7

---

Overview

Nucotec, Inc was incorporated in Nevada on October 8, 2001 in order to serve as a holding company for Salty's Warehouse, Inc. which sells consumer
electronics products and other name brand consumer products over the Internet.

On
May 10, 2002, Nucotec entered into a Plan of Reorganization, whereby, Nucotec acquired 80% of the outstanding common stock of Salty's Warehouse (see a discussion of this
transaction under "Business"). This business combination has been accounted for in a manner similar to pooling of interest, whereby the carrying value of the net assets of Salty's Warehouse was
transferred to Nucotec, pursuant to FASB 141"Business Combinations."The accompanying consolidated financial statements have been restated
to present the financial information of the combined entities as of the beginning of the earliest period presented. All significant intercompany accounts and transactions have been eliminated in
consolidation.

Results of Operations for the Three Months Ended March 31, 2003 Compared To The Three Months Ended March 31, 2002 (unaudited)

Revenue

Our net revenue was $1,397 for the three months ended March 31, 2003 compared to $1,596 for the three months ended March 31, 2002. All revenues were
from the sale of products on the Salty's Warehouse web site. This decrease in our revenues is primarily the result of a slowing economy and the competitive environment that we operate in. While we
believe that revenues will eventually increase, there can be absolutely no assurance that we will achieve profitability or any other results expressed or implied in any forward looking statements. Our
net revenue is net of the wholesale price and shipping charges paid by Salty's Warehouse to its suppliers for products sold on the web site. In the beginning of 2002, Yahoo! started charging Salty's
Warehouse a half percent transaction based fee for every product sold over the web site, further increasing these costs netted against revenues.

Operating Expenses

Our operating expenses for the three months ended March 31, 2003 were $31,690 compared to $6,205 for the three months ended March 31, 2002. Expenses
consisted primarily of general operating expenses and professional fees. The increase in general operating expenses from 2002 to 2003 is mostly due to legal and accounting fees incurred in early 2003
in connection with our Form 10 KSB.

Net Loss

We had a net loss of $30,293 or basic and diluted net loss per common share of $0.01 for the three months ended March 31, 2003 compared to a net loss of
$4,609 or basic and diluted net loss per common share of $0.00 for the three months ended March 31, 2002.

Liquidity And Capital Resources

As of March 31, 2003, we had a net working capital deficit of $40,131 as compared with positive working capital of $25,767 at March 31, 2002.

Net
cash used for operating activities was $3,744 for the three months ended March 31, 2003 compared to $5,439 for the three months ended March 31, 2002.

Salty's
Warehouse generally does not hold the products we sell in inventory. Net revenue as an agent from the sale of products (consisting primarily of automobile electronic equipment,
home electronics, computer accessories and supplies) is recognized when title to the products are transferred to the customer (product shipment) and only when no further contingencies or material
performance

8

---

obligations
are warranted and, thereby, have earned the right to receive and retain reasonably assured payments. At the time a customer orders a product on our web site, the customer pays for the
product by credit card. If the credit card is Visa or Mastercard we usually receive the funds within twenty-four hours. However if the credit card is American Express or Discover, we
receive the funds as part of an aggregated payment from the respective credit card company once a month. The supplier invoices us when the product is actually shipped on terms requiring us to pay
within 30 days. So in most transactions, we will have already received payment from the customer before we must pay the supplier for the product that this customer has ordered. Therefore, we do
not have any significant requirements for capital to fund replenishing inventory.

Our
only internal sources of liquidity are our bank accounts and the future revenues we may receive from the sale of products on our web site. Our only external source of liquidity is
loans from our management. We do not have any material commitments for capital expenditures.

Due
to numerous economic and competitive risks, any or all of which may have a material adverse impact upon our operations, there can be no assurance that we will be able to successfully
generate significant revenues or achieve a level of profits which will permit us to stay in business. However, we believe cash generated from net revenues, together with the $15,000 loaned to us by
management, will be sufficient to fund all or our general and administrative expenses for the next twelve months.

Fluctuations in Operating Results; Seasonality

Annual and quarterly fluctuations in our results of operations may be caused by the timing and quantity of orders from our customers. Our future results also may
be affected by a number of factors, including our ability to offer our products at competitive prices and to anticipate customer demands. Our results may also be affected by economic conditions in the
geographical areas in which we operate. All of the foregoing may result in substantial unanticipated quarterly earnings shortfalls or losses. Due to all of the foregoing, we believe that
period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indicative of future performance.

Inflation

We believe that our revenue and results of operations have not been significantly impacted by inflation since we began operations.

ITEM 3.    CONTROLS AND PROCEDURES

Our President and Chief Financial Officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for the
Company. The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report
was prepared. The Certifying Officers have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of this report and believe that the
Company's disclosure controls and procedures are effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

9

---

PART IIOTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

To the best knowledge of management, there are no litigation matters pending or threatened against us or Salty's Warehouse.

ITEM 2.    CHANGES IN SECURITIES

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.    OTHER INFORMATION

On March 25, 2003, the Board of Directors adopted a Code of Ethics for the Company.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



|10.1 |  | Promissory Notes, dated April 30, 2003                                                                                
|---- |  | ----------------------------------------------------------------------------------------------------------------------
|14   |  | Code of Ethics, adopted March 25, 2003                                                                                
|99.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



None.

10

---



SIGNATURES

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

|                    |  | NUCOTEC, INC.
|------------------- |  | -------------
|DATED: May 15, 2003 |  | By:          
|DATED: May 15, 2003 |  | By:          

11

---

CERTIFICATION OF PRESIDENT  PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,  RULES 13a-14 AND 15d-14  AS ADOPTED PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nucotec, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Earl T. Shannon, President of the Company, certify, pursuant to Rules 13a-14 and
15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

|/s/EARL T. SHANNONEarl T. Shannon, PresidentMay 15, 2003 |  | 
|-------------------------------------------------------- |  | 

---

CERTIFICATION OF CHIEF FINANCIAL OFFICER  PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,  RULES 13a-14 AND 15d-14  AS ADOPTED PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nucotec, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott W. Bodenweber, Chief Financial Officer of the Company, certify, pursuant to
Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

|/s/SCOTT W. BODENWEBERScott W. Bodenweber Chief Financial
OfficerMay 15, 2003 |  | 
|----------------------------------------------------------------------------- |  | 

---

QuickLinks