Aqua Society (AQAS) 8-K/A Completion of Acquisition or Disposition of Assets

V G TECH, INC.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Stated in US Dollars)

(Unaudited)

V G TECH, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 2004
(Stated in US Dollars)
(Unaudited)

								(Note 5)				Pro Forma
					Aqua Society			Pro Forma				Consolidated
		V G Tech, Inc.			GmbH			Adjustments				Balance
ASSETS
Current
Cash	$	2,523		$	24,981		$	-			$	27,504
Total current assets		2,523			24,981			-				27,504
Intangible assets		-			20,179			-				20,179
Capital assets		6,727			-			-				6,727
	$	9,250		$	45,160		$	-			$	54,410
LIABILITIES
Current
Accounts payable and accrued
liabilities	$	16,621		$	15,000		$	-			$	31,621
Loans payable		56,835			-			-				56,835
Total current liabilities		73,456			15,000			-				88,456
STOCKHOLDERS' DEFICIENCY
Common stock		17,478			25,000			52,431		(a)
								10,000		(b)
								34,000		(b)
								(69,909	)	(c)
								(25,000	)	(e)
								69,909		(e)		113,909
Paid-in capital		74,707			20,179			(52,431	)	(a)
								(22,276	)	(c)
								25,000		(e)
								(156,391	)	(d)
								111,212		(f)		-
Deficit		(156,391	)		(15,019	)		156,391		(d)
								9132,936	)	(f)		(147,955	)
		(64,206	)		30,160			-				(34,046	)
	$	9,250		$	45,160		$	-			$	54,410

SEE ACCOMPANYING NOTES

V G TECH, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the periods ended June 30, 2004
(Stated in US Dollars)
(Unaudited)

					May 13, 2004
		Nine month			to
		period ended			July 31, 2004			Pro forma
		June 30, 2004			Aqua Society			Consolidated
		V G Tech, Inc.			GmbH			Total
Expenses
Administrative expenses	$	22,125		$	15,019		$	37,144
Net loss for the period	$	( 22,125	)	$	(15,019	)	$	(37,144	)
Basic and diluted income (loss) per share	$	( 0.00	)	$	-		$	(0.00	)
Weighted average shares
outstanding – basic and diluted		69,926,584			-			113,908,000

SEE ACCOMPANYING NOTES

V G TECH, INC.
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Stated in US Dollars)
(Unaudited)

Note 1	Basis of Presentation
	The accompanying unaudited pro forma consolidated balance sheet and unaudited consolidated statements of operations give effect to the acquisition of Aqua Society GmbH ("Aqua") by V G Tech, Inc. ("V G Tech") on September 22, 2004.
	The unaudited pro forma consolidated financial statements of V G Tech included herein  have been prepared by management of V G Tech in accordance with the accounting  principles generally accepted in the United States of America. They have been prepared  from information derived from the June 30, 2004 (unaudited) financial statements of V G  Tech and the July 31, 2004 (audited) financial statements of Aqua, together with other  information available to the corporations. In the opinion of management of V G Tech, these unaudited pro forma consolidated financial statements include all adjustments  necessary for fair presentation of the acquisition of Aqua by V G Tech as described below.
	The unaudited pro forma consolidated financial statements should be read in conjunction  with the historical financial statements and notes thereto of V G Tech and Aqua referred to  above and included elsewhere in this 8-K. The V G Tech unaudited pro forma  consolidated balance sheet gives effect to the acquisition of Aqua as if it had occurred on  June 30, 2004. The unaudited pro forma consolidated statements of operations gives  effect to the acquisition of Aqua as if it had occurred at the start of the fiscal periods  beginning on October 1, 2003 for V G Tech and May 13, 2004 for Aqua. These unaudited  pro forma financial statements are not necessarily indicative of the financial position or  results of operations, which would have resulted if the combination and related  transactions had actually occurred on those dates.
Note 2	Aqua Society GmbH
	Aqua is a German company and operates primarily in Germany. The financial statements of Aqua were prepared in accordance with generally accepted accounting principles in the United States of America.
Note 3	Acquisition of Aqua
	On September 3, 2004, V G Tech entered into an acquisition agreement with Aqua whereby V G Tech agreed to issue 10,000,000 of its common shares at $0.001 per share in exchange for all of the issued and outstanding shares of Aqua. In addition, V G Tech agreed to issue 34,000,000 special warrants, which entitle the holder the right to acquire one common share for each warrant held, without the payment of additional consideration. All of the warrants will be deemed to be exercised ten days after V G Tech has increased its authorized share capital to 200,000,000 common shares. The business combination will be accounted for as a reverse acquisition, with Aqua being treated as the accounting acquirer.
	The carrying values of the assets and liabilities of V G Tech as presented in the June 30, 2004 historical financial statements approximate their fair values.

V G Tech, Inc.
Notes to the Pro Forma Consolidated Financial Statements
June 30, 2004
(Stated in US Dollars)
(Unaudited) – Page 2

Note 3	Acquisition of Aqua–(cont'd)
	The net liabilities of V G Tech acquired are as follows:

Cash	$	2,523
Capital assets		6,727
Liabilities		(73,456	)
	$	(64,206	)

Note 4  Share Capital 

						Additional
	Common shares					Paid-in
	Number		Par value			Capital
Aqua balance, June 30, 2004	1	$	25,000		$	20,179
Aqua common shares prior to acquisition	(1		(25,000	)		25,000
V G Tech common shares prior to
Acquisition	69,908,000		69,909			22,276
Issued pursuant to Acquisition agreement
- common shares	10,000,000		10,000			(67,455	)
- warrants	34,000,000		34,000			-
Pro forma, June 30, 2004	113,908,000	$	113,909		$	-

Note 5	Pro Forma Adjustments
	The unaudited pro forma consolidated financial statements include the following pro forma adjustments.
	a)	To record the retroactive effect of a forward stock split of V G Tech on a four for one basis that occurred on August 24, 2004.
	b)	To record the issuance of 10,000,000 common shares and 34,000,000 warrants of V G Tech to acquire 100% of the issued and outstanding shares of Aqua.
	c)	To eliminate capital stock and paid-in capital of V G Tech against paid-in capital.
	d)	To eliminate deficit of V G Tech against paid-in capital.
	e)	To adjust par value of outstanding common shares of V G Tech to actual.
	f)	To adjust paid-in capital to deficit on consolidation.

V G Tech, Inc.
Notes to the Pro Forma Consolidated Financial Statements
June 30, 2004
(Stated in US Dollars)
(Unaudited) – Page 3

Note 6	Pro-forma Loss Per Share
	Pro-forma loss per share has been calculated using the historical weighted average number of shares previously reported and amended as if the pro-forma common shares of V G Tech issued pursuant to the acquisition have been outstanding since the beginning of the periods.