ENERGTEK INC.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
This Form 8-K/A amends the Form 8-K, dated June 25, 2007, filed by Energtek, Inc. with the Securities and Exchange Commission on June 26, 2007 (the “Form 8-K”). The purpose of this amendment is to provide the financial statements and information required pursuant to Item 9.01 of the Form 8-K which were unavailable at the time of filing the Form 8-K.
Financial Statements of Angstore Technologies Ltd. as of December 31, 2006 (Audited)
Financial Statements of Angstore Technologies Ltd. as of March 31, 2007 (Unaudited)
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 hereunto duly authorized.
FINANCIAL STATEMENTS
As Of December 31, 2006
(Audited)
ANGSTORE TECHNOLOGIES LTD.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006
(Audited)
TABLE OF CONTENTS
| | Page | |
Report of independent registered public accounting firm | | | 1 | |
Balance Sheets | | | 2-3 | |
Statements of Operations | | | 4 | |
Statements of Changes in Stockholders’ Deficiency | | | 5 | |
Statements of Cash Flows | | | 6 | |
Notes to the Financial Statements | | | 7-13 | |
The amounts are stated in U.S. Dollars
____________________
____________
______
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
ANGSTORE TECHNOLOGIES LTD.
(A DEVELOPMENT STAGE COMPANY)
We have audited the accompanying balance sheets of Angstore Technologies Ltd.( a development stage company) ("the Company") as of December 31, 2006 and 2005 the related statements of operations, changes in stockholders' deficiency and cash flows for each of the two years in the period ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financials statement based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and 2005 and the results of its operation and its cash flow for each of two years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financials statements the Company has suffered recurring losses from operations, and will not be able to continue its operation without funds from its share holders. This raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Tel-Aviv, Israel | |
| Ziv Haft |
June 20, 2007 | Certified Public Accountants (Isr.) |
| BDO Member Firm |
BALANCE SHEETS
As of December 31, 2006
(U.S Dollars)
| | | | As Of December 31, | |
| | Note | | 2006 | | 2005 | |
Assets | | | | | | | | | | |
| | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | | 2C | | | 5,170 | | | 3,224 | |
Accounts receivable-Chief Scientist | | | | | | - | | | 15,382 | |
Tax refund receivable | | | | | | 712 | | | - | |
Total Current Assets | | | | | | 5,882 | | | 18,606 | |
| | | | | | | | | | |
Deposits | | | | | | 355 | | | - | |
| | | | | | | | | | |
Fixed assets: | | | 2D,3 | | | | | | | |
Cost | | | | | | 68,336 | | | 34,037 | |
Less - accumulated depreciation | | | | | | (25,309 | ) | | (15,616 | ) |
Total Fixed Assets | | | | | | 43,027 | | | 18,421 | |
| | | | | | | | | | |
Other assets: | | | 2F,4 | | | | | | | |
Patent | | | | | | 42,055 | | | - | |
Less - accumulated amortization | | | | | | (818 | ) | | - | |
Total Other Assets | | | | | | 41,237 | | | - | |
Total assets | | | | | | 90,501 | | | 37,027 | |
BALANCE SHEETS
(U.S Dollars)
| | | | As of December 31, | |
| | Note | | 2006 | | 2005 | |
Liabilities and Stockholders’ equity | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Related Party | | | 11 | | | 478,617 | | | 192,878 | |
Suppliers and Service Providers | | | | | | 22,200 | | | 1,395 | |
Other accounts payable | | | 6 | | | 32,501 | | | 869 | |
Total current liabilities | | | | | | 533,318 | | | 2,264 | |
| | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | |
Severance pay liability | | | 9 | | | 11,390 | | | - | |
| | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | |
Ordinary Shares, NIS 1 par value each (31,900 shares authorized as of December 31, 2006 and 2005;9,000 shares issued and fully paid as of December 31, 2006 and 2005) | | | 8 | | | 2,021 | | | 2,021 | |
Additional Paid-in Capital | | | | | | 167,695 | | | 117,695 | |
Accumulated other comprehensive profit (loss) | | | | | | (20,610 | ) | | 1,448 | |
Deficit accumulated during the development stage | | | | | | (603,313 | ) | | (279,279 | ) |
Total stockholders' deficiency | | | | | | (454,207 | ) | | (158,115 | ) |
Total liabilities and stockholders’ equity | | | | | | 90,501 | | | 37,027 | |
20 June , 2007 | | | | |
Date of approval of financial statements | | Lev Zaidenberg-CEO | | Barukh Foux |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
STATEMENTS OF OPERATIONS
(U.S Dollars)
| | | | For the year ended December 31, | | Cumulative from Inception (May 26,2003) to December 31 | |
| | Note | | 2006 | | 2005 | | ,2006 | |
Revenues: | | | | | | | | | | | | | |
Revenues from Consulting fees | | | | | | 98,978 | | | - | | | 98,978 | |
| | | | | | | | | | | | | |
Research and Development expenses: | | | | | | | | | | | | | |
Salary | | | | | | 87,916 | | | 61,205 | | | 321,655 | |
Subcontractors | | | | | | 56,318 | | | 34,389 | | | 110,182 | |
Material purchase | | | | | | 45,207 | | | 1,188 | | | 55,502 | |
Laboratory (including depreciation) | | | | | | 18,366 | | | 2,952 | | | 21,318 | |
| | | | | | 207,807 | | | 99,734 | | | 508,657 | |
Less participation of Chief Scientist Office | | | | | | - | | | (41,002 | ) | | (267,799 | ) |
Total R&D Expenses | | | | | | 207,807 | | | 58,732 | | | 240,858 | |
| | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | |
Office and maintenance | | | | | | 49,232 | | | 58,492 | | | 148,963 | |
Management fees and Consulting from related parties | | | | | | 94,073 | | | 64,863 | | | 164,217 | |
Travel abroad | | | | | | 28,314 | | | 6,660 | | | 44,063 | |
Vehicle and Freight expenses | | | | | | 2,856 | | | 12,117 | | | 14,973 | |
Depreciation and Amortization | | | | | | 1,542 | | | 7,212 | | | 17,544 | |
Professional fees | | | | | | 13,377 | | | - | | | 15,652 | |
Licensing and Permits | | | | | | - | | | 9,007 | | | 9,007 | |
Advertising and promotion | | | | | | 10,327 | | | 5,105 | | | 31,499 | |
Total General and Administrative expenses | | | | | | 199,721 | | | 163,456 | | | 445,918 | |
Operating loss | | | | | | (308,550 | ) | | (222,188 | ) | | (587,798 | ) |
| | | | | | | | | | | | | |
Financial income ( losses), net | | | | | | (15,484 | ) | | 201 | | | (15,515 | ) |
Net loss | | | | | | (324,034 | ) | | (221,987 | ) | | (603,313 | ) |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
From Inception (May 26, 2003) through December 31, 2006
(U.S Dollars)
| | Share | | Additional Paid-In | | Deficit accumulated during the development | | Accumulated other comprehensive | | | |
| | Capital | | Capital | | stage | | loss | | Total | |
| | US$ | | US$ | | US$ | | US$ | | US$ | |
Balance as at May 26, 2003 | | | 2,021 | | | - | | | - | | | - | | | 2,021 | |
Investment of related party | | | | | | 57,263 | | | - | | | - | | | 57,263 | |
Net Loss for the year | | | - | | | - | | | (37,860 | ) | | - | | | (37,860 | ) |
Balance as at December 31, 2003 | | | 2,021 | | | 57,263 | | | (37,860 | ) | | - | | | 21,424 | |
Investment of related party | | | | | | 60,432 | | | - | | | - | | | 60,432 | |
Net Loss for the year | | | - | | | - | | | (19,632 | ) | | - | | | (19,632 | ) |
Balance as at December 31, 2004 | | | 2,021 | | | 117,695 | | | (57,292 | ) | | - | | | 62,424 | |
Currency adjustment translation | | | - | | | - | | | - | | | 1,448 | | | 1,448 | |
Net Loss for the year | | | - | | | - | | | (221,987 | ) | | - | | | (221,987 | ) |
Balance as at December 31, 2005 | | | 2,021 | | | 117,695 | | | (279,279 | ) | | 1,448 | | | (158,115 | ) |
Currency adjustment translation | | | - | | | - | | | - | | | (22,058 | ) | | (22,058 | ) |
Issuance of stock option (see Note 8) | | | - | | | 50,000 | | | - | | | - | | | 50,000 | |
Net Loss for the year | | | - | | | - | | | (324,034 | ) | | - | | | (324,034 | ) |
| | | | | | | | | | | | | | | | |
Balance as at December 31, 2006 | | | 2,021 | | | 167,695 | | | (603,313 | ) | | (20,610 | ) | | (454,207 | ) |
The accompanying notes form an integral part of the financial statements
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
STATEMENTS OF CASH FLOWS
(U.S Dollars)
| | For the year ended December 31, | |
| | 2006 | | 2005 | | Cumulative from Inception (May 26,2003) to December 31 ,2006 | |
Cash flows generated by operating activities: | | | | | | | | | | |
Net loss | | | (324,034 | ) | | (221,987 | ) | | (603,313 | ) |
Adjustments required net loss to net cash in operating activities: | | | | | | | | | | |
Depreciation and Amortization | | | 8,693 | | | 7,260 | | | 23,808 | |
Accumulated interest on loans and linkage differences | | | 14,239 | | | - | | | 36,808 | |
Decrease in accounts receivable | | | 15,888 | | | (1,551 | ) | | 441,809 | |
Increase in other current assets | | | (675 | ) | | - | | | - | |
Increase in related party | | | 248,078 | | | 193,731 | | | (675 | ) |
Increase in Suppliers and Service Providers | | | 19,606 | | | (3,263 | ) | | 20,883 | |
Increase in accounts payable | | | 29,915 | | | (36,040 | ) | | 30,574 | |
Increase in Severance pay liability | | | 10,798 | | | - | | | 10,798 | |
Net cash outflow generated by operating activities | | | 22,508 | | | (61,850 | ) | | (39,308 | ) |
| | | | | | | | | | |
Cash flows generated by investing activities: | | | | | | | | | | |
Patent Capitalization | | | (41,676 | ) | | - | | | (41,676 | ) |
Purchase of fixed assets | | | (30,155 | ) | | - | | | (64,285 | ) |
Deposits | | | (355 | ) | | - | | | (355 | ) |
Net cash outflow generated by investing activities | | | (72,186 | ) | | - | | | (106,316 | ) |
| | | | | | | | | | |
Cash flows generated from financing activities: | | | | | | | | | | |
Issuance common stock | | | | | | | | | 2,021 | |
Investment of Related Party | | | 50,000 | | | - | | | 167,695 | |
Net cash inflow generated from financing activities: | | | 50,000 | | | - | | | 169,716 | |
| | | | | | | | | | |
Currency adjustment translation | | | 1,624 | | | 1,327 | | | (18,922 | ) |
Net increase in cash and cash equivalents | | | 1,946 | | | (60,523 | ) | | 5,170 | |
Cash and cash equivalents at beginning of period | | | 3,224 | | | 63,747 | | | - | |
Cash and cash equivalents at end of period | | | 5,170 | | | 3,224 | | | 5,170 | |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL:
Angstore Technologies Ltd (Hereinafter the Company) was founded in Israel in 2002 by a group of renowned scientists, high-tech entrepreneurs and industry specialists. The Company is developing an economically viable technology for storage of natural gas by adsorption method (Adsorbed Natural Gas - ANG). Gas storage tanks using this technology are filled with adsorbent material that can act as a sponge to adsorb natural gas ("NG").
As of December 31, 2006 the Company was a wholly owned subsidiary of Radel LLC, incorporated in the State of New York, USA. Radel LLC belongs to Moregastech SRL, a French company supplying products and services in the field of high-pressure gases storage and transportation equipment and Natural Gas Vehicles (NGV).
On November 8, 2006, the Company issued to Energtek Inc. incorporated in the State of Nevada, USA, an option to purchase up to 7,364 shares of its common stock, which would represent approximately 45% of the issued and outstanding shares of its common stock. The option is valid until June 30, 2007.
On January 2, 2007 the Company received $30,000 and issued to Energtek Inc. 818 shares, which represented approximately 8.33% of the issued and outstanding shares.
On April 29, 2007 the Company received $50,000 and issued to Energtek Inc. 1,363 shares common shares, which represented approximately 12.19% of the issued and outstanding shares.
On May 24, 2007 the Company received $50,000 and issued to Energtek Inc. 1,363 shares common shares.
As of May 24, 2007 the Company has issued to Energtek Inc a total of 3,544 shares, which represent approximately 28.25% of the issued and outstanding shares.
The Company depends on its stockholders for its financing. In case the stockholders would not provide such financing, the Company will not be able to continue its operations. The company will need additional working capital for its future planned expansion of activities which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. Through the acquisition of it’s shares by Energtek Inc., the Company is planning on receiving the funding necessary to meet its working capital requirements. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The significant accounting policies, followed in the preparation of the financial statements, on a consistent basis, are:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
B. | Financial statements in U.S. dollars: |
The currency of the primary economic environment in which the operations of the Company is conducted is New Israeli Shekel (NIS). The Company has elected to use the dollar as its reporting currency.
The financial statements of the Company have been translated into dollars under the principles described in Financial Accounting Standards Board Statement No. 52, "Foreign Currency Translation". Assets and liabilities have been translated at period-end exchange rates. The results of operations have been translated at the exchange rates on the dates on which the transactions occurred or at average exchange rates. Differences resulting from translation are presented under stockholders' equity, in the item “accumulated other comprehensive loss”.
The representative rate of exchange of the New Israeli Shekel (NIS) as of December 31, 2006 was $1.00 = NIS 4.225, as of December 31, 2005 was $1.00 = NIS 4.603.
C. | Cash and cash equivalents: |
Cash and cash equivalents include deposits in banks with original maturities of three months or less.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):
Fixed assets are stated at cost.
Cost is depreciated by the straight-line method on the basis of the estimated useful life of the assets. Annual depreciation rates are as follows:
| | | % | |
Leasehold improvements | | | 10 | |
Computers and peripheral equipment | | | 10-33 | |
Instruments and laboratory equipment | | | 20 | |
Furniture and office equipment | | | 7-33 | |
Motor vehicles | | | 15 | |
Patent | | | 10 | |
F. | Research and development cost and expenses: |
Product development expenses are charged to operations as incurred, except patent registration and application fees that are capitalized in other assets according to Financial Accounting Standards Board Statement No 2, "Accounting for research and development costs".
G. | Fair value of financial instruments: |
The carrying value of all financial instruments potentially subject to valuation risk (principally consisting of cash and cash equivalents) approximate their fair value.
H. | Concentrations of credit risk: |
Cash and cash equivalents are invested in major banks in Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):
I. | Impairment of long-lived assets: |
The Company applies SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). According to SFAS 144, long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values.
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
NOTE 3 – FIXED ASSETS:
(U.S Dollars) | | December 31 | |
| | 2006 | | 2005 | |
Instruments and laboratory equipment | | | 51,042 | | | 32,284 | |
Motor vehicles | | | 15,385 | | | - | |
Computers and software | | | 1,909 | | | 1,753 | |
| | | | | | | |
Fixed assets | | | 68,336 | | | 34,037 | |
| | | | | | | |
Accumulated depreciation | | | (25,309 | ) | | (15,616 | ) |
Fixed assets less accumulated depreciation | | | 43,027 | | | 18,421 | |
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
The Company has rights for the “Storage systems for absorbable gaseous fuel and methods of producing the same” patent application. This patent application provides protection to the inventions and know-how of the Company relating to certain design principles and manufacturing methods of the gas tank being developed by the Company, intended for storage of natural gas on the basis of the Adsorbed Natural Gas storage technology.
In the end of 2006 following the end of the PCT stage, the Company entered into the process of registration of the patent application in several countries.
The registration fees in the amount of $41,676 were capitalized to other assets.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Office of the Chief Scientist Grants and Technological Incubator A.T.I
The Company’s research and development efforts have been partially financed through grants from the Office of the Chief Scientist of the Israeli Ministry of Industry and Trade (the “OCS”) which have been got by the means of the Ashkelon Technological Incubator A.T.I ("the ATI"), in Ashkelon, Israel. In return for the OCS’s financing, the Company is committed to pay, by the means of the ATI, royalties to the Israeli Government at the rate of 3% for each of the first three years of revenues related to the technology developed with the support of the OCS, at the rate of 4% for each of the next three years (starting from the fourth year )and , at the rate of 5% from the seventh year onwards, up to 100% of the amount of the grants received. There are no future performance obligations related to the grants received from the OCS. During the years 2003-2005 the Company received from the OCS office a total cumulative amount of 267,799$.
In addition, the Company is committed during the first seven years of research and development activity to manage activities in the area of Ashkelon, Israel. if not, the Company is committed to pay, in addition to the amount above, 1 % of the sales of its product up to the total of 500,000$.
See also subsequent events.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6 - ACCOUNTS PAYABLE:
Comprise:
(U.S Dollars) | | December 31 | |
| | 2006 | | 2005 | |
Employees | | | 7,242 | | | 185 | |
Employee institutions | | | 8,928 | | | - | |
Accrued expenses | | | 13,730 | | | 684 | |
| | | | | | | |
VAT | | | 2,601 | | | - | |
TOTAL | | | 32,501 | | | 869 | |
NOTE 7 - SEVERANCE PAY, NET:
Under Israeli Law and labor agreements, the Company is required to make severance payments to dismissed employees and to employees terminating employment under certain other circumstances. This liability is calculated based on the last salary of the employees multiplied by the number of years of employment for each employee respectively, in accordance with the "severance pay laws". The Company's liability for required severance payments is covered by purchase of insurance policies for the employees.
NOTE 8 - SHARE CAPITAL:
On November 8, 2006, Angstore issued to the USA company Energtek Inc.(hereinafter Energtek) a stock option to purchase up to 7,364 shares of its common stock, which would represent approximately 45% of the issued and outstanding shares of its common stock, at an exercise price of $36.675 per share. The option is valid until June 30, 2007. For the said option the Company received an amount of $50,000. See also Note 9.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9- SUBSEQUENT EVENTS:
On January 2, 2007 the Company issued to Energtek 818 shares for aggregate purchase price of $30,000.
On April 30, 2007 the Company issued to Energtek 1,363 shares for the aggregate purchase price of $50,000.
On May 24, 2007 the Company issued to Energtek 1,363 shares for the aggregate purchase price of $50,000.
As of May 24, 2007, Energtek is the owner of a total of 3,544 shares (representing approximately 28.25%) of the outstanding common stock of the Company
On May 7, 2007 the company got approval from the Office of the Chief Scientist of the Israeli Ministry of Industry for the continuing financing of Company’s R&D activities up to about 150,000 dollars.
The Company is entitled to the grants only upon incurring research and development expenditures. In return for the OCS’s participation, the Company is committed to pay royalties to the Israeli Government.
Between January 1, 2007 and June 11, 2007, the Company received about 260,000 dollars as loans from related parties.
| | December 31 | |
| | 2006 | | 2005 | |
Net operating losses carried forward | | | (603,313 | ) | | (279,279 | ) |
Valuation allowance | | | 603,313 | | | 279,279 | |
TOTAL | | | - | | | - | |
The current liabilities to related parties are partly linked to the Consumer Price Index and partly Euro linked and not interest -bearing. Debts linked to New Israeli Shekels, in the amount of $75,023 were repaid during 2007.
FINANCIAL STATEMENTS
As Of March 31, 2007
(Unaudited)
ANGSTORE TECHNOLOGIES LTD.
FINANCIAL STATEMENTS
AS OF MARCH 31, 2007
(Unaudited)
TABLE OF CONTENTS
| | Page | |
Balance Sheets | | | 1-2 | |
Statements of Operations | | | 3 | |
Statements of Changes in Stockholders’ Deficiency | | | 4 | |
Statements of Cash Flows | | | 5 | |
Notes to Financial Statements | | | 6-10 | |
The amounts are stated in U.S. Dollars( $ )
____________________
____________
______
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
ANGSTORE TECHNOLOGIES LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEET
(U.S Dollars)
| | As of 31/03/2007 (Unaudited) | | As of 31/03/2006 (Unaudited) | | As of 31/12/2006 (Audited) | |
| | | | | | | |
ASSETS | | | | | | | | | | |
Current Assets | | | | | | | | | | |
Cash and cash equivalents | | | 98,813 | | | 6,016 | | | 5,170 | |
Tax refund receivable | | | 8,087 | | | 1,555 | | | 712 | |
| | | | | | | | | | |
Total current assets | | | 106,900 | | | 7,571 | | | 5,882 | |
| | | | | | | | | | |
DEPOSITS | | | 3,774 | | | - | | | 355 | |
| | | | | | | | | | |
FIXED ASSETS, NET: | | | | | | | | | | |
Cost | | | 69,508 | | | 33,584 | | | 68,336 | |
Less - accumulated depreciation | | | (28,984 | ) | | (17,144 | ) | | (25,309 | ) |
| | | 40,524 | | | 16,440 | | | 43,027 | |
| | | | | | | | | | |
OTHER ASSETS, NET: | | | | | | | | | | |
Patent | | | 42,763 | | | - | | | 42,055 | |
Less - accumulated depreciation | | | (1,886 | ) | | - | | | (818 | ) |
| | | 40,877 | | | - | | | 41,237 | |
| | | | | | | | | | |
TOTAL ASSETS | | | 192,075 | | | 24,011 | | | 90,501 | |
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
CONDENSED BALANCE SHEET
(U.S Dollars)
| | As of 31/03/2007 (Unaudited) | | As of 31/03/2006 (Unaudited) | | As of 31/12/2006 (Audited) | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
| | | | | | | | | | |
Current liabilities | | | | | | | | | | |
Related party | | | 690,448 | | | 267,582 | | | 478,617 | |
Service providers | | | 34,180 | | | 1,083 | | | 22,200 | |
Other accounts payable | | | 24,366 | | | 183 | | | 32,501 | |
Total current liabilities | | | 748,994 | | | 268,848 | | | 533,318 | |
| | | | | | | | | | |
Long-tern liabilities | | | | | | | | | | |
Severance pay liability | | | 11,551 | | | - | | | 11,390 | |
| | | | | | | | | | |
Stockholders' equity | | | | | | | | | | |
Ordinary Shares, NIS 1 par value each, (31,900 shares authorized as of March 31,2007 ,December 31, 2006 and 2005; 9,817 shares issued and fully paid as of March 31, 2007 9,000 shares issued and fully paid as of December 31, 2006 and 2005) | | | 2,216 | | | 2,021 | | | 2,021 | |
Additional paid-in capital | | | 197,500 | | | 117,695 | | | 167,695 | |
Currency adjustment translation | | | (28,980 | ) | | 3,368 | | | (20,610 | ) |
Deficit accumulated during the development stage | | | (739,206 | ) | | (367,921 | ) | | (603,313 | ) |
Total Stockholders' equity | | | (568,470 | ) | | (244,837 | ) | | (454,207 | ) |
| | | | | | | | | | |
Total Liabilities and Stockholders' Equity | | | 192,075 | | | 24,011 | | | 90,501 | |
24 June , 2007 | | | | |
Date of approval of financial statements | | Lev Zaidenberg-CEO | | Barukh Foux |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
CONDENSED STATEMENTS OF OPERATIONS
| | Three Months Ended | | Year Ended | | Cumulative from | |
| | March-31 | | March-31 | | Dec-31 | | Inception (May 26, 2003) | |
| | 2007 (Unaudited) | | 2006 (Unaudited) | | 2006 (Audited) | | to March 31, 2007 | |
| | | | | | | | | |
Revenues from consulting (related party) | | | 40,940 | | | - | | | 98,978 | | | 139,918 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | |
Research and Development expenses | | | 117,964 | | | 18,589 | | | 207,807 | | | 358,821 | |
General and administrative expenses | | | 58,073 | | | 62,581 | | | 199,721 | | | 503,991 | |
| | | | | | | | | | | | | |
Total Operating Expenses | | | 176,037 | | | 81,170 | | | 407,528 | | | 862,813 | |
| | | | | | | | | | | | | |
Net loss from operations | | | (135,097 | ) | | (81,170 | ) | | (308,550 | ) | | (722,895 | ) |
| | | | | | | | | | | | | |
Other Income | | | | | | | | | | | | | |
Financial expenses, net | | | (796 | ) | | (7,472 | ) | | (15,484 | ) | | (16,311 | ) |
| | | | | | | | | | | | | |
Total other income(expenses) | | | (796 | ) | | (7,472 | ) | | (15,484 | ) | | (16,311 | ) |
| | | | | | | | | | | | | |
Net Loss | | | (135,893 | ) | | (88,642 | ) | | (324,034 | ) | | (739,206 | ) |
| | |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(U.S Dollars)
| |
Share
| |
Additional
Paid-In
Capital | | Deficit accumulated during the development stage | | Accumulated other comprehensive | | Total | |
| | US$ | | US$ | | US$ | | US$ | | US$ | |
| | | | | | | | | | | |
Balance as of January 1, 2007 (Audited) | | | 2,021 | | | 167,695 | | | (603,313 | ) | | (20,610 | ) | | (454,207 | ) |
Currency adjustment translation | | | - | | | - | | | - | | | (8,370 | ) | | (8,370 | ) |
Issuance of common stock | | | 195 | | | 29,805 | | | - | | | - | | | 30,000 | |
Net loss for the period | | | - | | | - | | | (135,893 | ) | | - | | | (135,893 | ) |
| | | | | | | | | | | | | | | | |
Balance as of March 31, 2007 (Unaudited) | | | 2,216 | | | 197,500 | | | (739,206 | ) | | (28,980 | ) | | (568,470 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of January 1, 2006(Audited) | | | 2,021 | | | 117,695 | | | (279,279 | ) | | 1,448 | | | (158,115 | ) |
Currency adjustment translation | | | - | | | - | | | - | | | 1,920 | | | 1,920 | |
Net loss for the period | | | - | | | - | | | (88,642 | ) | | - | | | (88,642 | ) |
Balance as of March 31, 2006(Unaudited) | | | 2,021 | | | 117,695 | | | (367,921 | ) | | 3,368 | | | (244,837 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of January 1, 2006(Audited) | | | 2,021 | | | 117,695 | | | (279,279 | ) | | 1,448 | | | (158,115 | ) |
Currency adjustment translation | | | - | | | - | | | - | | | (22,058 | ) | | (22,058 | ) |
Issuance of stock options | | | - | | | 50,000 | | | - | | | - | | | 50,000 | |
Net loss for the year | | | - | | | - | | | (324,034 | ) | | - | | | (324,034 | ) |
Balance as of December 31, 2006 (Audited) | | | 2,021 | | | 167,695 | | | (603,313 | ) | | (20,610 | ) | | (454,207 | ) |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
CONDENSED CASH FLOWS
| | Three Months Ended | | Year Ended | | Cumulative from Inception (May | |
| | March-31 | | March-31 | | Dec-31 | | 26,2003) | |
| | 2007 (Unaudited) | | 2006 (Unaudited) | | 2006 (Audited) | | to March 31, 2007 | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net Loss | | | (135,893 | ) | | (88,642 | ) | | (324,034 | ) | | (739,206 | ) |
Adjustments to reconcile net loss to net cash | | | | | | | | | | | | | |
provided be operating activities: | | | | | | | | | | | | | |
Depreciation and Amortization | | | 4,256 | | | 1,734 | | | 8,693 | | | 28,064 | |
Accumulated interest on loans and linkage differences | | | 4,587 | | | 7,443 | | | 14,239 | | | 41,395 | |
Related party | | | (13,818 | ) | | 69,756 | | | 248,078 | | | 427,991 | |
Increase in accounts receivable | | | - | | | 15,163 | | | 15,888 | | | - | |
Decrease in other current assets | | | (7,257 | ) | | (1,553 | ) | | (675 | ) | | (7,932 | ) |
Increase(decrease) in Suppliers and Service Providers | | | 11,439 | | | (293 | ) | | 19,606 | | | 32,322 | |
Increase(decrease) in accounts payable | | | (8,558 | ) | | (675 | ) | | 29,915 | | | 22,016 | |
Increase in severance pay liability | | | (30 | ) | | - | | | 10,798 | | | 10,768 | |
Net cash used in operating activities | | | (145,274 | ) | | 2,933 | | | 22,508 | | | (184,582 | ) |
| | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Patent Capitalization | | | - | | | - | | | (41,676 | ) | | (41,676 | ) |
Purchase of fixed assets | | | - | | | - | | | (30,155 | ) | | (64,285 | ) |
Deposits | | | (3,419 | ) | | - | | | (355 | ) | | (3,774 | ) |
Net cash used in Investing Activities | | | (3,419 | ) | | - | | | (72,186 | ) | | (109,735 | ) |
| | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Issuance of common stock | | | 195 | | | - | | | - | | | 2,216 | |
Investment from related party | | | 249,805 | | | - | | | 50,000 | | | 417,500 | |
Net cash provided by financing activities | | | 250,000 | | | 0 | | | 50,000 | | | 419,716 | |
Currency adjustment translation | | | (7,664 | ) | | (141 | ) | | 1,624 | | | (26,586 | ) |
Net Increase in Cash | | | 93,643 | | | 2,792 | | | 1,946 | | | 98,813 | |
Cash at Beginning of Period | | | 5,170 | | | 3,224 | | | 3,224 | | | 0 | |
Cash at end of period | | | 98,813 | | | 6,016 | | | 5,170 | | | 98,813 | |
The accompanying notes form an integral part of the financial statements.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL:
Angstore Technologies Ltd (Hereinafter the “Company”) was founded in Israel in 2002 by a group of renowned scientists, high-tech entrepreneurs and industry specialists. The Company has developed an economically viable technology for storage of natural gas by an adsorption method (Adsorbed Natural Gas - ANG). Gas storage tanks using this technology are filled with adsorbent material that can act as a sponge to adsorb natural gas ("NG").
As of December 31, 2006 the Company was a wholly owned subsidiary of Radel LLC, incorporated in the State of New York, USA. Radel LLC belongs to Moregastech SARL, a French company supplying products and services in the field of high-pressure gases storage and transportation equipment and Natural Gas Vehicles (NGV).
On November 8, 2006, the Company issued to Energtek Inc. incorporated in the State of Nevada, USA, an option to purchase up to 7,364 shares of its common stock, which would represent approximately 45% of the issued and outstanding shares of its common stock. The option is valid until June 30, 2007.
On January 2, 2007 the Company received $30,000 and issued to Energtek Inc. 818 shares, which represent approximately 8.33% of the issued and outstanding shares.
On April 29, 2007 the Company received $50,000 and issued to Energtek Inc. 1,363 shares common shares, which represent approximately 12.19% of the issued and outstanding shares.
On May 24, 2007 the Company received $50,000 and issued to Energtek Inc. 1,363 shares common shares.
As of May 24, 2007 the Company has issued to Energtek Inc a total of 3,544 shares, which represent approximately 28.25% of the issued and outstanding shares.
The Company depends on its Stockholders for its financing. In case the Stockholders will not provide such financing, the Company will not be able to continue its operations.
The company will need additional working capital for its future planned expansion of activities service, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. Through the acquisition of it’s shares by Energtek Inc., the Company is planning on receiving the funding necessary to meet its working capital requirements. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Angstore Technologies Ltd. for the three months ended March 31, 2007 have been prepared in accordance with the requirements for unaudited interim periods, and consequently might not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report for fiscal year. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal year 2006.
The Company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”.
Basic and Dilutive Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actively outstanding in accordance with SFAS NO. 128 “Earnings Per Share". All outstanding stock options, warrants and preferred stock have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive.
Cash and Cash Equivalents
The Company considers all highly liquid debt securities purchased with original or remaining maturities of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
Fair Value of Financial Instruments
The carrying value of current assets and liabilities approximated their fair values as of March 31, 2007.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Financial and Concentration Risk
The Company does not have any concentration or related financial credit risk.
Fixed Assets:
Fixed assets are stated at cost.
Cost is depreciated by the straight-line method on the basis of the estimated useful life of the assets. Estimated useful lives are as follows:
| Useful Life |
Leasehold improvements | 10 years |
Computers and peripheral equipment | 3-10 years |
Instruments and laboratory equipment | 5 years |
Furniture and office equipment | 3-15 years |
Motor vehicles | 7 years |
Patent | 10 years |
Presentation
According to EITF 06-3, " How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)", all expense items are presented net in the income statement.
Recent Accounting Pronouncements
SFAS 159. In February 2007, the Financial Account Standards Board (the “FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose now to measure many financial instruments and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial condition or results of operations.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
SFAS 157. In September 2006 the FASB issued its Statement of Financial Accounting Standards 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, or “GAAP,” and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. FAS 157 effective date is for fiscal years beginning after November 15, 2007. We do not expect that an adoption of this standard will have a material impact on our financial position, operations or cash flows.
FIN 48. In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation did no have a material impact on our consolidated financial position, results of operations or cash flows.
Start -up Costs
Cost incurred in connection with commencing operations, including general and administrative expenses, are charged to operations in the period incurred.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
ANGSTORE TECHNOLOGIES LTD
DEVELOPMENT STAGE ENTITY
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3- SUBSEQUENT EVENTS:
On April 30, 2007 the Company issued to Energtek 1,363 shares for aggregate purchase price of $50,000.
On May 24, 2007 the Company issued to Energtek 1,363 shares for aggregate purchase price of $50,000.
As of May 24, 2007, the Energtek is the owner of a total of 3,544 shares (representing approximately 28.25%) of the outstanding common stock of the Company
On May 7, 2007 the company got approval from the Office of the Chief Scientist of the Israeli Ministry of Industry for the continuing financing of Company’s R&D activities up to about 150 thousand dollars.
ENERGTEK, INC.
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma combined financial information, presenting on a pro-forma basis the full inclusion of Angstore Technologies Ltd. as if the acquisition was effective starting January 1, 2006, include statements of operations for the year ended December 31, 2006, and for the three months ended March 31, 2007, and balance sheets at March 31, 2007 which assumes the Angstore Technologies Ltd acquisition occurred on that date.
On June 29, 2007, Energtek Inc. (hereinafter “we” or the “Company”) entered into an Investment Agreement with Angstore Technologies Ltd. (“Angstore”), an Israeli company engaged in the development of Adsorbed Natural Gas systems and other clean energy technologies relating to natural gas vehicles. Pursuant to, and in accordance with, the Investment Agreement (the “Agreement”), the Company agreed to purchase an aggregate of 16,364 shares of Angstore’s common stock at a price per share of $27.50 for an aggregate amount of $450,010 (the “Purchased Shares”). In accordance with the Agreement, 4,000 of the Purchased Shares, having an aggregate value of $110,000, were purchased and issued contemporaneously with the execution of the Agreement. Thereafter, additional 8,000 of the Purchased Shares, having an aggregate value of $220,000, were purchased on or before July 19, 2007, with the balance of the 4,364 of the Purchased Shares, having an aggregate value of $120,010, to be purchased and issued on or before August 31, 2007. As of the date of this report, the company owns 18,364 out of the 28,364 issued and outstanding shares of Angstore, which represent approximately 68.3% of the total issued and outstanding shares. Upon completion of the acquisition of the Purchased Shares in accordance with the Agreement, the Company will own an aggregate of 23,728 shares of Angstore representing approximately 72.5% of Angstore’s issued and outstanding common stock. Operating results of Angstore are included in the operating results of the Company’s condensed combined financial statements as of June 29, 2007.
The following unaudited pro forma condensed combined financial statements give effect to the acquisition by the Company of Angstore. This acquisition will be accounted for as a purchase business combination. The consideration paid in the Acquisition has been accounted for under FAS141 "Business Combinations" the company allocated an amount of 598,911 to IPRD and expended it immediately in accordance with fin 4 .the purchase price allocation is preliminary. These unaudited pro forma condensed combined financial statements have been prepared from the historical consolidated financial statements of the Company and Angstore and should be read in conjunction therewith.
The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated on the indicated dates, nor is it necessarily indicative of future operating results. The pro forma adjustments are based on information available at the time of this filing.
ENERGTEK, INC.
INDEX TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
| | Page |
Pro forma Condensed Combined Balance Sheet as of March 31, 2007 (unaudited) | | | 3 |
Pro forma Condensed Combined Statement of Operations for the three month period ended March 31, 2007 (unaudited) | | | 4 |
Pro forma Condensed Combined Statement of Operations for the year ended December 31, 2006 | | | 5 |
Notes to pro forma Condensed Combined Financial Statements | | | 6 |
ENERGTEK INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED CONDENSED PROFORMA BALANCE SHEET
As of March 31, 2007 (Unaudited)
US Dollars | | Energtek Inc. (Historical) | | Angstore Technologies Ltd (Historical) | | Pro forma adjustments | | Ref. | | Pro forma balances | |
ASSETS | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents | | | 1,068,643 | | | 98,813 | | | | | | | | | 1,167,456 | |
Accounts receivable, net | | | 53,897 | | | 8,087 | | | (7,220 | ) | | Note 2 | | | 54,764 | |
Total current assets | | | 1,122,540 | | | 106,900 | | | (7,220 | ) | | | | | 1,222,220 | |
Deposits | | | 4,755 | | | 3,774 | | | | | | | | | 8,529 | |
Fixed Assets, net: | | | 17,570 | | | 40,524 | | | - | | | | | | 58,094 | |
Shares Investment | | | 30,000 | | | - | | | (30,000 | ) | | Note 3 | | | - | |
Patent rights | | | - | | | 40,877 | | | | | | | | | 40,877 | |
TOTAL ASSETS | | | 1,174,865 | | | 192,075 | | | (37,220 | ) | | | | | 1,329,720 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Related Party | | | - | | | 690,448 | | | (690,448 | ) | | Notes 2,4 | | | - | |
Account payable and Accrued Liabilities | | | 153,041 | | | 58,546 | | | | | | Note 4 | | | 211,587 | |
Loans From Minority Holder in Subsidiary | | | | | | | | | 683,228 | | | | | | 683,228 | |
TOTAL CURRENT LIABILITIES | | | 153,041 | | | 748,994 | | | (7,220 | ) | | | | | 894,815 | |
Severance pay liability | | | - | | | 11,551 | | | | | | | | | 11,551 | |
Minority Interest | | | | | | | | | 442 | | | | | | 442 | |
STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Common Stock | | | 52,552 | | | 2,216 | | | (2,216 | ) | | Note 5 | | | 52,552 | |
Additional Paid-in Capital | | | 2,497,478 | | | 197,500 | | | (197,500 | ) | | Note 5 | | | 2,497,478 | |
Currency adjustment translation | | | - | | | (28,980 | ) | | 28,980 | | | Note 5 | | | - | |
Accumulated Deficit | | | (1,528,206 | ) | | (739,206 | ) | | 140,294 | | | Notes 2,5 | | | (2,127,118 | ) |
TOTAL STOCKHOLDERS' EQUITY | | | 1,021,824 | | | (568,470 | ) | | (30,442 | ) | | | | | 422,912 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | | 1,174,865 | | | 192,075 | | | (37,220 | ) | | | | | 1,329,720 | |
ENERGTEK INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED CONDENSED PROFORMA STATEMENTS OF OPERATIONS
For the three months ended March 31, 2007
US Dollars | | Energtek Inc. (Historical) | | Angstore Technologies Ltd (Historical) | | Pro forma adjustments | | Reference | | Pro forma Income Statement | |
Revenues | | | - | | | 40,940 | | | (40,940 | ) | | Note 2 | | | - | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Consulting | | | 201,799 | | | | | | (40,940 | ) | | Note 2 | | | 160,859 | |
Research and Development expenses | | | 117,964 | | | | | | | | | 117,964 | | | | |
Consulting-Related parties | | | - | | | | | | | | | | | | - | |
Market Research | | | - | | | | | | | | | | | | - | |
Market Research-Related parties | | | - | | | | | | | | | | | | - | |
General and administrative expenses | | | 388,104 | | | 58,073 | | | | | | | | | 446,177 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 589,903 | | | 176,037 | | | (40,940 | ) | | | | | 725,000 | |
| | | | | | | | | | | | | | | | |
Net loss from operations | | | (589,903 | ) | | (135,097 | ) | | - | | | | | | (725,000 | ) |
Other Income | | | | | | | | | | | | | | | | |
Interest Income(losses),net | | | 4,681 | | | (796 | ) | | | | | | | | 3,885 | |
| | | | | | | | | | | | | | | | |
Net Loss before minority interest in losses | | | (585,222 | ) | | (135,893 | ) | | - | | | | | | (721,115 | ) |
Minority Interest | | | | | | | | | 37,371 | | | | | | 37,371 | |
Net Loss | | | (585,222 | ) | | (135,893 | ) | | 37,371 | | | | | | (683,744 | ) |
ENERGTEK INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED CONDENSED PROFORMA STATEMENTS OF OPERATIONS
For the year ended December 31, 2006
US Dollars | | Energtek Inc. (Historical) | | Angstore Technologies Ltd (Historical) | | Pro forma adjustments | | Reference | | Pro forma Income Statement | |
Revenues | | | - | | | 98,978 | | | (98,978 | ) | | Note 2 | | | - | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Consulting | | | 225,931 | | | | | | | | | | | | 225,931 | |
Research and Development expenses | | | | | | 207,807 | | | | | | | | | 207,807 | |
Consulting-Related parties | | | 152,450 | | | | | | (98,978 | ) | | Note 2 | | | 53,472 | |
Market Research | | | 23,347 | | | | | | | | | | | | 23,347 | |
Market Research-Related parties | | | 137,050 | | | | | | | | | | | | 137,050 | |
General and administrative expenses | | | 161,528 | | | 199,721 | | | | | | | | | 361,249 | |
Total Operating Expenses | | | 700,306 | | | 407,528 | | | (98,978 | ) | | | | | 1,008,856 | |
Net loss from operations | | | (700,306 | ) | | (308,550 | ) | | - | | | | | | (1,008,856 | ) |
Other Income | | | | | | | | | | | | | | | | |
Interest Income(losses),net | | | 3,141 | | | (15,484 | ) | | | | | | | | (12,343 | ) |
Option investment impairment | | | (50,000 | ) | | | | | | | | | | | (50,000 | ) |
Patent impairment | | | (100,000 | ) | | | | | | | | | | | (100,000 | ) |
Total other income(expenses) | | | (146,859 | ) | | (15,484 | ) | | - | | | - | | | (162,343 | ) |
Net Loss before minority interest in losses | | | (847,165 | ) | | (324,034 | ) | | - | | | | | | (1,171,199 | ) |
Minority Interest | | | | | | | | | 89,109 | | | | | | 89,109 | |
Net Loss | | | (847,165 | ) | | (324,034 | ) | | 89,109 | | | | | | (1,082,090 | ) |
ENERGTEK, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 - Basis of presentation
On June 29, 2007, Energtek Inc. (hereinafter “we” or the “Company”) entered into an Investment Agreement with Angstore Technologies Ltd. (“Angstore”), an Israeli company engaged in the development of Adsorbed Natural Gas systems and other clean energy technologies relating to natural gas vehicles. Pursuant to, and in accordance with, the Investment Agreement (the “Agreement”), the Company agreed to purchase an aggregate of 16,364 shares of Angstore’s common stock at a price per share of $27.50 for an aggregate amount of $450,010 (the “Purchased Shares”).
In accordance with the Agreement, 4,000 of the Purchased Shares, having an aggregate value of $110,000, were purchased and issued contemporaneously with the execution of the Agreement. Thereafter, an additional 8,000 of the Purchased Shares, having an aggregate value of $220,000, shall be purchased and issued on or before July 31, 2007, with the balance of the 4,364 of the Purchased Shares, having an aggregate value of $120,010, purchased and issued on or before August 31, 2007. As of June 30, 2007, the company owned 11,364 out of the 20,364 issued and outstanding shares of Angstore, which represent approximately 55.8% of the total issued and outstanding shares. As of the date of this report, the company owns 19,364 out of the 28,364 issued and outstanding shares of Angstore, which represent approximately 68.3% of the total issued and outstanding shares. Upon completion of the acquisition of the Purchased Shares in accordance with the Agreement, the Company will own an aggregate of 23,728 shares of Angstore representing approximately 72.5% of Angstore’s issued and outstanding common stock.
The accompanying unaudited pro forma statements of operations present the pro forma effects of the Angstore Technologies Ltd acquisition. The unaudited pro forma statements of operations for the three months ended March 31, 2007 and for the year ended December 31, 2006 are presented as though the acquisitions occurred on January 1, 2006. The unaudited pro forma balance sheet at March 31, 2007 is presented as though the Angstore Technologies Ltd acquisition occurred on that date.
Note 2 — To record the elimination of assets and liabilities, revenues and expenses related to the Energtek-Angstore customer-service provider relationship.
Note 3— To record the elimination of share investment in Angstore by Energtek.
Note 4— To record the sorting of Related parties of Angstore
Note 5—The Company will record an immediate write off of in-process research and development costs at the consummation of the purchase business combination.
A non-recurring charge of 598,911$ will be reflected in the registrant’s income statement in the next 6-months reporting period due to the immediate write off of in-process research and development