EXHIBIT 99.5
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Silk Botanicals.Com, Inc.
Unaudited Pro Forma Condensed
Combined Financial Data
The following unaudited, pro forma, condensed, combined balance
sheet has been prepared to present the combined financial position of
Silk Botanicals.Com, Inc. and its subsidiary as of November 30,
2001.
On January 6, 2002 BTSL Technologies Limited (BTSL) completed a
contract with a US public company called Silk Botanical.com Inc.
(SILK) for the sale of certain "assets, related liabilities and
business opportunities" in return for 20,000,000 shares from the
public company. The transaction gave the shareholders of BTSL a
majority of the issued and outstanding common stock of "SILK".
As a result of the Contract with SILK the assets, liabilities and
business opportunities owned by BTSL were assigned to a newly formed
Irish company, TecEnergy Limited. TecEnergy Limited is 100% owned
and will operate as a subsidiary of the US Public Company. TecEnergy
will be the holding company for any Irish acquisitions related to the
manufacture and sales of such gasification and oxygen generation
equipment products. Only the recurring normal operating expenses
were included in the pro forma financials.
Under generally accepted accounting principles, the assets transferred
to SILK are the patents and the investments that were advanced to
SILK which are part of the acquisition transaction.
The research and development costs resulting in the oxygen generation
equipment prototype is now being presented to foreign governments for
orders. The total orders pending approval by foreign
governments approximates US $ 7,500,000.
The assets transferred to the public company include accrued operating
expenses related to the patents and development costs. These assets
will be part of the 10-QSB financials of the public company for the
quarter ending February 28, 2002.
The purpose of the pro forma adjustments presented is to reflect the
change in capitalization of BTSL to the capitalization of SILK with
appropriate changes to earnings per share of the Company to reflect
the acquisition of BTSL.
The following unaudited pro forma condensed financial statements should
be read in conjunction with the selected financial data and notes
included elsewhere herein. The Pro forma Statement of Income is for
the fiscal year ended, May 31, 2001 and the six months ended November
30, 2001.
The following unaudited pro forma condensed financial statements are
not necessarily indicative of the results of combined operations that
would have occurred or the future results of the combined companies.
All material non-recurring changes are fully disclosed in the pro forma
financial statements.
Exhibit 99.5 - Pg. 1
Silk Botanicals.com, Inc.
Condensed Pro forma Balance Sheet
November 30, 2001
SILK BTSL Pro forma adjustment Pro forma
DR CR Total
--------- --------- ----------- ---------- ------------
Assets :
Current assets $ 563,828 $ 28,915 $ 592,743
Property and equipment 1,121 0 1,121
Other assets 151,766 410,000 561,766
--------- ---------- ---------- ---------- -----------
716,715 438,915 0 0 1,155,630
========= ========== ========== ========== ===========
Liabilities :
Current liabilities 293,639 281,383 0 0 575,022
--------- ---------- ---------- ---------- -----------
Stockholders' equity :
Preferred stock 6,490 768 (1) $ 768 6,490
Common stock 102 178 (1) 178 102
Subscribed capital 35,000 0 35,000
Additional paid in capital 984,707 1,413,870 (1) 1,413,870 (2) $ 115,000 1,099,707
Deficit accumulated during
the development stage (603,223) ( 1,257,284)(2) 115,000 1,414,816 ( 560,691)
--------- ---------- ---------- ---------- -----------
423,076 157,532 1,529,816 1,529,816 580,608
--------- ---------- ---------- ---------- -----------
$ 716,715 $ 438,915 $ 1,529,816 $1,529,816 $ 1,155,630
========= ========== ========== ========== ===========
(1) Combined elimination entries.
(2) Investment in SILK for $115,000 was a capital contribution on
SILK's books and should be treated as Paid in Capital.
Exhibit 99.5 - Pg. 2
Silk Botanicals.com, Inc.
Condensed Pro forma Statement of Income
For the fiscal year ending May 31, 2001 and six months ended
November 30, 2001
Fiscal Six months ended Six months ended Six months ended
Year Ended November 30, 2001 Pro forma adjustment November 30, 2001
05/31/01 SILK BTSL DR CR Pro forma Total
(1)
----------- ---------- ----------- --------- ---------- -----------------
Net sales $ 1,053,857 $ 560,542 $ 0 $ 0 $ 0 $ 560,542
Cost of sales 789,225 393,902 0 0 0 393,902
----------- ---------- ----------- --------- ---------- -------------
Gross profit 264,632 166,640 0 0 0 166,640
Operating expenses 179,009 109,138 1,257,284 0 (2) 985,295 381,127
----------- ---------- ----------- --------- ---------- -------------
Operating income/(loss) 85,623 57,502 (1,257,284) 0 985,295 ( 214,487)
Other income/(expense)
Other income 4,287 0 4,287
Interest expense ( 16,135) ( 24,240) 0 0 0 ( 24,240)
----------- ---------- ----------- --------- ---------- -------------
Income before provision
For income tax 69,488 37,549 (1,257,284) 0 985,295 ( 234,440)
Income taxes 15,634 7,422 0 0 0 7,422
----------- ---------- ----------- --------- ---------- -------------
Net income / (loss) $ 53,854 $ 30,127 $(1,257,284) $ 0 $ 985,295 $ ( 241,862)
=========== ========== =========== ========= ========== =============
Earnings/(loss) per share
basic & diluted $ 0.69 $ 0.42 $( 22.63) $ ( 2.12)
=========== ========== =========== ============
Weighted average
common shares
outstanding -
basic & diluted 65,222 58,778 55,556 114,334
=========== ========== =========== ============
(1) The fiscal year ended, May 31, 2001 includes only the Company,
Silk Botanicals.com, Inc.
(2) BTSL Technologies Limited was incorporated in September 2001 and
its fiscal year ends December 31. The above period is for
the four months ended December 31, 2001. The estimated recurring
general and administrative expenses approximated $272,000 of
which $ 5,000 was amortization charges for patents and
capitalized prototype expenditures.
Approximately $ 985,295 for non recurring operating expenses
over a six (6) years period of developing the Company's technology
were for the following:
Research and development costs $ 646,995
Travel and entertainment cost 222,600
Telephone expenses 50,000
Office expenses 41,700
Rent 24,000
-----------
Total $ 985,295
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The recurring general and administrative expenses is based on the
overhead needed to market and sell the gasification and oxygen
generation process to industry or governmental bodies.
(3) The above recurring expenses for the four months ended, November
30, 2001 were evaluated in light of the facts and
circumstances for the sufficient continuity of the acquired
entities operation prior to and after the transaction.
Exhibit 99.5 - Pg.3