Attached files
| file | filename |
|---|---|
| 8-K - SavWatt USA, Inc. | v180341_8-k.htm |
| EX-99.3 - SavWatt USA, Inc. | v180341_ex99-3.htm |
| EX-99.4 - SavWatt USA, Inc. | v180341_ex99-4.htm |
| EX-99.1 - SavWatt USA, Inc. | v180341_ex99-1.htm |
Exhibit
99.2
FINANCIAL
INFORMATION
The
Financial Statements of the Company filed with this report were prepared by
management and commence on the following page, together with related Notes. In
the opinion of management, the statements fairly present the financial condition
of the Company.
Ludvik
Capital, Inc
As of
September 30, 2009
ASSETS
|
ASSETS
|
||||
|
Cash
and Cash Equivalents
|
$ | 2,100 | ||
|
Investments
at Fair Value
|
||||
|
Control
Investments at cost
|
11,884,077 | |||
|
Non
Control Investments at market
|
3,988,854 | |||
|
TOTAL
ASSETS
|
$ | 15,875,031 | ||
|
LIABILITIES
and STOCKHOLDERS' EQUITY
|
||||
|
CURRENT
LIABILITIES
|
||||
|
Accounts
Payable
|
$ | 15,542 | ||
|
TOTAL
LIABILITIES
|
$ | 15,542 | ||
|
STOCKHOLDERS'
EQUITY
|
||||
|
Common stock, $0.001 par value; 100,000,000 shares
Authorized and 79,478,465 shares issued;
|
||||
|
Opening
Balance Equity
|
$ | 9,178,769 | ||
|
Additional
paid in capital
|
$ | 6,680,719 | ||
|
TOTAL
STOCKHOLDERS' EQUITY
|
$ | 15,859,488 | ||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 15,875,031 | ||
|
Net
Asset Value per share
|
$ | 0.20 | ||
The
accompanying notes are an integral part of financial statements.
Ludvik
Capital, Inc
Period
ended September 30, 2009
(Unaudited)
STATEMENT
OF OPERATIONS
|
OPERATING
INCOME
|
||||
|
Fee
Income
|
$ | 25,000 | ||
|
Dividend
Income
|
- | |||
|
Total
Income
|
$ | 25,000 | ||
|
OPERATING
EXPENSES
|
||||
|
Administration
|
$ | 25,653 | ||
|
Incentive
Compensation
|
42,843 | |||
|
Consulting
|
2,500 | |||
|
Management
Fee
|
119,062 | |||
|
Legal
|
7,500 | |||
|
Total
Expenses
|
197,558 | |||
|
Operating
Profit (Loss)
|
(172,558 | ) | ||
|
Tax
Benefit(Expense)
|
||||
|
Deferred
Tax Credit
|
$ | (11,526,091 | ) | |
|
Current
Tax Benefit(Expense)
|
(172,558 | ) | ||
|
Total
Tax Benefit
|
$ | (11,698,649 | ) | |
The
accompanying notes are an integral part of financial statements.
Ludvik
Capital, Inc
Notes To
Financial Statements
As of
September 30, 2009
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
A.
|
Organization
and Business Operations
|
Ludvik
Capital, Inc as the successor company by merger to Patriot Advisors, Inc, and
Templar Corporation("the Company") was incorporated in the State of Delaware on
October 20,2006 to serve as a vehicle to effect the Agreement and Plan of Merger
in United States Bankruptcy Court in the District of Maine in Case
No.04-20328.
On
November 8, 2006, the Company began business operations, and all activity prior
to that date relates to the Company's formation and implementation of the
Agreement and Plan of merger. On February 7, 2007 the plan was approved by the
court.
|
B.
|
Basis
of Presentation
|
The
accompanying financial statements have been prepared by the Company in
accordance with generally accepted accounting principles in the United States.
Certain information and footnote disclosures normally included in financial
statements, prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures in these financial
statements are adequate and not misleading.
In the
opinion of management, the financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the Company's financial position as of September 30th, 2009 and
is not necessarily indicative of the results for any future period.
|
C.
|
Cash
and Cash Equivalents
|
For
purposes of the statement of cash flows, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
|
D.
|
Investments
at Fair Value
|
The
Investments at Fair Value consist of the following:
|
Control
Investments at Cost
|
||||
|
ACRE/Real
Estate
|
$ | 2,521,705 | ||
|
Avenger
Boats
|
$ | 1,020,794 | ||
|
Family
Support Payment Corporation
|
$ | 676,597 | ||
|
Patriot
Advisors Inc
|
$ | 7,664,981 | ||
|
Total:
|
$ | 11,884,077 | ||
|
Non
Control Investments at Market
|
||||
|
Island
Residences Club, Inc
750,000
common shares @ $1.00
|
$ | 750,000 | ||
|
RotateBlack,
Inc
100
common shares @ $0.40
|
$ | 40 | ||
|
SS
Group Note
Principal
$2,500,000+ 11%pa interest
|
$ | 3,159,312 | ||
|
FASTA,
Inc
4.95%
interest, accrued $30,000 fee
|
$ | 79,500 | ||
|
Total:
|
$ | 3,988,852 | ||
The
Investments consist of the cost basis for the investments in real estate, ACRE,
Avenger Boats, Child Support Payment Corporation and Patriot Growth Fund, LP.
The Investments at Fair Value also include the holdings of Patriot Advisors, Inc
and Templar Corporation as they specifically relate to loans to Unitech
Industries, Inc, holdings in Prepaid Systems Inc and investment in the Patriot
Growth Fund.
|
E.
|
Income
Taxes
|
The
Company accounts for income taxes under the Financial Accounting Standards Board
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
The
company has $11,526,091 in tax loss carry forwards consisting of a tax loss
carry forward of:
|
(i)
|
$
8,426,091 on the Cybersentry
investment,
|
|
(ii)
|
$
2,000,000 on the Prepaid Systems, Inc
investment,
|
|
(iii)
|
$
600,000 on the Unitech Industries, Inc investment
and
|
|
(iv)
|
$
500,000 on the Patriot Growth Fund Partnership
interest.
|
NOTE
2. STOCKHOLDERS' EQUITY
|
A.
|
Preferred
Stock
|
The
Company is not authorized to issue shares of preferred stock.
|
B.
|
Common
Stock
|
The
Company is authorized to issue 100,000,000 shares of common stock at $0.001 par
value.
|
C.
|
Warrant
and Options
|
There are
no warrants or options outstanding to issue any additional shares of common
stock.
|
D.
|
Subsequent
Events
|
Not
applicable
NOTE
3. Management's Discussion and Analysis - Plan of Operation.
The
following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results
of Operations - As of September 30, 2009
The
operations of Ludvik Capital, Inc (“LCI”) will include making investments in
public and private companies. LCI will provide long-term equity and debt
investment capital to fund growth, acquisitions and recapitalization of small
and middle-market companies in a variety of industries primarily located in the
U.S. LCI will make active or passive investments in common and preferred stock
and warrants or rights to acquire equity interests; in addition to senior and
subordinated loans; or convertible securities. Ludvik Capital will serve as a
lead investor for transactions, as well as a co-investor in companies along with
other private equity sponsors.
The
Company has $2,100 in cash and cash equivalents as of September 30, 2009 and
investments of $15,875,031.
STATEMENT
REGARDING FORWARD-LOOKING INFORMATION
This
report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ materially
include, among others, unanticipated delays or difficulties in location of a
suitable business acquisition candidate, unanticipated or unexpected costs and
expenses, competition and changes in market conditions, lack of adequate
management personnel and the like. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date
made.
NOTE
4. Controls and Procedures.
The
Company maintains a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. As of September 30, 2009, the Company's Chief
Executive Officer and principal financial officer has evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon that evaluation, the Company's Chief Executive
Officer and principal financial officer concluded that the Company's disclosure
controls and procedures are effective. There have been no significant changes in
the Company's internal controls or in other factors which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
PART II
-- OTHER INFORMATION
Item 1.
Legal Proceedings.
The
company may become involved in legal proceedings in the normal course of
business. The Company is unaware of any legal proceedings against it that would
materially affect its operations.
Item 2.
Changes in Securities.
Not
applicable.
Item 3.
Defaults upon Senior Securities.
Not
applicable.
Item 4.
Submission of Matters to a Vote of Security Holders.
Not
applicable.
Item 5.
Other Information.
Not
applicable.
Item 6.
Exhibits and Reports
None
SIGNATURES
The
company caused this financial report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Ludvik
Capital, Inc
(Company)
|
By:
|
/s/ Frank J Kristan | ||
|
Name:
|
Frank
J. Kristan
|
||
|
Title:
|
President
|
||
Dated:
September 30, 2009.