Attached files
Exhibit 99.2
GREENKRAFT, INC.
Unaudited Consolidated Financial Statements
For the Nine Months Ended September 30, 2013 and 2012
Unaudited Condensed Consolidated Financial Statements
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Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012
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Unaudited Consolidated Statements of Operations for the Nine Months Ended September 30, 2013 and 2012
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Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012
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Notes to Unaudited Condensed Consolidated Financial Statements
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Greenkraft, Inc.
Consolidated Balance Sheets
September 30,
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December 31,
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2013
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2012
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 411,432 | $ | 832,430 | ||||
Inventories
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2,381,619 | 373,540 | ||||||
Deposits on inventory
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178,926 | 1,005,679 | ||||||
Total current assets
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2,971,977 | 2,211,649 | ||||||
Deposit
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- | 7,150 | ||||||
Equipment
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117,874 | - | ||||||
Total assets
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$ | 3,089,851 | $ | 2,218,799 | ||||
LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$ | 310,707 | $ | 137,843 | ||||
Accounts payable - related parties
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285,389 | - | ||||||
Accrued liabilities
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39,000 | 406,000 | ||||||
Deferred income
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928,205 | 584,955 | ||||||
Line of credit
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1,036,024 | 271,024 | ||||||
Related party debt
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1,941,916 | 2,009,950 | ||||||
Total current liabilities
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4,541,241 | 3,409,772 | ||||||
Equity:
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Stockholders’ equity:
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Common stock, 500,000,000 shares authorized, 100,000,000 issued and outstanding, no par value
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- | - | ||||||
Additional paid-in capital
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1,017,738 | 740,972 | ||||||
Accumulated Deficit
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(2,469,128 | ) | (1,931,945 | ) | ||||
Total stockholders’ equity
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(1,451,390 | ) | (1,190,973 | ) | ||||
Total liabilities and stockholders' equity
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$ | 3,089,851 | $ | 2,218,799 |
The accompanying notes are an intergral part of these unaudited consolidated financial statements.
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Greenkraft, Inc.
Consolidated Statements of Operations
Nine Months
Ended
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Nine Months
Ended
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September 30,
2013
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September 30,
2012
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Revenue
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$ | 1,924,317 | $ | 178,547 | ||||
Costs and expenses:
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Cost of revenue
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1,189,644 | 113,439 | ||||||
Research and development
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248,965 | 274,488 | ||||||
Selling, general and administrative
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981,624 | 288,198 | ||||||
Total costs and expenses
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2,420,233 | 676,125 | ||||||
Operating loss
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(495,916 | ) | (497,578 | ) | ||||
Interest expense, net
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(41,411 | ) | (21,424 | ) | ||||
Interest income
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144 | 1,997 | ||||||
Net loss
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$ | (537,183 | ) | $ | (517,005 | ) |
The accompanying notes are an intergral part of these unaudited consolidated financial statements.
Three Months
Ended
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Three Months
Ended
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September 30,
2013
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September 30,
2012
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Revenue
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$ | 1,515,432 | $ | 150,924 | ||||
Costs and expenses:
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Cost of revenue
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969,591 | 93,450 | ||||||
Research and development
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85,996 | 95,811 | ||||||
Selling, general and administrative
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262,499 | 91,461 | ||||||
Total costs and expenses
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1,318,086 | 280,722 | ||||||
Operating loss
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197,346 | (129,798 | ) | |||||
Interest expense, net
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(15,961 | ) | (223 | ) | ||||
Interest income
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4 | 648 | ||||||
Net income (loss)
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$ | 181,389 | $ | (129,374 | ) |
The accompanying notes are an intergral part of these unaudited consolidated financial statements.
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Greenkraft, Inc.
Consolidated Statements of Cash Flows
Nine Months
Ended
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Nine Months
Ended
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September 30,
2013
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September 30,
2012
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Cash flows from operating activities:
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Net loss
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$ | (537,183 | ) | $ | (517,005 | ) | ||
Adjustments to net loss to reconcile net loss to net cash used in operating activities:
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Contributed payroll
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67,216 | 90,993 | ||||||
Contributed rent
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1,800 | 1,800 | ||||||
Contributed research and development
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168,750 | 176,230 | ||||||
Contributed officer salary
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39,000 | 39,000 | ||||||
Changes in operating assets and liabilities:
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Inventory
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(1,002,400 | ) | (32,303 | ) | ||||
Deposits on inventory
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(178,926 | ) | 40,000 | |||||
Other assets
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7,150 | - | ||||||
Accounts payable
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172,864 | (41,234 | ) | |||||
Accounts payable - related parties
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285,389 | - | ||||||
Accrued liabilities
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(367,000 | ) | 8,500 | |||||
Deferred income
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343,250 | 435,000 | ||||||
Net cash used in operating activities
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(1,000,090 | ) | 200,981 | |||||
Cash flows from investing activities:
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Cash paid for purchase of equipment
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(117,874 | ) | - | |||||
Net cash used in investing activities
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(117,874 | ) | - | |||||
Cash flows from financing activities:
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Borrowings under lines of credit
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765,000 | 21,024 | ||||||
Borrowing (repayments) on related party debt
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(68,034 | ) | (20,000 | ) | ||||
Distributions to owner
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- | (19,109 | ) | |||||
Net cash provided by financing activities
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696,966 | (18,085 | ) | |||||
Net change in cash
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(420,998 | ) | 182,896 | |||||
Cash at beginning of period
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832,430 | 1,408,371 | ||||||
Cash at end of period
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$ | 411,432 | $ | 1,591,267 | ||||
Supplemental cash flow information:
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Cash paid for interest
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$ | 24,037 | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - | ||||
Non cash investing and financing activities:
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Deposits on inventory transferred to inventory
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$ | 1,005,679 | $ | - | ||||
Distribution of bank line of credit proceeds to owner
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$ | - | $ | 250,000 |
The accompanying notes are an intergral part of these unaudited consolidated financial statements.
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GREENKRAFT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC. 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 period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period have been omitted.
NOTE 2 – RELATED PARTY TRANSACTIONS
First Standard Real Estate, LLC is the owner of 2530 S. Birch Street, Santa Ana, CA 92707 where Greenkraft uses office space. Our CEO is a member of First Standard Real Estate. Since 2008 Greenkraft has used office space from First Standard Real Estate as its headquarters on a rent free basis. Greenkraft records contributed rent of $2,400 per year related to this space.
The Defiance Company, LLC is owned by our CEO. As of September 30, 2013 accounts payable to Defiance is $285,389 for amounts paid by Defiance Company, LLC on behalf of Greenkraft.
CEE, LLC performed testing for Greenkraft for engine certifications and also shares employees with Greenkraft. Our CEO is a member of CEE, LLC. For the nine months ended September 30, 2013, Greenkraft recognized $168,750 of contributed research and development expense related to the engine certifications and $67,216 and of contributed payroll expense related to the shared employees.
As of September 30, 2013 Greenkraft owed a total of $1,941,916 to our owner and his related entities. During 2013, the Company and repaid $68,034. All amounts are due on demand, unsecured and do not bear interest.
Our CEO does not charge us a salary and therefore we have recognized $39,000 for the nine months ended September 30, 2013 of contributed salary expense.
NOTE 3 – LINE OF CREDIT
In March 2012, Greenkraft entered into an agreement with Pacific Premier Bank for a $3,500,000 line of credit. The line of credit was due on April 10, 2013and bears interest at the prime rate plus 1%. The line of credit is secured by certain real property owned by the majority shareholder and inventory. On July 15, 2013 the maturity date of the facility was extended to December 10, 2013 and the maximum amount available under such facility was reduced to $2 million.
During fiscal 2012, $250,000 was transferred under this line of credit to CEE, LLC, a related entity.
In 2013, Greenkraft drew $765,000 on this line of credit.
NOTE 4 – ACQUISITION OF SUNRISE GLOBAL, INC.
In May 2013, Greenkraft, Inc. acquired a majority share of Sunrise Global, Inc. for $125,000 in a private transaction. Sunrise Global, Inc. is a development stage company with nominal assets and liabilities and no revenues to date. As a result, the entire purchase price was allocated to goodwill and immediately impaired due to Sunrise Global, Inc. having no operations or expected future cash flows. The impairment was recorded to general and administrative expenses for the nine months ended September 30, 2013.
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