Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2010
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM ____________ TO ___________
Commission File Number: 000-53807
SavWatt USA Inc.
(Exact name of registrant as specified in its charter)
Delaware 27-2478133
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6801 Eastern Avenue, Suite 203
Baltimore, MD 21224
(Address of principal executive offices) (Zip code)
(866) 641-3507
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 5, 2010, there were
108,475,175 outstanding shares of the Registrant's Common Stock, $0.0001 par
value.
INDEX
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements................................................ 4
Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009
(Audited)............................................................... 4
Statements of Operations for the Three months and Six months ended
June 30, 2010 and June 30, 2009, and for the Period from
October 20, 2006 (Inception) to June 30, 2010 (Unaudited)............... 5
Statements of Cash Flows for the Six Months Ended June 30, 2010 and
June 30, 2009, and for the Period from October 20, 2006 (Inception) to
June 30, 2010 (Unaudited)............................................... 6
Notes to Financial Statements as of June 30, 2010 (Unaudited)........... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk......... 17
Item 4. Controls and Procedures............................................ 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 18
Item 1A. Risk Factors....................................................... 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 18
Item 3. Defaults Upon Senior Securities.................................... 18
Item 4. Submission of Matters to a Vote of Security Holders................ 18
Item 5. Other Information.................................................. 18
Item 6. Exhibits........................................................... 18
SIGNATURES.................................................................. 19
2
PART I - FINANCIAL INFORMATION
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-Q/A ("Amendment No. 2") amends the
Quarterly Report on Form 10-Q of SavWatt USA, Inc. ("Company") for the quarter
ended June 30, 2010 ("Original 10-Q"). This Amendment No. 2 is being filed for
the purpose of checking the "No" box on the cover sheet hereof to indicate that
the registrant is not a shell company, which was previously, erroneously checked
as "Yes."
This Amendment No. 2 may be relied on as the final Quarterly Report on Form
10-Q for the quarter ended June 30, 2010, and should be read in conjunction with
the Company's other filings made with the SEC in 2010. The filing of this
Amendment No. 2 is not an admission that the Original 10-Q or Amendment No. 1 to
such Form 10-Q, when filed, included any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein not
misleading.
3
ITEM 1. FINANCIAL STATEMENTS.
SavWatt USA, Inc.
f/k/a Ludvik Capital, Inc.
(A Development Stage Company)
BALANCE SHEETS
June 30, December 31,
2010 2009
------------ ------------
(Unaudited) (Audited)
ASSETS
Stock Subscription receivable $ 105,000 $ --
Due from related party 189,150 --
Other receivable 25,000 --
------------ ------------
TOTAL CURRENT ASSETS 319,150 --
------------ ------------
TOTAL ASSETS $ 319,150 $ --
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft $ 2,573 $ --
Stockholder loan payable 161,771 685,750
Convertible loan payable - stockholder 1,503,167 --
Accrued interest - stockholder 45,095 429,082
------------ ------------
TOTAL LIABILITIES 1,712,606 1,114,832
------------ ------------
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value, 100,000,000
shares authorized, 103,475,175 and 79,474,175
shares issued and outstanding, respectively 10,346 7,947
Additional paid-in capital 35,493,948 35,256,348
Accumulated deficit during development stage (36,897,750) (36,379,127)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIT (1,393,456) (1,114,832)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 319,150 $ --
============ ============
See Notes to the Unaudited Financial Statements
4
SavWatt USA, Inc.
f/k/a Ludvik Capital, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
From Inception
Three Months Ended Six Months Ended (October 20, 2006)
----------------------------- ----------------------------- through
June 30, June 30, June 30, June 30, June 30,
2010 2009 2010 2009 2010
------------ ------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
EXPENSES
General and administrative 85,194 -- 85,194 -- 102,605
Professional fees -- 90,000 90,000 230,000 1,322,600
Stock based compensation -- -- -- 350,001 34,700,044
------------ ------------ ------------ ------------ ------------
Total Expenses 85,194 90,000 175,194 580,001 36,125,248
------------ ------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (85,194) (90,000) (175,194) (580,001) (36,125,249)
------------ ------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest income -- -- -- -- 10
Interest expense 45,095 46,109 343,431 92,218 772,512
------------ ------------ ------------ ------------ ------------
Total Other Income (Expense) (45,095) (46,109) (343,431) (92,218) (772,502)
------------ ------------ ------------ ------------ ------------
NET LOSS $ (130,289) $ (136,109) $ (518,624) $ (672,219) $(36,897,751)
============ ============ ============ ============ ============
NET LOSS PRE SHARE, BASIC AND DILUTED (0.00) (0.00) (0.01) (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING BASIC AND DILUTED 86,331,318 79,474,175 83,034,615 78,622,527
See Notes to the Unaudited Financial Statements
5
SavWatt USA, Inc.
f/k/a Ludvik Capital, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
From Inception
Six Months Ended (October 20, 2006)
----------------------------- through
June 30, June 30, June 30,
2010 2009 2010
------------ ----------- ------------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (518,624) $ (672,219) $(36,897,751)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services -- 50,000 60,001
Stock based compensation -- 350,000 34,700,044
Changes in operating assets and liabilities:
Other receivable (25,000) -- (25,000)
Due from related party (189,150) -- (189,150)
Stockholder loan payable 251,771 180,000 1,421,771
Accrued interest 343,430 92,218 772,512
------------ ----------- ------------
Net cash used in operating activities (137,573) -- (157,573)
------------ ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 135,000 -- 155,000
Overdraft 2,573 -- 2,573
------------ ----------- ------------
Net cash provided by financing activities 137,573 -- 157,573
------------ ----------- ------------
NET DECREASE IN CASH -- -- --
CASH, BEGINNING OF PERIOD -- -- --
------------ ----------- ------------
CASH, END OF PERIOD $ -- $ -- $ --
============ =========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
============ =========== ============
Income taxes paid $ -- $ -- $ --
============ =========== ============
Stock issued for repayment of shareholder loan $ -- $ -- $ 484,250
============ =========== ============
Stock Subscription receivable $ 105,000 $ -- $ 125,000
============ =========== ============
Stockholder loan and accrued interest
exchanged for a short term convertible
loan $ 1,503,167 $ -- $ 1,503,167
============ =========== ============
See Notes to the Unaudited Financial Statements
6
SavWatt USA, Inc.
f/k/a Ludvik Capital, Inc
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Ludvik Capital, Inc. (hereinafter "the Company") was incorporated on October 20,
2006 under the laws of the State of Delaware for the purpose of becoming a
successor corporation by merger with Patriot Advisors, Inc. and Templar
Corporation, pursuant to a plan of reorganization and merger approved by the
United States Bankruptcy Court, District of Maine in Case No. 04-20328 whereby
Ludvik Capital, Inc is the continuing entity.
The Company's business plan consisted of investing in public and private
companies, providing long term equity and debt investment capital to fund growth
and acquisitions and recapitalizations of small and middle market companies in a
variety of industries primarily located in the United States.
Since inception, the Company has had minimal operations and no revenues earned.
On April 5, 2010, the Company amended its articles of incorporation and changed
its name to SavWatt USA, Inc.
SavWatt USA, Inc. ("SavWatt") business plan is to capitalize on the largely
unaddressed commercial and consumer market for energy-efficient LED lighting by
investing in product and corporate marketing. With public relations and
advertising throughout the media, a recognized, popular consumer LED brand will
be cultivated, spearheading and establishing a leading market share in the
growing energy-efficient bulb sector during the next three to five years.
SavWatt has the exclusive marketing rights in the United States to sell LED
street lighting for Unilumin (www.unilumin.com).
The Company is a development stage enterprise.
The Company's year end is December 31.
The Company's corporate headquarters were originally located in Virginia but are
currently located in Baltimore MD.
The foregoing unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, these financial statements do not include all of the disclosures
required by generally accepted accounting principles in the United States of
America for complete financial statements. These unaudited interim financial
statements should be read in conjunction with the audited financial statements
for the period ended December 31, 2009. In the opinion of management, the
unaudited interim financial statements furnished herein include adjustments, all
of which are of a normal recuing nature, necessary for a fair statement of the
results for all the interim periods presented. Operating results for the
six-month period ending June 30, 2010 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2010.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in
understanding the accompanying financial statements. The financial statements
and notes are representations of the Company's management, which is responsible
for their integrity and objectivity. These accounting policies conform to
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accounting principles generally accepted in the United States of America and
have been consistently applied in the preparation of the financial statements.
Accounting Method
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Development Stage Activities
The Company has been in the development stage since its formation and has not
realized any revenue from operations. The Company is a shell corporation which
is currently engaged in starting up the business of offering LED lighting for
consumers
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the financial
statements, the Company incurred net losses of $36,897,751 for the period from
inception, October 20, 2006 through June 30, 2010. In addition, the Company had
an accumulated deficit of $36,897,751 at June 30, 2010. Since its inception, the
Company has not generated any revenues and has minimal cash resources.
These circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management's efforts have been directed towards the development and
implementation of a plan to generate sufficient revenues to cover all of its
present and future costs and expenses.
Management is taking steps to address this situation. The Company has determined
that it cannot continue with its business operations as outlined in its original
business plan because of a lack of financial resources; therefore, management
has redirected their focus towards identifying and pursuing options regarding
the development of a new business plan and direction. The Company intends to
explore various business opportunities that have the potential to generate
positive revenue, profits and cash flow in order to financially accommodate the
costs of being a publicly held company. The Company is in the process of raising
capita by implementing its business plan in Led lighting and expects to generate
sufficient revenue by the fourth quarter of 2010 with a positive cash flow.
Until then, the Company the Company will not have the required capital resources
or credit lines available that are sufficient to fund operations.
The Company has minimal operating costs and expenses at the present time due to
its limited business activities. The Company, however, will be required to raise
additional capital over the next twelve months to meet its current
administrative expenses, and it may do so in connection with or in anticipation
of possible acquisition transactions. This financing may take the form of
additional sales of its equity securities and/or loans from its directors. There
is no assurance that additional financing will be available, if required, or on
terms favorable to the Company.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
The accompanying financial statements have been prepared, in accordance with
accounting principles generally accepted in the United States ("U.S. GAAP") and
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC").
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt with original maturities of three months or less to be cash
equivalents.
8
Fair Value of Financial Instruments
The Company's financial instruments may include cash, subscription receivable,
loans payable and related accrued interest, and accounts payable. All such
instruments are accounted for on a historical cost basis, which, due to the
short maturity of these financial instruments, approximates fair value at June
30, 2010 and December 31, 2009.
Revenue Recognition
Revenue is recognized when all of the following criteria are met: (1) persuasive
evidence that an arrangement exists; (2) delivery has occurred or services have
been rendered; (3) the seller's price to the buyer is fixed and determinable;
and, (4) collectability is reasonably assured. The Company has not earned any
revenue since inception.
Use of Estimates
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting. Under
this approach, deferred income taxes are recorded to reflect the tax
consequences in future years of differences between the tax basis of assets and
liabilities and their financial reporting amounts at each year-end. A valuation
allowance is recorded against the deferred tax asset if management does not
believe the Company has met the "more likely than not" standard to allow
recognition of such an asset.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings per share is calculated on the weighted effect of all common
shares issued and outstanding, and is calculated by dividing net income
available to common stockholders by the weighted average shares outstanding
during the period. Diluted earnings per share, which is calculated by dividing
net income available to common stockholders by the weighted average number of
common shares used in the basic earnings per share calculation, plus the number
of common shares that would be issued assuming conversion of all potentially
dilutive securities outstanding, is not presented separately as it is
anti-dilutive.
The average number of common shares outstanding for the period ended June 30,
2010 has been retroactively adjusted for the 2:1 forward stock split effective
August 17, 2007.
Stock Based Compensation - The Company accounts for stock based compensation
transactions with employees under the provisions of ASC Topic No. 718,
"Compensation, Stock Compensation" ("Topic No. 718"). Topic No. 718 requires the
recognition of the fair value of equity-based compensation in net income. The
fair value of the Company's equity instruments are estimated using a
Black-Scholes option valuation model. This model requires the input of highly
subjective assumptions and elections including expected stock price volatility
and the estimated life of each award. In addition, the calculation of
equity-based compensation costs requires that the Company estimate the number of
awards that will be forfeited during the vesting period. The fair value of
equity-based awards granted to employees is amortized over the vesting period of
the award and the Company elected to use the straight-line method for awards
granted after the adoption of Topic No. 718.
The Company accounts for equity based transactions with non-employees under the
provisions of ASC Topic No. 505-50, "Equity-Based Payments to Non-Employees"
("Topic No. 505-50"). Topic No. 505-50 establishes that equity-based payment
transactions with non-employees shall be measured at the fair value of the
consideration received or the fair value of the equity instruments issued, which
ever is more reliably measurable. When the equity instrument is utilized for
measurement the fair value of the equity instrument is estimated using the
Black-Scholes option valuation model. In general, the Company recognizes an
9
asset or expense in the same manner as if it was to receive cash for the goods
or services instead of paying with or using the equity instrument.
Forward stock split
All references to the Company's outstanding shares, and options, have been
adjusted to give effect to the 2 for 1 forward stock split effective August 17,
2007.
Recently Issued Accounting Pronouncements Affecting the Company The Financial
Accounting Standards Board's ("FASB") Accounting Standards Codification (ASC)
became effective on July 1, 2009. At that date, the ASC became FASB's officially
recognized source of authoritative U.S. generally accepted accounting principles
("GAAP") applicable to all public and non-public non-governmental entities,
superseding existing FASB, American Institute of Certified Public Accountants
("AICPA"), Emerging Issues Task Force ("EITF") and related literature. Rules and
interpretive releases of the SEC under the authority of federal securities laws
are also sources of authoritative GAAP for SEC registrants. All other accounting
literature is considered non-authoritative. The switch to the ASC affects the
way companies refer to U.S. GAAP in financial statements and accounting
policies. Citing particular content in the ASC involves specifying the unique
numeric path to the content through the Topic, Subtopic, Section and Paragraph
structure.
In February 2010, the FASB issued Accounting Standards Update (ASU) No.
2010-08--Technical Corrections to Various Topics. This update's purpose is to
eliminate GAAP inconsistencies, update outdated provisions, and provide needed
clarifications. The adoption of ASU No. 2010-08 will not have a material impact
on the Company's financial statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, could have a material
effect on the accompanying financial statements.
NOTE 3 - FAIR VALUE MEASUREMENTS
The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, for
assets and liabilities measured at fair value on a recurring basis. ASC 820
establishes a common definition for fair value to be applied to existing
generally accepted accounting principles that require the use of fair value
measurements establishes a framework for measuring fair value and expands
disclosure about such fair value measurements. The adoption of ASC 820 did not
have an impact on the Company's financial position or operating results, but did
expand certain disclosures.
ASC 820 defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Additionally, ASC 820 requires the use of
valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs. These inputs are prioritized below:
Level 1: Observable inputs such as quoted market prices in active markets for
identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which
require the use of the reporting entity's own assumptions.
The Company did not have any Level 1, Level 2 or Level 3 assets or liabilities
as of June 30, 2010 and December 31, 2009.
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The Company discloses the estimated fair values for all financial instruments
for which it is practicable to estimate fair value. As of June 30, 2010 and
December 31, 2009, the fair value short-term financial instruments including
subscriptions receivable, loans payable, accounts payable and accrued expenses,
approximates book value due to their short-term duration.
In addition, the Financial Accounting Standards Board ("FASB") issued, "The Fair
Value Option for Financial Assets and Financial Liabilities," effective for
January 1, 2008. This guidance expands opportunities to use fair value
measurements in financial reporting and permits entities to choose to measure
many financial instruments and certain other items at fair value. The Company
did not elect the fair value option for any of its qualifying financial
instruments
NOTE 4 - RELATED PARTY DEBT AND TRANSACTIONS
On December 14th 2006, the Company entered into an Advisory Agreement with
Ludvik Nominees Pty Ltd (a Company 100% owned by Frank Kristan) for services to
be rendered which were payable based on 3% assets under management and 20% of
net profits of Ludvik Capital. The term of the agreement was approximately 11
years, maturing on December 31, 2017.
Frank Kristan served as President and Chief Executive Officer of the Company
from inception, October 20, 2006 through March 31, 2010 and is also the
President of Ludvik Nominees Pty Ltd.
On March 31, 2010 the original 2006 agreement was terminated and a settlement
agreement was created to resolve any outstanding obligations with respect to the
2006 agreement. In accordance with the settlement agreement both parties agreed
that since advisory fees under the December 14th 2006 Agreement were based on
the assets under management that had no value, the Advisor had the option to get
paid a fee of $30,000 per month starting October 2006 including interest.
Furthermore, the remaining principal balance plus accrued interest as of March
31, 2010 was rolled over into a Secured Convertible Note amounting to
$1,503,167.
From the period from inception, October 20, 2006 through the termination of the
original agreement, June 30, 2010, the Company issued its advisors 32,394,269
shares of common stock as payment for services amounting to $484,250
The parties agreed that following components made up the balance of the Secured
Convertible Note as of March 31, 2010:
Advisory Fees $ 1,290,000
Accrued Interest 727,417
Payment for shares issued (484,250)
-----------
Amount payable at June 30, 2010 $ 1,503,167
===========
This note is payable on June 30, 2010 and bears an interest rate of 12% per
annum payable at the end of the term. The outstanding balance and accrued
interest, all or in part, is convertible at the option of the holder into the
Company's common stock at a conversion price of 50% of the stock price, with a
minimum of $.01 per share.
The Company recorded an accrual for advisory fees amounting to $685,750 and an
interest accrual amounting to $429,082 for the year ended December 31, 2009. At
March 31, 2010 the principal and interest was exchanged for a note payable in
the amount of $1,503,167.
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On March 31, 2010, Frank Kristan resigned as President and Director of the
Company. At that time, Isaac H. Sutton was elected to the Board of Directors and
currently serves as the Company's new President and sole director. In addition,
Mr. Sutton currently has a consulting agreement for $60,000 per annum
On March 31, 2010, the Company terminated the advisory agreement with Ludvik
Nominees Pty Ltd. The remaining principal balance plus accrued interest due to
the Company's shareholders and advisors as of March 31, 2010 was rolled over
into a Secured Convertible Note amounting to $1,503,167.
During the period, April 1, 2010 - June 30, 2010, the Company has funded SavWatt
Industries, LLC, a related party $189,150 which is payable and due upon demand.
Isaac H Sutton, The Company's President and Sole Director from March 31, 2010
until the present, is a 50% shareholder in SavWatt Industries, LLC. As of
September 30, 2010 the amount outstanding was $212,325.
During the Period of April 1, 2010 - June 30, 2010, the Company received short
term funding from GoIP Global, Inc and Sutton Global Associates, Inc., which are
also related parties. These companies are controlled by Isaac H. Sutton the
Company's President and Sole Director. As of June 30, 2010 and September 30,
2010,the Company owes these two companies $161,771 and $172,775, respectively.
NOTE 5 - EQUITY TRANSACTIONS FROM INCEPTION TO THE FILING DATE
On October 20, 2006, Ludvik Capital, Inc. was formed to be the successor
corporation by merger of Patriot Advisors, Inc. and Templar Corporation.
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock. As of December 31, 2006 the Company had 40,000,000 shares of
common stock issued and outstanding.
Pursuant to a court order in the US bankruptcy court and December 12th Stock
Purchase Agreement between the Company and Ludvik Nominees Pty Ltd, Patriot
Advisors, Inc. and Templar Corporation merged with the Ludvik Capital, Inc,
whereby the surviving corporation became the registrant, Ludvik Capital, Inc.
Ludvik Nominees Pty Ltd was issued 40,000,000 shares (post forward stock split),
of which approximately 18 million shares of Ludvik common stock were issued to
old creditors of Patriot Advisors and Templar Corp as payment for past
outstanding services and approximately 22 million shares of Ludvik common stock
were held by Ludvik Nominees Pty Ltd. for the initial capital of $20,000.
On February 7, 2007 the United States Bankruptcy Court for the District of Maine
entered an order confirming the December 12, 2006 agreement with the Debtor
whereby, there were 40,000,000 (post forward stock split) unrestricted shares of
the Company's Common Stock issued to creditors and plan participants (as
disclosed in Note 6-Equity Transactions).
On June 19, 2007, the Company issued 24,196 common shares for the acquisition of
CyberSentry. This investment was assessed to have no value.
On July 30, 2007, the Company issued 2,055,710 shares of common stock to
unrelated parties, valued at $5.52 per share for $10,000 in services and an
additional 11,340,000 was recorded as stock based compensation in the Company's
statement of operations.
On August 17, 2007, the Company effected a 2:1 forward stock-split of its issued
and outstanding common stock. The issued and outstanding share capital increased
from 21,042,098 shares of common stock to 42,084,196 shares of common stock. All
per share amounts have been retroactively restated to reflect the forward
stock-split.
12
On October 1, 2007, the Company issued 4,325,000 shares of common stock at $1.01
per share, totaling $4,368,250, in which $64,875 was for repayment of advisory
fees payable to a related party, Ludvik Nominees Pty Ltd, and $4,303,375 was
recorded as stock based compensation in the statement of operations.
On October 3, 2007, the Company issued 10,000,000 shares of common stock at
$1.01 per share, totaling $10,100,000 in which $150,000 was for repayment of
advisory fees payable to a related party, Ludvik Nominees Pty Ltd, and
$9,950,000 was recorded as stock based compensation in the statement of
operations.
On January 15, 2008, the Company issued 15,000,000 shares of common stock at
$.52 per share, totaling $7,800,000 in which $225,000 was for repayment of
advisory fees payable to a related party, Ludvik Nominees Pty Ltd, and
$7,575,000 was recorded as stock based compensation in the statement of
operations.
On June 27, 2008, the Company issued 3,069,269 shares of common stock at $.40
per share, totaling $1,227,708 in which $44,375 was for repayment of advisory
fees payable to a related party, Ludvik Nominees Pty Ltd, and $1,181,669 was
recorded as stock based compensation in the statement of operations.
On February 1, 2009, the Company issued 5,000,000 common shares to an unrelated
party, valued at $.80 per share for $50,000 in services and an additional
$350,001 was recorded as stock based compensation in the Company's statement of
operations.
On April 5, 2010, the Company amended its Articles of Incorporation changing the
name of the Company to SavWatt USA, Inc and increasing the authorized capital
stock to 2,000,000,000 shares of Common Stock and 200,000,000 shares of
Preferred Stock, par value $.0001 per share.
From May 31, 2010 through June 30, 2010 the Company sold 24,000,000 Common
Shares for $240,000, of which $135,000 was received in cash and $105,000 was
recorded in subscription receivable on the balance sheet. As of the date of this
filing, the Company has received the receivable balance in full.
On July 10, 2010, the Company sold 5,000,000 share of common stock for $50,000
NOTE 6 - SUBSEQUENT EVENTS
As of October 1, 2010, accrued interest pertaining to the related party secured
convertible note payable amounted to approximately $130,000. As of the date of
the filing of this report, the Company has yet to make any payments against this
debt and therefore, is currently in default.
On July 1, 2010, the Company entered into an employment agreement with Michael
Haug, as the Company's CEO, which responsibilities include running the daily
operations of SavWatt USA, Inc. The term of the agreement is for one year at a
salary of $84,000, and may be renewed upon mutual agreement by the Company and
the employee.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
CAUTIONARY FORWARD - LOOKING STATEMENT
This Form 10-Q contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Some of the statements
contained in this Form 10-Q for SavWatt USA, Inc., formerly known as Ludvik
Capital, Inc. ("Company"), discuss future expectations, contain projections of
results of operation or financial condition or state other "forward-looking"
information. These statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and is derived using numerous
assumptions.
Management expresses its expectations, beliefs and projections in good
faith and believes the expectations reflected in these forward-looking
statements are based on reasonable assumptions; however, Management cannot
assure current stockholders or prospective stockholders that these expectations,
beliefs and projections will prove to be correct. Such forward-looking
statements reflect the current views of Management with respect to the Company
and anticipated future events.
Management cautions current stockholders and prospective stockholders that
such forward-looking statements, including, without limitation, those relating
to the Company's future business prospects, demand for its products, revenues,
capital needs, expenses, development and operation costs, wherever they occur in
this Form 10-Q, as well as in the documents incorporated by reference herein,
are not guarantees of future performance or results, but are simply estimates
reflecting the best judgment of Management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by such forward-looking statements.
Important factors that may cause actual results to differ from projections
include, for example:
* the success or failure of management's efforts to implement their
business strategy;
* the ability of the Company to raise sufficient capital to meet
operating requirements;
* the uncertainty of consumer demand for our products, services and
technologies;
* the ability of the Company to protect its intellectual property
rights;
* the ability of the Company to compete with major established
companies;
* the effect of changing economic conditions;
* the ability of the Company to attract and retain quality employees;
* the current global recession and financial uncertainty; and
* other risks which may be described in future filings with the SEC.
14
Words such as "anticipates," "expects," "intends," "plans," "believes,"
"seeks," "estimates," and variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual results and
outcomes may differ materially from what is expressed or forecasted in any such
forward-looking statements. Unless required by law, the Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
GENERAL
The Company was incorporated on October 20, 2006, under the name of Ludvik
Capital, Inc. We changed our name to SavWatt USA, Inc. on April 5, 2010. On
January 12, 2007, we filed a Form 10 registration statement under section 12(g)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"). As a
consequence of filing our Form 10, we became subject to the periodic reporting
requirements of the Exchange Act and were required to file Annual Reports of
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy
Statements pursuant to Regulation 14A and Schedule 14C Information Statements
pursuant to the Exchange Act.
Our prior management filed numerous Form 8-K Current Reports, but failed to
file the requisite Annual Reports on Form 10-K for the fiscal years ended
December 31, 2006, 2007, 2008 and 2009. In addition, our prior management failed
to file Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30
and September 30, 2007, for the quarters ended March 31, June 30 and September
30, 2008, for the quarters ended March 31, June 30 and September 30, 2009.
As a result of prior management's failure to file the above described
periodic reports, our common stock is not eligible for quotation on the
Over-the-Counter Bulletin Board. Instead our common stock is quoted on the "Pink
Sheets." Our management is intent on taking all steps necessary to have our
common stock quoted on the Over-the-Counter Bulletin Board and is filing this
Form 10-Q Quarterly Report for the Quarter Ended June 30, 2010, and has filed
the Form 10-K Annual Reports for the Fiscal Years Ended December 31, 2007, 2008
and 2009, and delinquent Form 10-Q Quarterly Reports described above. We are
also seeking a market maker to file a Form 211 with FINRA in order for us to
obtain a new trading symbol and have our shares quoted on the Over-the-Counter
Bulletin Board.
While this Form 10-Q contains narrative information about our Company that
is current, this Form 10-Q contains unaudited financial statements for 2010,
which are obviously outdated and do not present our current financial condition.
THEREFORE, OUR SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE URGED TO READ OUR
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 PRIOR TO
MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SHARES OF OUR COMMON STOCK.
The financial statements included in this Form 10-Q have been prepared in
accordance with generally accepted accounting principles for financial
information and have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for smaller reporting companies. In the
opinion of management, all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of the results of operations for the period
from October 20, 2006 (Inception) to June 30, 2010 have been reflected herein.
15
The results of operations for the period from October 20, 2006 (Inception)
to June 30, 2010 are not necessarily indicative of the results to be expected in
the future. These statements should be read in conjunction with the audited
financial statements for the year ended December 31, 2009 included in our
previously filed Form 10-K.
RESULTS OF OPERATIONS
The Company has not generated any revenues since its inception on October
20, 2006.
FOR THE THREE MONTHS ENDED JUNE 30, 2010
The Company's operations for the quarter ended June 30, 2010 consist of
General and administrative expenses incurred in the amount of $85,194.
FOR THE PERIOD FROM OCTOBER 20, 2006 (INCEPTION) TO JUNE 30,2010
Expenses from inception consist of professional fees of $1,322,600 and
general and administrative expenses consisting of organization and related
expenses of $102,604 and $34,700,044 related to the issuance of stock based
compensation.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations from inception to date through the sale of
common stock, amounting to $155,000.
We had minimal cash on hand as of June 30, 2010 and a working capital
deficiency of $1,393,456. We will continue to need additional cash during the
following twelve months and these needs will coincide with the cash demands
resulting from implementing our business plan and remaining current with our
Securities and Exchange Commission filings. There is no assurance that we will
be able to obtain additional capital as required, or obtain the capital on
acceptable terms and conditions.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has not begun generating revenue, is
considered a development stage company, has experienced recurring net operating
losses and had a net loss of $518,624 for the Six months ended June 30, 2010.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this uncertainty. We will
need to raise funds or implement our business plan to continue operations.
16
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures.
Since the Company has securities registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 ("Exchange Act"), the Company is responsible for
maintaining, and management is responsible for evaluating, the effectiveness of,
disclosure controls and procedures as provided in Rule 13a-15(e) of the Exchange
Act. Item 307 of the SEC's Regulation S-K requires that our principal executive
and principal financial officer evaluate the effectiveness of the design and
operation of our disclosure controls and procedures. The term "disclosure
controls and procedures," as defined in Rules 13a-15(e) under the Securities and
Exchange Act of 1934, as amended ("Exchange Act"), means controls and other
procedures of a company that are designed to ensure that information required to
be disclosed by the company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures also include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate, to allow timely decisions regarding required
disclosure. Management reviewed our disclosure controls and procedures as of
June 30, 2010, and determined that our disclosure controls and procedures were
ineffective as of June 30, 2010, as evidenced by, among others things, the late
filing of our Exchange Act reports.
(b) Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2010, we did not make any changes in our
internal controls over financial reporting.
17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not aware of any threatened or pending litigation against
The Company.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. (REMOVED AND RESERVED)
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
See Exhibit Index below for exhibits required by Item 601 of regulation
S-K.
18
Exhibit Description
------- -----------
3.1* Certificate of Incorporation filed with the Secretary of State of
Delaware on October 20, 2006 (Exhibit 3.1 to the Company's
Registration Statement on Form 10 filed with the Commission on
October 27, 2009).
3.2* By-laws of the Company (Exhibit 3.2 to the Company's Registration
Statement on Form 10 filed with the Commission on October 27, 2009).
14* Code of Ethics (Exhibit 14 to the Company's Annual Report on Form
10-K for the Fiscal Year Ended December 31, 2009, filed with the
Commission on March 5, 2010).
31.1** Certification under Section 302 of Sarbanes-Oxley Act of 2002.
32.1** Certification under Section 906 of Sarbanes-Oxley Act of 2002.
----------
* Exhibits incorporated herein by reference. File No. 000-53807.
** Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SavWatt USA, Inc.
Dated: January 28, 2011 /s/ Isaac H. Sutton
-------------------------------------
By: Isaac H. Sutton
Its: President and Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this amended report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: January 28, 2011 /s/ Isaac H. Sutton
-------------------------------------
By: Isaac H. Sutton
Its: President, Chief Financial Officer
and Director (Principal Executive
Officer) (Principal Financial Officer
and Principal Accounting Officer)
1
