Attached files

file filename
8-K/A - AMENDED CURRENT REPORT - Novagen Ingenium Inc.novz_super8ka25jun12.htm
EX-21.0 - LIST OF SUBSIDIARIES - Novagen Ingenium Inc.novz_super8ka25jun12x210.htm
EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS OF RENEGADE STREETWEAR PTY LTD. - Novagen Ingenium Inc.novz_super8ka25jun12x991.htm
EX-99.3 - UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS - Novagen Ingenium Inc.novz_super8ka25jun12x993.htm

Exhibit 99.2

 

RENEGADE STREETWEAR PTY LTD

 

STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

(Expressed in U.S. Dollars)

   Note  Three months ended
March 31, 2012
      $
       
Continuing operations          
           
Income from transactions   2    7 
Cost of sales        —   
Gross Profit        7 
           
Expenses from transactions          
Amortisation expenses        305 
Advertising and promotional expense        484 
Finance costs        20 
Repairs and maintenance        —   
Software expenses        68 
Administration expenses        —   
Professional fee expense        640 
Formation expenses        —   
 
Total expenses from transactions
        1,517 
           
Net result from transactions        (1,510)
           
Other economic flows included in net result          
Income tax (expense)/benefit   4    —   
Total other economic flows included in net result        —   
           
Net operating result        (1,510)
           
Other economic flows – other non-owner changes in equity        —   
           
Comprehensive result        (1,510)
           

The accompanying notes form part of these financial statements

1
 

 

RENEGADE STREETWEAR PTY LTD

 

STATEMENT OF FINANCIAL POSITION (Unaudited)

(Expressed in U.S. Dollars)

   Note  As at
March 31,
2012
  As at
December 31, 2011
      $  $
ASSETS               
                
CURRENT ASSETS               
Cash and cash equivalents   5    1,208    2,611 
Inventory   6    3,070    3,070 
Other assets        70    —   
TOTAL CURRENT ASSETS        4,348    5,681 
                
NON CURRENT ASSETS               
Intangibles   7    2,748    3,053 
TOTAL NON CURRENT ASSETS        2,748    3,053 
                
TOTAL ASSETS        7,096    8,734 
                
CURRENT LIABILITIES               
Trade and other payables   8    6,500    6,628 
Financial liabilities   9    499    499 
TOTAL CURRENT LIABILITIES        6,999    7,127 
                
NON CURRENT LIABILITIES               
Financial Liabilities   9    10,000    10,000 
TOTAL NON CURRENT LIABILITIES        10,000    10,000 
                
TOTAL LIABILITIES        16,999    17,127 
                
NET DEFICIENCY        (9,903)   (8,393)
                
EQUITY               
Issued capital   10    100    100 
Accumulated (losses)   11    (10,003)   (8,493)
 
TOTAL EQUITY
        (9,903)   (8,393)
                

The accompanying notes form part of these financial statements

2
 

 

RENEGADE STREETWEAR PTY LTD

 

STATEMENT OF CASH FLOWS (Unaudited)

(Expressed in U.S. Dollars)

   NOTE  Three months ended
March 31, 2012
      $
       
CASH FLOWS FROM OPERATING ACTIVITIES          
Cash receipts in the course of operations        —   
Interest received        7 
Net GST received from the Australian Taxation Office        (198)
Cash payments in the course of operations        (1,212)
Net cash provided by operating activities   15 (ii)    (1,403)
           
           
CASH FLOWS FROM INVESTING ACTIVITIES          
(Payments) for intangibles        —   
Net cash used in investing activities        —   
           
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Net Proceeds from borrowings        —   
Proceeds from share issue        —   
Net cash provided by financing activities        —   
           
           
Net (decrease) / increase in cash held        (1,403)
           
Cash at the beginning of period        2,611 
           
Cash at the end of the period   15 (i)    1,208 
           

The accompanying notes form part of these financial statements

3
 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
   
(a) General System of Accounting underlying the Financial Statements
   
  These financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and Urgent Issues Group Interpretations.
   
  These financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
   
  The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
   
  The Company was incorporated in Australia on 12 April 2011. The financial statements are presented in Australian dollars, which is Renegade’s functional and presentation currency.
   
(b) Revenue Recognition
   
  Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed.
   
  Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and cessation of all involvement in those goods.
   
(c) Goods and Services Tax
   
  Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO).  In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
   
  Receivables and payables are stated with the amount of GST included.
   
  The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.  Cash flows are included in the statement of cash flows on a gross basis.  The GST components of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the ATO are classified as operating cash flows.
   
4
 

 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

1. SUMMARY OF ACCOUNTING POLICIES (continued)
   
(d) Cash and cash equivalents
   
  Cash and deposits, including cash equivalents, comprise cash on hand and cash at bank, deposits at call and highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.
   
  For the statement of cash flows’ presentation purposes, cash and deposits consist of cash and cash equivalents as defined above.
   
(e) Financial Instruments
   
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either purchase or sell the asset (ie trade date accounting is adopted).
 
Classification and subsequent measurement
 
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.
 
Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period, which will be classified as non-current assets.
 
(ii) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the company’s intention to hold these investments to maturity.  They are subsequently measured at amortised cost.
 
Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period, which will be classified as current assets.
 
If during the period the company sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire category of held-to-maturity investment would be tainted and would be reclassified as available-for-sale.
 
(iii) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.
5
 

 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

1. SUMMARY OF ACCOUNTING POLICIES (continued)
   
(f) Taxation
 
The Company adopts the liability method of tax effect accounting. Income tax expense is calculated on operating profit adjusted for permanent differences between taxable and accounting income. The tax effect of timing differences, which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the statement of financial position as a deferred tax asset or a deferred tax liability.
 
Deferred tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Deferred tax benefits relating to tax losses are only brought to account when their realisation is virtually certain.
 
(g) Foreign currency translation
 
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Australian dollars, which is Renegade’s functional and presentation currency.
 
(h) Intangibles
 
Intangible assets represent identifiable non-monetary assets without physical substance such as computer software. Intangible assets are initially recognised at cost. Subsequently, intangible assets with finite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses.  Costs incurred subsequent to initial acquisition are capitalised when it is expected that additional future economic benefits will flow to the Company.
 
(i) Adoption of new and revised accounting standards
 
During the current period the Company has adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods and which the company has decided not to early adopt. 
 

 

6
 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

   

Three months ended

March 31,
2012

$

 

Three months ended

March 31,
2011

$

2. REVENUE      
  Revenues from ordinary activities      
  Revenues from sale of goods -   -
  Other income 7   -
    7   -
         
3. AUDITORS’ REMUNERATION      
  Audit services:      
  Auditors of the Company – DFK Collins 6,500   -
    6,500   -
         
4.
INCOME TAX EXPENSE
     
  The prima facie tax payable on the profit/(loss) from ordinary activities before income tax is reconciled to the income tax expense as follows:      
  Prima facie tax payable on operating result before income tax at 30% (2010: 30%): -   -
  Income tax expense attributable to ordinary activities -   -
         
   

As at

March 31,
2012

$

 

As at

December 31,
2011

$

5. CASH  AND CASH EQUIVALENTS      
  Cash on hand 100   100
  Cash at bank 1,108   2,511
    1,208   2,611
         
6. INVENTORY      
  Finished goods 3,070   3,070
    3,070   3,070
         
7. INTANGIBLE ASSETS      
  Software at Cost 4,000   4,000
  Less Accumulated Amortisation (1,252)   (947)
  Total Intangible Assets 2,748   3,053
           
  RECONCILIATION OF CARRYING AMOUNT        
 

 

January 1, 2012

3,053  

 

-

 
  Additions -   4,000  
  Amortisation (305)   (947)  
    2,748   3,053  
7
 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

   

As at

March 31,
2012

$

 

As at
December 31,
2011

$

         
8. PAYABLES      
  Current      
  Accruals 6,500   6,500
  GST Payable -   128
    6,500   6,628
         
9. FINANCIAL LIABILITIES      
  Current      
  Employee Loan 499   499
    499   499
         
  Non Current      
  Shareholder Loan – unsecured, interest free 5,000   5,000
  Other Loan – unsecured, interest free 5,000   5,000
    10,000   10,000
10. ISSUED CAPITAL      
  Issued Capital 100   100
  Total Issued Capital 100   100
         
11. ACCUMULATED LOSSES      
  Accumulated losses at the beginning of the financial period (8,493)  

 

-

  Net (loss) from ordinary activities after income tax expense (1,510)  

 

(8,493)

  Accumulated (losses) at the end of the financial period (10,003)  

 

(8,493)

8
 

 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

   

As at

March 31,
2012

$

 

As at December 31,
2011

$

12. COMMITMENTS      
  Operating lease commitments      
  Future operating lease rentals of premises, plant and equipment not provided for in the financial statements and payable:      
  Not later than one year -   -
  Later than one year but not later than five years -   -
  Later than five years -   -
    -   -
         
         
13. DIRECTORS' REMUNERATION      
  Directors’ income      
         
  Total income paid or payable, or otherwise made available to all directors of the Company or any related party.       
    -   -
         
  Retirement benefits      
  Retirement benefits paid to directors of the Company, being amounts that have been previously approved by the members of the Company in a general meeting.

 

 

-

 

 

 

-

         
14. NUMBER OF EMPLOYEES      
         
  The number of equivalent full-time employees at the reporting date:

 

-

 

 

-

         
9
 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

   

Three months
ended

March 31,

2012

    $
15. NOTES TO THE STATEMENT OF CASH FLOWS  
(i) Reconciliation of cash  
  For the purposes of the cash flow statement, cash includes cash on hand and short term deposits with banks or financial institutions.  
  Cash at the end of the financial period as shown in the statement of cash flows is reconciled to the related items in the statement of comprehensive income as follows:  
  Cash assets 1,208
     
(ii) Reconciliation of operating result  to net cash provided used in operating activities  
  Operating (loss) after income tax (1,510)
  Add/(Less) non-cash items:  
  Amortisation 305
  Net cash used in operating activities before change in assets and liabilities (1,205)
  Changes in assets and liabilities:  
  (Increase) in inventory -
  Increase(decrease) in GST payable (198)
  Net cash used in operating activities (1,403)
10
 

 

RENEGADE STREETWEAR PTY LTD

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

 

 

   

As at

March 31,
2012

$

 

As at
December 31,
2011

$

         
16. RELATED PARTY TRANSACTIONS      
  Directors      
 

The name of the persons holding positions of directors of the Company during the financial period are:

 

Shane Habermann

Peter Gordon

Robert Stapleton

     
         
  Details of directors’ remuneration and retirement benefits are set out in Note 15.      
         
  The aggregate amount of debts, other than trade debts, due and receivable from and payable to related entities by the Company at balance date:      
         
  Payables      
  Loan – Stapleton 5,000   5,000
  Loan – Habermann 5,000   5,000
    10,000   10,000

 

17. SEGMENT REPORTING
   
  The Company operates in one industry and within Australia.
   
18. SUBSEQUENT EVENTS
   
 

On June 25, 2012, Novagen Solar Inc (“Novagen”) completed the acquisition of all of the outstanding capital stock of Renegade Streetwear Pty Ltd, from Rebecca Anderson, Robert Stapleton and Aija Annelli Haberman, for an aggregate of 400,000 shares of Novagen’s common stock.