FROM SEC FILINGS: NOTE 7 – ACQUISITIONS AND INVESTMENTS
Teledigit, Inc.
On January 29, 2008 the company signed an acquisition agreement to purchase a Portland, OR based company named Teledigit Inc. The acquisition agreement is to purchase 100% of Teledigit in exchange for 80,000 shares of the Company’s series “E” Preferred Stock convertible to $1.00 common stock per share and a $720,000 convertible note payable. The note is convertible into 720,000 Series “E” Preferred Shares plus interest of 6%. As of June 16, 2008, the acquisition of Teledigit was completed.
Teledigit was a locally owned and operated Telecommunications & Data company in the Pacific Northwest. Established in 1995, Teledigit bases its operations out of Portland, Oregon serving customers in the greater Portland Metropolitan/Vancouver, WA areas. It provides installation and service for business voice needs, including key systems, PBX’s, voicemail, data networking and cabling. Revenues for fiscal year 2007 exceeded $1.7 million dollars. As of June 16, 2008, Teledigit is now a wholly owned subsidiary of NW Tech Capital, Inc. The general operations of Teledigit remain the same.
The acquisition has been accounted for as a purchase in accordance with Statement of Financial Accounting Standard No. 141 Business Combinations .
The total purchase price was allocated as follows:
Cash $ 21,871
Accounts receivable 176,187
Inventories 46,808
Fixed assets 138,203
Other assets 680
Accounts payable (18,835 )
Current liabilities (1,080 )
Bank line of credit (82,580 )
Notes payable (47,770 )
Goodwill 586,516
Purchase price $ 820,000
None of the $586,516 of goodwill is subject to amortization, but an annual impairment test. As of the date of these financial statements, no triggering event has occurred which would indicate an impairment of this amount.
The Company’s condensed consolidated financial statements include Teledigit’s results of operations subsequent to its acquisition on June 16, 2008.
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