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Energenx, Inc. – ‘10KSB’ for 12/31/07

On:  Tuesday, 4/1/08, at 9:14pm ET   ·   As of:  4/2/08   ·   For:  12/31/07   ·   Accession #:  1144204-8-20001   ·   File #:  0-50739

Previous ‘10KSB’:  ‘10KSB/A’ on 4/20/07 for 12/31/06   ·   Latest ‘10KSB’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/02/08  Energenx, Inc.                    10KSB      12/31/07    4:1.3M                                   Toppan Vintage/FA

Annual Report by a Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report by a Small Business                   HTML    672K 
 2: EX-31.1     Certification -- Sarbanes-Oxley Act - Sect. 302     HTML     10K 
 3: EX-31.2     Certification -- Sarbanes-Oxley Act - Sect. 302     HTML     10K 
 4: EX-32       Certification -- Sarbanes-Oxley Act - Sect. 906     HTML     11K 


10KSB   —   Annual Report by a Small Business


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

þ
Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2007.

¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _____.

Commission File Number 000-50739
 
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
20-1044677
(I.R.S. employer
identification number)
 
6200 E. Commerce Loop, Post Falls, ID 83854
(Address of principal executive offices and zip code)
(208) 665-5553
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨

Check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ NO ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨ NO þ

The issuer’s revenues for its fiscal year ended December 31, 2007 were $17,985

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer, as of March 27, 2008 was $7,120,151.

Number of shares outstanding of the issuer’s common stock as of March 27, 2008: 29,697,276 shares.

Transitional Small Business Disclosure Format (Check one): Yes o; No x 
 


 
 
TABLE OF CONTENTS

       
Page
PART I
     
 
             
   
Item 1.
 
Description of Business
 
4
           
 
   
Item 2.
 
Description of Property
 
14
           
 
   
Item 3.
 
Legal Proceedings
 
14
           
 
   
Item 4.
 
Submission of Matters to a Vote of Security Holders
 
14
           
 
PART II
     
 
           
 
   
Item 5.
 
Market for Common Equity and Related Stockholder Matters
 
15
           
 
   
Item 6
 
Management’s Discussion and Analysis or Plan of Operation
 
16
           
 
   
Item 7.
 
Financial Statements
 
28
           
 
   
Item 8.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
28
           
 
   
Item 8A(T).
 
Controls and Procedures
 
28
           
 
   
Item 8B.
 
Other Information
 
30
           
 
PART III
     
 
           
 
   
Item 9.
 
Directors, Executive Officers of the Registrant; Compliance with Section 16 (a) of the Securities Exchange Act
 
31
           
 
   
Item 10.
 
Executive Compensation
 
34
           
 
   
Item 11.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
36
         
   
Item 12.
 
Certain Relationships and Related Transactions
 
37
           
 
   
Item 13.
 
Exhibits
 
38
           
 
   
Item 14.
 
Principal Accountant Fees and Services
 
38
           
 
EXHIBIT INDEX
     
39
           
 
SIGNATURES
     
41
 


FORWARD LOOKING STATEMENTS

This Report on Form 10-KSB and the documents incorporated by reference include “forward-looking statements”. To the extent that the information presented in this Report on Form 10-KSB discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections of this Report on Form 10-KSB. These cautionary statements identify important factors that could cause actual results to differ materially from those described in the forward-looking statements. When considering forward-looking statements in this prospectus, you should keep in mind the cautionary statements in the “Risk Factors” section above and “Management’s Discussion and Analysis or Plan of Operation” section below, and other sections of this Report on Form 10-KSB.

The statements contained in this Report on Form 10-KSB that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those included in such forward-looking statements. There are many factors that could cause actual results to differ materially from the forward looking statements. For a detailed explanation of such risks, please see the section entitled “Risk Factors” beginning on page 18 of this Report on Form 10-KSB. Such risks, as well as such other risks and uncertainties as are detailed in our SEC reports and filings for a discussion of the factors that could cause actual results to differ materially from the forward- looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.
 
The following discussion should be read in conjunction with the audited consolidated financial statements and the notes included in this Report on Form 10-KSB and the section entitled “Management’s Discussion and Analysis or Plan of Operation” included in this Report on Form 10-KSB.
 
3


PART I

Item 1. Description of Business.

TABLE OF CONTENTS

A. Energenx - Introduction, Business Strategy
 
4
B. Energenx Research and Product Development Programs
 
6
C. Licensed Proprietary Technology
 
9
D. Out-Licensed Technology
 
10
E. Competition
 
11
G. Strategic Alliance
 
12
H. Marketing and Sales
 
12
I. Patents, Trademarks, and Copyrights
 
13
J. Employees
 
14
 
A. Energenx Inc. - Introduction, Business Strategy

Energenx, Inc. (“Energenx”), is a technology based company engaged in the discovery, research and development of novel electromagnetic motor/generator and battery rejuvenator/battery charger systems. Energenx, formerly Bedini Technology, Inc., was incorporated in Nevada on September 29, 1999.

Our proprietary technology is based on a hybrid electromagnetic motor/generator and on a two phase solid state battery charger that uses an innovative method for pulse charging batteries, both invented by John C. Bedini, a co-founder of Energenx, who is currently the Vice President for Research and Development of Energenx and a member of the board of directors.

The hybrid electromagnetic motor/generator is a low friction motor that utilizes a flywheel design configured with opposing magnets to charge dead batteries in a highly efficient manner, needing only a small trigger pulse of electricity from a primary battery or from the electrical power grid. We have built and tested several hybrid motor/generator prototypes based on the hybrid electromagnetic motor/generator. We intend to develop and test energy generation system prototypes that can be utilized to efficiently charge batteries for many home and industrial applications.

Our patented battery charger system is based on a solid state battery charger that uses a two phase method to charge batteries with pulsating current rather than with a constant charge current as is used with conventional battery chargers. This technology can be used to increase and preserve for a longer period of time the energy stored in the charged battery as compared to constant current battery chargers. We have utilized this solid state pulse battery charger technology in our lead product candidate, the Potential Battery Charger. We have also built and began field testing a prototype of a Battery Charge Control Unit for use with residential solar and wind powered electric systems. The Charge Control System is a 12 and 24 volt variation of the Potential Battery Charger that uses digital circuitry to monitor and switch between two banks of batteries.
 
4


Energenx acquired the exclusive worldwide patent rights to the platform technology underlying the hybrid electromagnetic motor/generator from John Bedini pursuant to an Exclusive License Agreement and Right to Purchase Patents dated October 8, 1999. Energenx also acquired worldwide patent rights to proprietary battery charging technology from John Bedini pursuant to a second Exclusive License Agreement and Right to Purchase Patents dated May 1, 2001.

Our business strategy is to segregate the market pertaining to various energy generation and battery charging products and technical applications, then enter into sub-licensing agreements with third party companies. We plan to derive our revenues from licensing fees, royalties from product sales, profits from the manufacture and sale of key proprietary components and from research and development contracts.

On December 1, 2004, Energenx entered into an Exclusive Technology License Agreement with GTG Corp. pursuant to which Energenx granted an exclusive sub-license to sell and manufacture the Potential Battery Charger to GTG Corp. GTG Corp. is largely owned and controlled by Marvin Redenius, a member of our board of directors. The exclusive license is limited to North America and covers the electric vehicle market, excluding automobiles. Under the terms of the sub-license agreement, Energenx will receive a 5% royalty based on the gross sales price of the units by GTG Corp. In addition, the agreement contemplates that Energenx will supply proprietary electronic components of the Potential Battery Charger, known as Potential hybrid modules, to the licensee on a cost plus basis. The grant of the exclusive sub-license was part of an integrated transaction whereby Mr. Redenius purchased an aggregate of 4,800,000 shares of common stock of Energenx in return for an aggregate investment of $1 million between March and August 2004. Mr. Redenius also became a member of our board of directors as part of these transactions in March 2004.

On December 27, 2004 Energenx and Edward II, Inc. (“Edward II”), a Nevada corporation and a reporting company under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), entered into an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) whereby Energenx acquired all of the outstanding shares of common stock of Edward II from its sole shareholder in exchange for payment of cash at a per share price equal to the par value of $0.001. Energenx was the surviving corporation in the transaction and its officers and directors became those of the surviving corporation. The sole director and officer of Edward II resigned on the effective date of the merger. Edward II was a blank check company incorporated in March 2004, and had no business activities prior to the date of the Acquisition Agreement. Edward II was incorporated for the purpose of becoming a fully reporting company and subsequently finding a merger candidate. Pursuant to Rule 12g-3 of the Exchange Act Energenx is the successor issuer to Edward II for reporting purposes under the Exchange Act.

Our executive offices are located at 6200 E. Commerce Loop, Post Falls, Idaho 83854, telephone number (208) 665-5553.
 
5


Energenx’s fiscal year end is December 31.

B. Energenx Research and Product Development Programs.
 
We spent $215,469 and $209,913 respectively, in our fiscal years ending December 31, 2007 and 2006 on the development of the products described below.
 
Solid State Pulse Battery Chargers

Our pulse charging solid state battery charger system uses a two phase method to charge batteries with pulsating current rather than with a constant charge current as is used with conventional battery chargers. This type of device uses a timed electrical pulse to create a waveform in a direct current electrical pulse to be discharged into the battery receiving the charge. Our research indicates that this technology can be used to increase and preserve for a longer period of time the energy stored in the charged battery as compared to constant current battery chargers. Through our research and development efforts, we have refined our pulse charging technology through several product prototypes.

Battery Charger Products

During 2006 and early 2007 we completed development of a solid state pulse current battery charging system called the Potential Battery Charger, specifically designed to charge electric powered vehicles such as golf carts, ATVs, forklifts and back-up battery systems. This type of charger incorporated the use of our patented solid-state technology. Originally Energenx developed a 36 volt version of the Potential Battery Charger designed for use in certain golf carts and forklifts. The 36 volt Potential Battery Charger was submitted for the UL (Underwriter’s Laboratories) assessment and testing process by GTG Corp. in 2006 and received a class A rating by UL for the US market in late 2006. In April 2007 we delivered a forklift version of a 36/48 volt of our Potential Battery Charger to GTG Corp. for testing and potentially for further UL assessment, testing and certification. In mid 2007, we decided to discontinue the Potential Battery Chargers and replace them with a new set of battery charger products which are also battery rejuvenators, as described below.

Battery Charger/Rejuvenators

In the second quarter of 2007 we decided to shift our product development utilizing our pulse charging solid state battery charger system towards combination battery chargers and rejuvenators based on a new proprietary process using unidirectional wave impulses that could also rejuvenate batteries. The rejuvenation process systematically breaks through the sulfation associated with older batteries and return them to active material within the electro-chemical process. Once the sulfation becomes active material it then can be re-plated to the plates of the battery, which occurs through the charging process. This results in a denser charge capacity and improved battery performance. The net result of this is that the batteries become capable of delivering many more charge/discharge cycles than batteries charged conventionally. This extends the life of the batteries and reduces the cost of battery replacement. This can be the largest economic benefit because battery replacement is the most expensive unnecessary cost associated with running electric vehicles. The rejuvenation process requires more energy than conventional battery chargers in the rejuvenation process, but significantly increaces the amount of usable power over multiple charge and discharge cycles. With conventional battery charging, battery capacity degrades with each consecutive charge and discharge cycle. For this reason, the common practice is to place the battery on the charger more frequently and/or for longer periods of time. Less energy is required to just charge a battery, but the charging process alone will not break up the build up of sulfation that occurs during the charging/discharging cycles. On June 2, 2007 we delivered a new 36/48 volt golf cart charger/rejuvenator to GTG Corp. also for in-house testing and potentially for further UL assessment, testing and certification. If positive results from such testing are obtained, GTG may re-submit pre-production models of the newest charger/rejuvenator version of the 36/48 volt battery charger for further UL assessment and certification. Currently the parties intend to manufacture the 36/48 volt charger/rejuvenator necessary for UL assessment and certification at Energenx premises. After full UL certification, GTG Corp. would then manufacture, market and sell the charger/rejuvenator products.
 
6

 
In addition, in May 2007 we completed development of a 12/24 volt battery charger/rejuvenator for retail sales for charging and rejuvenation of lead acid batteries. During 2007 we sold 139 of the 12 volt battery charger/rejuvenator units to Renaissance Charger LLC who are undertaking in-house testing and sample marketing of these battery charger/rejuvenator units, which resulted in the recognition of $17,985 of revenue for the fiscal year ending December 31, 2007. Renaissance has sold these battery charger/rejuvenator units to customers, many of whom have provided valuable feedback about their performance. Depending on the results of the in-house testing being undertaken by Renaissance Charger LLC, Energenx and Renaissance may enter into a joint venture relationship.
 
We are also developing the following charger/rejuvenator products which we will sell to Renaissance Charger for in-house testing and sample marketing:
 
·  
12 volt charger/rejuvenator for lead-acid, gel-cell and AGM (Absorbed Glass Mat) batteries used in trucks, autos, motorcycles, marine craft and recreational vehicles to be marketed to repair shops and dealerships.

·  
universal battery charger/rejuvenator for nickel-cadmium and nickel-metial hydride , lead acid primary cells, and tool batteries between 1.5 and 24 volts used in cordless power tools, phones, toys and back up UPS (uninterruptible power supply)supplies

·  
72-144 volt battery charger/rejuvenator for electric vehicles and hybrids

·  
12/24 volt Solar/Wind Charge Controller for use with lead-acid, gel-cell, nickel-metail hydride and AGM battery banks utilized in conjunction with solar and/or wind power
 
Of these products, the first two are covered by the GTG license agreement.
 
7


Once the development for the North American market for the battery charger/rejuvenators is sufficiently advanced, Energenx intends to seek licensees in other countries in order to cover other geographical regions.

Battery Charge Control Unit for Renewable Energy System Storage Batteries.

Using the same battery charging technology base as utilized in our battery chargers, in late 2006, we built and began field testing a prototype of a battery charge control unit for use with residential solar and wind powered electric systems, called the Solar Kick Radiant Charge Controller. This Solar Kick charge controller is a 12 and 24 volt variation of the proprietary Energenx battery chargers that uses digital circuitry to monitor and switch the charge between two banks of batteries. The system, in addition to all of the advantages associated with our battery charge systems described above, is able to deliver more of the available energy from the source (the solar panels or wind turbine generator) to the batteries than conventional chargers. Based on preliminary testing, this appears to result in an increase of performance in such systems when solar or wind conditions are less then optimal.

Energenx plans to build and test further prototypes for application with solar and wind systems, initially for small power supply units for individual buildings. Since the same principles are applicable for larger systems, the product spectrum could subsequently be extended into those areas. The intent is to provide the market with systems with higher efficiency than existing on the market today, resulting in a higher energy output from the same primary energy source.

Upon the successful conclusion of a testing period of the charge control system, Energenx intends to seek to license out this technology for the manufacturing and sales of the Charge Control units in the United States, Canada, and Mexico. We plan to work with such future licensee to finalize the development of a Charge Control System, assist in industrializing the product line, and obtaining UL certification.

Electromagnetic Motor/Generator Battery Energy System

The hybrid electromagnetic motor generator can produce mechanical energy using electrical energy pulses from a primary bank of batteries (or another source of electricity) and efficiently recharges a second bank of batteries simultaneously. The charging and discharge of the banks of batteries are cycled so that at any given point in time, one bank of batteries is charging the other bank of batteries while it also utilizes excess energy to provide electrical current, via a direct current/alternating current inverter, to be consumed for other purposes. The two phase pulse system for charging the second bank of batteries is based on the same proprietary technology as that used in the Potential Battery Charger. Prototype models have demonstrated remarkable efficiencies, with seventy percent battery recharge as well as thirty percent mechanical energy production.

We have the longer term intention to develop and test energy generation systems that can be utilized to efficiently charge batteries for many home and industrial applications. It is contemplated that our electromagnetic motor generator battery systems could be used to efficiently store energy from various sources, for example, from the electrical grid, from alternating current generators, from solar cells, wind or hydropower turbines, and be available for long term back up power.
 
8


C. Licensed Proprietary Technology

Bedini Exclusive Technology License Agreements

On October 8, 1999, pursuant to an Exclusive Technology License Agreement and Right to Purchase Patents, we obtained an exclusive license from John Bedini to a patent application and any proprietary technology developed by John Bedini involving a back electromagnetic force permanent electromagnetic motor generator. A patent application covered by the license agreement relating to this technology was subsequently filed on January 13, 2000 and issued as a patent on May 21, 2002 concerning a “Device and method of a back EMF permanent electromagnetic motor generator”. John Bedini also agreed, in the event that he was granted domestic or foreign patents relating to the back electromagnetic force permanent electromagnetic motor generator in the future, that John Bedini would, within 60 days, assign all right, title and interest in such patents to Energenx. After the patent application covered by the license agreement was issued, John Bedini assigned the patent to Energenx, with Energenx retaining its obligations under the license agreement.

Under the 1999 License Agreement Energenx agreed to pay an up front license fee of $50,000. The license fee was paid over a several year period ending in 2004. In addition Energenx must pay a royalty of five percent on of the net selling price per unit of any licensed product sold by Energenx. Energenx was granted the right to enter into exclusive sublicenses concerning the licensed technology upon written authorization from John Bedini. Energenx must pay to John Bedini a three percent royalty on all product royalty income per unit received by Energenx from a sub-licensee. In addition, Energenx undertakes to pay to John Bedini fifty percent of any license fee paid as part of a sub-license agreement.

On May 1, 2001, we entered into an Exclusive Technology License Agreement with John Bedini, our Vice President for Research and Development, a director, and a co-founder of our company. Pursuant to the License Agreement John Bedini granted Energenx an exclusive worldwide license to proprietary technology involving a monopole energy delivery system utilized in charging batteries. The license covers any patents, any filed patent applications or patent applications to be filed in the future, and improvements, proprietary information including trade secrets, technical and scientific information and know how for the purpose of using the proprietary battery charging technology. At the time of the Licensing Agreement one patent application concerning the proprietary battery charging technology had been filed and was subsequently issued as a patent. In addition, another patent concerning the proprietary battery charging technology and covered by the Licensing Agreement was filed on December 21, 2001 and was issued as a patent on January 13, 2004. John Bedini also agreed, in the event that he was granted domestic or foreign patents relating to proprietary technology involving a monopole energy delivery system utilized in charging batteries in the future, that John Bedini would, within 60 days, assign all right, title and interest in such patents to Energenx. After the patent applications covered by the license agreement were issued, John Bedini assigned each of the patents to Energenx, with Energenx retaining its obligations under the license agreement.
 
9

 
Under the 2001 License Agreement Energenx agreed to pay an up front license fee of $58,000. John Bedini was issued 5,140,326 shares of common stock of Energenx in lieu of payment of the license fee. In addition Energenx must pay a royalty of five percent of the net selling price per unit of any licensed product sold by Energenx. Energenx was granted the right to enter into exclusive sublicenses concerning the licensed technology upon written authorization from John Bedini. Energenx must pay to John Bedini a three percent royalty on all product royalty income per unit received by Energenx from a sub-licensee. In addition, Energenx undertakes to pay to John Bedini fifty percent of any license fee paid as part of a sub-license agreement.
 
Under both the 1999 and 2001 License Agreements, we are obligated to pay all patent filing, prosecution and maintenance costs. John Bedini, the licensor, has the first right to bring suit against any third party infringers and is responsible for all of our costs and expenses incurred in conjunction with such suit. If John Bedini chooses not to bring such a suit, we have the right to do so, and will pay the costs and expenses of such a suit against a third party infringer. Either party shall be entitled to recovery of damages in a suit against a third party infringer brought by that party.

Under the 1999 License Agreement, the license terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology. Energenx can terminate the License Agreements upon sixty day notice.

Under the 2001 License Agreement, the license terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology, unless John Bedini is no longer a shareholder of Energenx. While he continues to be a shareholder of Energenx, royalties will continue to be payable under the License Agreements. Energenx can terminate the License Agreements upon sixty day notice, but only with the permission and agreement of John Bedini.

Under both the 1999 and 2001 License Agreements, either party can terminate the Exclusive Technology License Agreement if the other party defaults in the performance of any obligation under the agreement, is adjudged bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or is placed in the hands of a receiver or trustee in bankruptcy, and such default or circumstance is not cured within 30 days after receiving notice by the other party specifying such default or circumstance. Termination of the agreement would not relieve either party of any obligation to the other party incurred prior to such termination.

D. Out-Licensed Technology

On December 1, 2004, we entered into an Exclusive Technology License Agreement with GTG Corp., an Iowa based corporation largely owned and controlled by Marvin Redenius, a member of our board of directors. Pursuant to that agreement, we granted GTG Corp. an exclusive license in the area of North America (the United States, Canada and Mexico) to proprietary Energenx technology relating to a battery charging system, known as the Potential/Radiant Battery Charger, for charging battery operated vehicles, excluding automobiles. The license granted to GTG Corp. includes a license under existing patents rights owned by Energenx and to any patent applications to be filed to the extent that it relates to the proprietary Energenx technology involving a battery charging system utilized for charging battery operated vehicles other than automobiles. The license shall remain exclusive for a period of ten years, with an option to extend the exclusivity for an additional ten years. GTG Corp. was not granted the right to sublicense under the agreement.
 
10


GTG Corp. agreed to pay royalties equal to five percent of the gross sales price of all products sold which utilize the licensed proprietary technology. A de minimus up front license fee of $1 was paid by GTG Corp. for the license.

As condition to entering into the Exclusive Technology License Agreement, GTG Corp. agreed to purchase all of our proprietary hybrid module components to be installed in all of the battery charger/rejuvenators, named “Radiant modules” in the agreement, but now referred to as hybrid modules between the parties, on a cost plus basis at a base price of $50.00 per module.

Under the Exclusive Technology License Agreement, we are obligated to pay all patent filing, prosecution and maintenance costs. We have the first right to bring suit against any third party infringers and are responsible for all of our costs and expenses incurred in conjunction with such suit. If we choose not to bring such a suit, GTG Corp. has the right to do so, and will pay the costs and expenses of such a suit against a third party infringer. Either party shall be entitled to recovery of damages in a suit against a third party infringer brought by that party.

The license terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology. Either party can terminate the Exclusive Technology License Agreement if the other party defaults in the performance of any obligation under the agreement, is adjudged bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or is placed in the hands of a receiver or trustee in bankruptcy, and such default or circumstance is not cured within 30 days after receiving notice by the other party specifying such default or circumstance. Termination of the agreement would not relieve either party of any obligation to the other party incurred prior to such termination.

E. Competition

We compete with many small and large energy generation and battery charger companies that are developing and marketing battery charger and energy generation systems similar to those being developed by us, especially in the area of battery chargers. There are many companies, both public and private, including well-known battery manufacturing companies, engaged in developing new types of battery chargers. Our major competitors are currently large companies such as Exide International, Coleman, LVS Sales, Diversified Power International, LLC, EZ-GO, Inc., Lester and Associated. Companies including Powerwise (a division of EZGO Textron), Lester and VDC Electronics, among others, have been engaged in developing and marketing charge control units. These are large and diversified companies with far ranging capabilities to market their products and to develop follow on products. Many of these large battery manufacturing companies that also make battery chargers and smaller battery charger companies have well funded research departments concentrating on improving the efficiency and effectiveness of their battery chargers. We expect substantial competition from these companies as they develop different and/or novel approaches to charging batteries and battery storage of energy. Some of these approaches may directly compete with the battery chargers or hybrid motor/generators that we are currently or are considering developing.
 
11


Certain smaller battery charger companies may also be competitors, such as Posicharge (a subsidiary of AreoVironment), Japlar Schauer, VDC Electronics, Inc., Deltran, Iota Engineering, Stontronics and Xantrex. Many of these companies have substantially greater capital, research and development and human resources and experience than us and represent significant long-term competition for us. In addition, many of these competitors have significantly greater experience than us in undertaking testing of new products and obtaining regulatory approvals. It will be difficult to distinguish our battery charger products from the currently battery chargers and gain market share.

F. Strategic Alliance - GTG Corp.

Pursuant to the Exclusive Technology License Agreement entered into in December 2004, the licensee GTG Corp. intends to test the sublicensed prototype battery charger known as the Potential Battery Charger. If positive results from such testing are obtained, GTG intends to manufacture, market and sell charger/rejuvenator products. As part of the Exclusive Technology License Agreement GTG agreed to purchase all proprietary hybrid modules on a cost plus basis at a base price of $50.00 per module. Each charger/rejuvenators will require installation of this hybrid module into its electronic circuitry prior to becoming operational. We intend to develop other versions of the charger/rejuvenators with varying voltage levels. GTG Corp. will have the right to manufacture and sell these newer versions of the charger/rejuvenators under the same terms and conditions as the original Potential Battery Charger. Currently the parties intend to manufacture the 36 volt charger/rejuvenators for UL assessment and testing purposes only at Energenx premises.

G. Marketing and Sales

We do not intend to manufacture the products we may develop. We intend to contract out the bulk of the manufacturing of the Potential hybrid modules pursuant to the license agreement with GTG Corp., or, in the future, other proprietary modules to be designed for each product, with final testing, potting and packaging of the hybrid modules to be done in house. We intend to license to, or enter into strategic alliances with companies like GTG Corp., and larger companies in the battery charger business which are equipped to manufacture and/or market our products, if any, through their well developed distribution networks. A similar approach is planned for the energy supply systems. We intend to license some or all of our worldwide patent rights to more than one company to achieve the fullest development, marketing and distribution of our products, if any. We may, however, do the initial marketing for the different products, before deciding on the cooperation partners, and may undertake such activities as sales through a franchising network for specific products, in which case we would subcontract the manufacturing of the product(s), and outsource the distribution. The best suited business form will be decided an a case-to-case basis.
 
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H. Patents, Trademarks, and Copyrights

We are substantially dependent on our ability to obtain and maintain patents and proprietary rights for our product candidates, particularly those relating to the technology underlying our Potential Battery Charger, our lead product, and to avoid infringing the proprietary rights of others. We have interests in three patents issued by the United States Patent and Trademark Office. We obtained exclusive worldwide licenses to three patent applications, all of which subsequently became issued patents. We have sublicensed to GTG Corp. our rights to two of the three patents listed below to the extent that they relate to a battery charging system for charging electric vehicles, excluding automobiles. Additional patent applications may be forthcoming from our ongoing research and development.

On October 8, 1999, we obtained an exclusive worldwide license from John Bedini to any proprietary technology being developed by John Bedini involving a back electromagnetic force permanent electromagnetic motor generator. A patent application covered by the license agreement relating to this technology was subsequently filed on January 13, 2000 and issued as a patent on May 21, 2002 concerning a “Device and method of a back EMF permanent electromagnetic motor generator”.

On May 1, 2001, we obtained an exclusive worldwide license from John Bedini to any proprietary technology being developed by John Bedini involving a monopole energy delivery system involved in charging batteries, including a patent application filed on March 13, 2001 entitled “Device and method for utilizing a monopole motor to create back EMF to charge batteries,” that was later issued as a patent on April 8, 2003. An additional patent application covered by the license agreement relating to this technology was subsequently filed on December 21, 2001 and issued as a patent on January 13, 2004 concerning a “Device and method for pulse charging a battery and for driving other devices with a pulse.” After the patent applications covered by each of the license agreements were issued, John Bedini assigned each of the patents to Energenx, with Energenx retaining its obligations under the license agreements.

Patent Application

U.S. Patent Application No. 11/592,633 filed November 3, 2006 entitled Circuits and Related Methods for Charging Battery.

Issued Patents

U.S. Patent 6,392,370 issued May 21, 2002 for a “Device and method of a back EMF permanent electromagnetic motor generator”. Expires January 12, 2020.

U.S. Patent 6,545,444 issued April 8, 2003 for a “Device and method for utilizing a monopole motor to create back EMF to charge batteries”. Expires March 13, 2021.
 
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U.S. Patent 6,677,730 issued January 13, 2004 for a “Device and method for pulse charging a battery and for driving other devices with a pulse”. Expires December 21, 2021.

These patents can expire earlier if they are allowed to abandon or are not adequately maintained. We do not have any patents pending.

We have not filed for any copyright or trademark protection to date.

J. Employees

We currently have three full time employees one of whom is involved in both management and research and development, and two of whom are in administration/management. We have one part-time employee.

Item 2. Description of Property.

Our operations are conducted from our offices in Post Falls, Idaho. On March 31, 2006 we renewed our lease on approximately 5,000 square feet of office and research and development space in Post Falls on a two year renewable basis at a rental rate of $2,400 per month. We have prepaid for the full two year period of the lease, in the amount of $57,600.

Item 3. Legal Proceedings.

We are not involved in any legal proceedings, and there are no material pending legal proceedings of which we are aware.

Item 4. Submission of Matters to a Vote of Security Holders

Energenx did not submit any matters to a vote of its stockholders in the fourth quarter of 2007.

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PART II

Item 5. Market for Common Equity and Related Stockholder Matters.
 
Our common stock began to be traded in the Over-The-Counter Bulletin Board (“OTCBB”) on June 21, 2007 under the stock symbol EENX.OB.
 
The market represented by the OTCBB is limited and the price for our common stock quoted on the OTCBB is not necessarily a reliable indication of the value of our common stock. The following table sets forth the high and low closing prices for shares of our common stock for the periods noted, as reported on the OTCBB. Quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
YEAR
 
PERIOD
 
HIGH
 
LOW
 
Fiscal Year 2007
 
 
Second Quarter
 
$
0.70
 
$
0.65
 
 
 
 
Third Quarter
 
$
0.75
 
$
0.54
 
 
 
 
Fourth Quarter
 
$
0.90
 
$
0.75
 

The transfer agent of Energenx is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

As of March 25, 2008 there were approximately 177 holders of record of Energenx’s common stock, of which 29,697,276 were issued and outstanding.

We have never paid cash dividends on our common stock. We presently intend to retain future earnings, if any, to finance the expansion of our business and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future dividend policy will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors.

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Item 6. Management’s Discussion and Analysis or Plan of Operation.

THE FOLLOWING PLAN OF OPERATIONS SECTION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ON PAGES F-1 THROUGH F-18 FOLLOWING THE SIGNATURE PAGES OF THIS ANNUAL REPORT. ALL STATEMENTS IN THIS ANNUAL REPORT RELATED TO ENERGENX’S CHANGING FINANCIAL OPERATIONS AND EXPECTED FUTURE OPERATIONAL PLANS CONSTITUTE FORWARD-LOOKING STATEMENTS. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED OR EXPRESSED IN SUCH STATEMENTS.

A. General.

Since commencement of operations in 1999, our efforts have been principally devoted to research and development activities, including the development of an efficient energy generation system and battery chargers, recruiting management personnel and advisors, and raising capital.

Our current business strategy is to concentrate our financial resources primarily on the further development of our battery charger technology. In addition to the battery charger program, we plan to continue to undertake research and development on our electromagnetic motor/generator battery system.

B. Product Research and Development Plans

Our current plan of operation for the next 12 months primarily involves meeting any demand for our battery charger/rejuvenator products from Renaissance Charger, LLC and GTG Corp., and research and development activities on battery charger/rejuvenator and charge control unit products.
 
Concerning the battery charger/rejuvenators, product research will continue on improving efficiency. We will continue our development of variations of the charger/rejuvenators for specific markets to accommodate various volt applications with a wide range of capacity requirements. On June 2, 2007 we delivered a new golf cart version of the 36/48 volt of our battery charger/rejuvenator to GTG Corp. also for in-house testing and potentially for further UL assessment, testing and certification. In addition, in May 2007 we completed development of a 12 volt battery charger. During 2007 we sold 139 of the 12 volt battery charger units to Renaissance Charger LLC who are undertaking in-house testing and sample marketing of these battery charger units, which resulted in the recognition of $17,985 of revenue for the year ending December 31, 2007. Depending on the results of the in-house testing being undertaken by Renaissance Charger LLC, Energenx and Renaissance may enter into a joint venture relationship involving the sale and market testing of other charger/rejuvenators and solar/wind charge control units.
 
We may generate revenues pursuant to our Exclusive Technology License Agreement with GTG Corp. if they order battery charger/rejuvenators. As mentioned above, we did generate revenues from the sale of 25 of our 12 volt battery charger units to Renaissance Charger LLC during the second quarter of 2007, but this was a one time purchase. We cannot assure you that GTG Corp. will order any charger/rejuvenators from us in 2008 or ever, that licensed battery charger products will ever reach the market giving rise to royalty payments or that additional revenues from patent licensing will be generated.
 
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Concerning the further development of our electromagnetic motor/generator battery system, we intend to improve the current system and design larger scale systems that may allow us to generate larger amounts of energy that can be utilized to charge multiple banks of batteries.

While we have no plans to relocate our current research facility within the next twelve months, equipment purchases will be necessary if we receive orders for the battery charger/rejuvenators from GTG Corp. Such equipment would include test equipment, oscilloscopes, analyzers, soldiering stations, and packaging equipment. Such equipment purchases are likely to be in the range of $100,000 for the next twelve months. We may also need to hire up to three more employees if we receive orders from GTG Corp. We intend to contract out the bulk of the manufacturing of the hybrid modules, with final testing, potting and packaging of the hybrid modules to be done in house.

Our actual research and development and related activities may vary significantly from current plans depending on numerous factors, including changes in the costs of such activities from current estimates, the results of our research and development programs, technological advances, determinations as to commercial viability and the status of competitive products. The focus and direction of our operations will also be dependent on the establishment of our collaborative arrangement with other companies, the availability of financing and other factors. We expect our development costs to increase as our battery charger systems development programs enters the later stages of development.

C. Liquidity and Capital Resources.
 
As of December 31, 2007, we had $532,545 in cash and cash equivalents. We do not have any available lines of credit. Since inception we have financed our operations from private placements of equity securities and loans from shareholders.
 
Net cash used in operating activities during the fiscal year ended December 31, 2007 was $449,446 resulting in a net loss of $802,417.

 
Net cash from financing activities for the fiscal year ended December 31, 2007 was $498,340, with proceeds of $500,000 from sale of common stock offset by $1,660 for payment of notes payable in 2007. This funding came entirely from $500,000 received on January 23, 2007 from Marvin Redenius, one of our directors, representing the final tranche of a private placement pursuant to a Subscription Agreement signed on September 30, 2005, in which Mr. Redenius subscribed for 3,000,000 shares of common stock of Energenx for $1,500,000.

Our current real estate lease is on a two year renewal basis. We plan to finance our needs principally from the following:

·
our existing capital resources and interest earned on that capital;
 
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·
revenues from purchase of Potential modules by GTG Corp., if any;
 
·
revenues from sale of chargers to Renaissance Charge, LLC, if any;
 
·
royalty income, if any, from product sales by GTG Corp.; and

·
through future private placement financing.
 
As mentioned above, we may generate additional revenues from GTG Corp. if they order Potential hybrid modules under our license agreement, or if Renaissance Charge purchases more of our chargers. We cannot at this time assure you that those orders will occur or revenues will be generated in fiscal year 2008, if at all.
 
We believe that we have sufficient capital resources to finance our plan of operation for at least the next twelve months. However, this is a forward-looking statement, and there may be changes that could consume available resources before such time. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the eventual reporting company costs, public relations fees, patent costs for filing, prosecuting, maintaining and defending our patent rights, among others.

We are pursuing potential equity financing, sub-licensing and other collaborative arrangements that may generate additional capital for us. We may need to raise additional capital or generate additional revenue to complete our development of product variations on our Potential Battery Charger and our hybrid electromagnetic motor/generator product candidate. We cannot assure you that we will generate sufficient additional capital or revenues, if any, to fund our operations beyond the twelve month period ending March 31, 2008, that any future equity financings will be successful, or that other potential financings through bank borrowings, debt or equity offerings, or otherwise, will be available on acceptable terms or at all.

D. Critical Accounting Policies and Estimates.

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We have disclosed all significant accounting policies in note 2 to the financial statements included in this Form 10-KSB. Our critical accounting policies are:

Revenue recognition: Royalties will be recognized as revenue when the amounts are contractually earned, fixed and determinable, and there is substantial probability of collection.
 
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Research, development costs: Research and development costs are expensed as incurred.

Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Intangible Assets. Energenx’ intangible assets are composed of a patent and license. They are amortized on a straight-line basis over ten and fifteen year lives, respectively.

E. Risks and Uncertainties

RISKS AND UNCERTAINTIES

You should carefully consider the risks described below in evaluating Energenx and our business. If any of the following risks actually occur, our business could be harmed. This could cause the price of our stock to decline. This report on Form 10-KSB contains, in addition to historical information, forward-looking statements, including statements about future plans, objectives, and intentions, that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause or contribute to these differences include those discussed below and elsewhere in this report.

Risks Related to Our Business

We have a limited operating history. We have a large accumulated deficit and may never become profitable.
 
We have a limited operating history upon which investors may base an evaluation of our likely future performance. Since we began operations in 1999 we have been engaged in developing our research programs, recruiting outside directors and key consultants. We have generated only nominal revenue to date other than interest income. Our only income other than equity financings has been revenue in the amount of $17,985 in 2007 from sales of products to Rennaisance Charge, and a modest amount of interest income. As of December 31, 2007, we had an accumulated deficit of $3,052,576 and our operating losses are continuing.
 
We have only limited products currently available for sale and we may never be successful in developing products suitable for commercialization.
 
Some of our product candidates are at an early stage of development and all of our product candidates will require expensive and lengthy testing and regulatory clearances. None of our product candidates have been approved by regulatory authorities. We have only a few products available for sale online via Renaissance Charge, LLC for sample marketing purposes only. There can be no assurance that our research and these limited marketing trials will lead to commercially viable battery chargers or power generation devices. There are many reasons that we may fail in our efforts to develop commercially viable product candidates, including that:
 
·
our product candidates will be ineffective,
 
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·
our product candidates will not be validated by independent testing,
   
·
our product candidates will be too expensive to manufacture or market or will not achieve broad market acceptance,
   
·
third parties will hold proprietary rights that may preclude us from developing or marketing our product candidates, or
   
·
third parties will market equivalent or superior products.

We cannot assure you that we will have future revenue or operating profits and you could lose your entire investment.

We expect to incur substantial operating losses for at least the next several years. We currently have sufficient capital resources to fund our operations, with necessary adjustments to our general and administrative budget, at least through March 2008. We currently have no sources of revenue and we cannot assure you that we will be able to develop other revenue sources or that our operations will become profitable, even if we are able to commercialize any products. If we do not generate significant increases in revenue, at some point in the future we may not be in a position to continue operations and investors could lose their entire investment.

We may need additional funds, and if we are unable to raise them, we may have to curtail or cease operations.

Our product development programs and the potential commercialization of our product candidates require substantial working capital, including expenses for in house and third party testing, manufacture of hybrid modules for use by GTG Corp. in its production of Potential Chargers pursuant to our License Agreement. Our future working capital needs will depend on many factors, including:

·
the progress and magnitude of our product development programs,
   
·
the scope and results of product development testing,
   
·
the costs under current and future license agreements for our product candidates, including the costs of obtaining and maintaining patent protection for our product candidates,
   
·
the costs of acquiring any technologies or additional product candidates,
   
·
the rate of technological advances,
   
·
the commercial potential of our product candidates,
   
·
the magnitude of our administrative and legal expenses, including office and research development facilities rent, and
   
·
the costs of establishing third party arrangements for manufacturing.
   
·
the amount of revenues we may generate from supplying hybrid modules to GTG Corp..

We have incurred negative cash flow from operations since we incorporated and we may not generate positive cash flow from our operations within the next several years. Therefore, depending the amount of revenues we generate in 2008 from supplying GTG Corp., we may need additional future financings in order to carry out our plan of operations beyond the next twelve months.
 
20


We may not be able to obtain adequate financing to fund our operations and any additional financing we obtain may be on terms that are not favorable to us. In addition, any future financings could substantially dilute our stockholders. If adequate funds are not available we will be required to delay, reduce or eliminate one or more of our product development programs, to enter into new collaborative arrangements on terms that are not favorable to us (i.e., the collaborative arrangements could result in the transfer to third parties of rights that we consider valuable), or to cease operations altogether.

We do not currently have the capability to undertake manufacturing, marketing, or sales of any potential products.

We have not invested in full scale manufacturing, marketing or product sales resources. We cannot assure you that we will be able to acquire such resources. It is likely that we will also need to hire additional personnel skilled in engineering, product development and manufacturing of components if we develop additional product candidates with commercial potential. We have no history of manufacturing or marketing. We cannot assure you that we will successfully manufacture or market any product we may develop, either independently or under manufacturing or marketing arrangements, if any, with other companies. We currently do not have any arrangements with other companies, and we cannot assure you that any arrangements with other companies can be successfully negotiated or that such arrangements will be on commercially reasonable terms. To the extent that we arrange with other companies to manufacture or market our products, if any, the success of such products may depend on the efforts of those other companies.

There is considerable technological change and uncertainty in our industry.

We are engaged in the battery charger, charge control and energy generation field, which is characterized by extensive research efforts and rapid technological progress. New developments in energy generation devices are expected to continue at a rapid pace in both industry and academia. There can be no assurance that research and discoveries by others will not render some or all of our programs or products noncompetitive or obsolete. Our business strategy is based in large part upon a core technology related to pulse charging of batteries and of capturing back electromagnetic energy and converting this energy into electricity. There is no assurance that the application of these new and unproven technologies will result in the development of commercially viable products for the generation of energy or competitive battery chargers. No assurance can be given that unforeseen problems will not develop with these technologies or applications or we will ultimately develop those commercially feasible products.

We are dependent on executive officers most of whom do not have employment contracts.

Because of the specialized scientific nature of our business, we are highly dependent upon our ability to attract and retain qualified scientific and management personnel. The loss of John Bedini, our Vice President for Research and Development, as well as the licensor of our patent rights would be particularly detrimental to us. Also the loss of any of our other executive officers would be detrimental to us. We do not currently have employment agreements with any of our executive officers. We do not carry key man insurance on any of our personnel.
 
21


There is intense competition for qualified personnel in the areas of our activities, and there can be no assurance that we will be able to continue to attract and retain qualified personnel necessary for the development of our business. Loss of the services of or failure to recruit additional key scientific, technical and management personnel would be detrimental to our research and development programs and business.

Our business could be harmed if we fail to protect our intellectual property.

We have licensed rights to certain patented technology from John Bedini, an officer and director of Energenx, to whom we are obligated to pay royalties if we or our sublicensees develop products based upon the licensed technology. Because of the substantial length of time and expense associated with bringing new products through development and regulatory approval to the marketplace, the battery charger and energy generation industry places considerable importance on patent and trade secret protection for new technologies, products and processes. We have interests in three patents issued in the United States pursuant to our license agreements with John Bedini. We have sublicensed, within North America, certain proprietary technology including our patent rights to two patents to GTG Corp. We are obligated to pay the filing, prosecution and maintenance expenses with regard to all of these patents. We and our licensor plan to file patent applications in other countries, and we may seek additional patents in the future. Our patent position, like that of many technology development companies, is uncertain and involves complex legal and factual questions for which important legal principles are unresolved. We may not develop or obtain rights to products or processes that are patentable. Even if we do obtain additional patents, they may not adequately protect the technology we own or have in-licensed. In addition, others may challenge, seek to invalidate, infringe or circumvent any patents we own or in-license, and rights we receive under those patents may not provide competitive advantages to us. Further, the manufacture, use or sale of our products or processes, if any, may infringe the patent rights of others.

We cannot assure you as to the breadth or the degree of protection that any such patents, if issued, will afford us or that any patents based on the patent applications will be issued at all. In addition, we cannot assure you that others will not independently develop substantially equivalent proprietary information or otherwise obtain access to our know-how or that others may not be issued patents that may require licensing and the payment of significant fees or royalties by us for the pursuit of our business.

Other companies may have filed patent applications or received patents that cover technologies similar to ours. Our ability to make, use or sell any of our product candidates may be blocked by patents that have been or will be issued to third parties that we may not be aware of. The United States patent applications are confidential while pending in the Patent and Trademark Office, and patent applications filed in foreign countries are often first published six months or more after filing. Therefore, until a patent is issued, we have no way of knowing if a third party has a patent that could preclude us from commercializing our product candidates. Third party patent applications and patents could significantly reduce the coverage of our patents and limit our ability to obtain meaningful patent protection. If other companies obtain patents with conflicting claims, we may be required to obtain licenses to these patents or to develop or obtain alternative technology. We may not be able to obtain any such license on acceptable terms or at all. Any failure to obtain such licenses could delay or prevent us from pursuing the development or commercialization of our product candidates, which would adversely affect our business.
 
22


Potential litigation concerning patent rights could involve significant expenses and damage our business.

In the United States, the first to invent a technology is entitled to patent protection on that technology. For patent applications filed prior to January 1, 1996, United States patent law provides that a party who invented a technology outside the United States is deemed to have invented the technology on the earlier of the date it introduced the invention in the United States or the date it filed its patent application. In foreign countries, the first party to file a patent application on a technology, not the first to invent the technology, is entitled to patent protection on that technology. Under the patent laws of most countries, a product can be found to infringe a third party patent if the third party patent expressly covers the product or method of treatment using the product, or if the third party patent covers subject matter that is substantially equivalent in nature to the product or method, even if the patent does not expressly cover the product or method.

While we have not received notification of potential infringement of patents held by third parties, with respect to any of our product candidates, litigation, patent opposition and adversarial proceedings could result in substantial costs to us. Litigation and/or proceedings could be necessary or may be initiated to enforce any patents we own or in-license, or to determine the scope, validity and enforceability of other parties’ proprietary rights and the priority of an invention. The outcome of any of these types of proceedings could significantly affect our product candidates and technology. United States patents carry a presumption of validity and generally can be invalidated only through clear and convincing evidence.

Under our license agreements with John Bedini and with GTG Corp., we have the right to pursue any actions against third parties for infringement of the patent rights covered by those agreements. Under those arrangements we are not obligated to share any recovery from infringement suits brought by us. If we do not bring an infringement action, our licensor or licensee may bring such action and will be entitled to any recovery.

An adverse outcome of these proceedings could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease using such technology, any of which could adversely affect our business. Moreover, the mere uncertainty resulting from the initiation and continuation of any technology related litigation or adversarial proceeding could adversely affect our business pending resolution of the disputed matters.
 
23


If we do not exercise our right to prosecute and our licensors institute and prosecute patent proceedings, our rights will depend in part upon the manner in which these licensors conduct the proceedings. In any proceedings they elect to initiate and maintain, these licensors may not vigorously pursue or defend or may decide to settle such proceedings on terms that are unfavorable to us.

Despite the use of confidentiality agreements, which themselves may be of limited effectiveness, it may be difficult for us to protect our trade secrets.

We rely on trade secrets to protect technology in cases when we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. While we require certain of our corporate collaborators, contractors and consultants to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary information.

We might face intellectual property claims that may be costly to resolve and could divert management attention.

We may from time to time be subject to claims of infringement of other parties’ proprietary rights. We could incur substantial costs in defending ourselves in any suits brought against us claiming infringement of the patent rights of others or in asserting our patent rights in a suit against another company. Adverse determinations in any litigation could subject us to significant liabilities to third parties, require us to seek costly licenses from third parties and prevent us or our sublicensees from manufacturing and selling our potential products.

We cannot assure you that our products will be awarded necessary certifications after independent testing.

Our battery charger products will need to be tested independently before they are marketed and sold in the United States by Underwriters Laboratory and other similar organizations in other countries in order to obtain the UL or similar foreign certification product label. There can be no assurance that any future products we or our licensees submit for testing of effectiveness and safety by Underwriters Laboratory or similar foreign organization will result in certification of that product. Without such certification sale of the products would be difficult if not impossible.

If our product candidates do not achieve market acceptance, our business may never achieve profitability.

Our success will depend on the market acceptance of any products we may develop. The degree of market acceptance will depend upon a number of factors, including the receipt and scope of regulatory approvals, the establishment and demonstration in the business community of the safety and effectiveness of our products and their potential advantages over existing technologies. Consumers may not accept or utilize any product that we may develop.

Our controlling stockholders may make decisions that you do not consider to be in your best interest.
 
As of March 27, 2008, our directors and executive officers beneficially owned approximately 60% of our outstanding common stock. As a result, our controlling stockholders are able to control all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions. This concentration of ownership could also delay or prevent a change in control of Energenx that may be favored by other stockholders.
 
24

 
We are significantly controlled by our management.

Our executive officers comprise three of the six members of the Board of Directors. As a result, our management has the ability to exercise influence over our significant matters. This high level of influence may have a significant effect in delaying, deferring or preventing a change of control of our company.

Risks Related to Our Industry

Potential technological changes in our field of business create considerable uncertainty.

We are engaged in the battery charger, charge control and energy generation field, which is characterized by extensive research efforts and rapid technological progress. New developments in research concerning battery charging and energy generation may occur at a rapid pace in both industry and academia. We cannot assure you that research and discoveries by others will not render some or all of our programs or product candidates noncompetitive or obsolete. We cannot assure you that unforeseen problems will not develop with our technologies or applications or that commercially feasible battery charger or energy generation products will ultimately be developed by us.

The markets in which we seek to participate are intensely competitive and many of our competitors are better capitalized and have more experience than we do.

There are many companies, both public and private, including well-known battery manufacturing companies, engaged in developing new types of battery chargers. Our major competitors are currently large companies such as Exide International, Coleman, LVS Sales, Diversified Power International, LLC, EZ-GO, Inc., Lester and Associated. These are large and diversified companies with far ranging capabilities to market their products and to develop follow on products. We are years away from having an energy generation system product ready for the market and we do not currently have the resources to fund the development of such a product through the product development process. In addition we do not have the capability of marketing a battery charger product and will have to enter into a collaborative relationship with a larger company in order to market our battery chargers. It will be difficult to distinguish our battery charger products from the currently battery chargers and gain market share.

Certain smaller battery charger companies may also be competitors, such as Posicharge (a subsidiary of AreoVironment), Japlar Schauer, VDC Electronics, Inc., Deltran, Iota Engineering, Stontronics and Xantrex. Many of these companies have substantially greater capital, research and development and human resources and experience than us and represent significant long-term competition for us. In addition, many of these competitors have significantly greater experience than us in undertaking testing of new products and obtaining regulatory approvals. Furthermore, if we or our current or any future licensee is permitted to commence commercial sales of any product, we or our licensee will also be competing with companies that have greater resources and experience in manufacturing, marketing and sales. We have no experience in these areas. These other companies may succeed in developing products that are more effective or less costly than any that may be developed by us or our future licensee and may also prove to be more successful than us or our future licensee in production and marketing.
 
25


If we successfully develop and obtain approval for our product candidates, we will face competition based on the safety and effectiveness of our products, marketing and sales capability, patent position and other factors. Our competitors may develop or commercialize more effective or more affordable products, or obtain more effective patent protection, than we do. Accordingly, our competitors may commercialize products more rapidly or effectively than we do, which could hurt our competitive position.

If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be required to limit commercialization of our products.
 
Our business and products will, in the future, expose us to potential product liability risks that are inherent in the testing, manufacturing and marketing of battery chargers and electrical generation products. If we cannot successfully defend ourselves against liability claims, we may incur substantial liabilities or be required to limit commercialization of our products. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop, alone or with corporate collaborators. We do not carry product liability insurance. We may not be able to obtain insurance at a reasonable cost, if at all.
 
Other Risks

Our common stock is traded on the OTCBB, our stock price is highly volatile, and you may not be able to sell your shares of our common stock at a price greater than or equal to the price you paid for such shares.

In May 2007 our shares of common stock began trading on the Over the Counter Bulletin Board, or OTCBB. Stocks traded on the OTCBB generally have limited trading volume and exhibit a wide spread between bid and ask quotations. The market price of our common stock is volatile. The trading volume in our shares since initiation of trading in May 2007 is very small, with average daily of approximately 3,000 shares. Moreover, during that period, our common stock traded as low as $0.54 per share and as high as $0.90 per share. This may impact an investor’s decision to buy or sell our common stock. Factors affecting our stock price include:

 
·
our financial results;
     
 
·
fluctuations in our operating results;
 
26

 
 
·
announcements of technological innovations or new commercial battery charger, charge control or energy generation products by us or our competitors;
     
 
·
government regulation;
     
 
·
developments in patents or other intellectual property rights;
     
 
·
developments in our relationships with customers and potential customers; and
     
 
·
general market conditions.

Furthermore, volatility in the stock price of other companies has often led to securities class action litigation against those companies. Any such securities litigation against us could result in substantial costs and divert management’s attention and resources, which could seriously harm our business and financial condition.

Our common stock may be subject to “penny stock” rules which may be detrimental to investors.

Our common stock may be, or may become, subject to the regulations promulgated by the SEC for “penny stock.” SEC regulation relating to penny stock is presently evolving, and the OTCBB may react to such evolving regulation in a way that adversely affects the market liquidity of our common stock. Penny stock currently includes any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The regulations require that prior to any non-exempt buy/sell transaction in a penny stock, a disclosure schedule set forth by the SEC relating to the penny stock market must be delivered to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for the common stock. The regulations also require that monthly statements be sent to holders of penny stock that disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements may adversely affect the market liquidity of our common stock.

Sales of our common stock may require broker-dealers to make special suitability determinations regarding prospective purchasers.

Our common stock may be, or may become, subject to Rule 15g-1 through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers which sell our common stock to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 (or $300,000 together with their spouses)). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. Applicability of this rule would adversely affect the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of such common stock. Accordingly, the market for our common stock may be limited and the value negatively impacted.

We do not pay cash dividends.
 
We have never paid dividends and do not presently intend to pay any dividends in the foreseeable future.
 
27

 
Item 7. Financial Statements.

The Audited Financial Statements for this Form 10-KSB appear on pages F-1 through F-18 following the signature page below.

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

 
None.

ITEM 8A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management, including our principal executive officer and our principal financial officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended), as of December 31, 2007. As described below in the Management’s Report on Internal Control over Financial Reporting, management has reported material weaknesses in the internal control over financial reporting as of December 31, 2007. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2007 due to the reported material weakness.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
     
 
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
 
28

  
 
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework and Internal Control over Financial Reporting-Guidance for Smaller Public Companies.
 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
 
We identified a material weakness in our internal control over financial reporting as of December 31, 2007 because fundamental elements of an effective control environment were not present as of December 31, 2007, including a code of conduct or ethics, independent oversight and review of financial reporting, the financial reporting processes and procedures and internal control procedures by the Board of Directors as we have not established an audit committee and our full board has not been adequately performing those functions. There exists a significant overlap between management and the Board of Directors, with three of the six Directors being members of management. Specifically, we do not currently have the ability to objectively monitor the processes and procedures of financial reporting as the individuals responsible for financial reporting are also members of the Board of Directors. Additionally, due to insufficient staffing and lack of full-time personnel, it was not possible to ensure appropriate segregation of duties between incompatible functions and formalized monitoring procedures have not been established or implemented. In the course of our assessment, we also identified that there were control deficiencies which were the result of our not maintaining a sufficient complement of personnel to ensure that financial information (both routine and non-routine) is adequately analyzed and reviewed on a timely basis to detect misstatements. These deficiencies resulted in identification by the auditors of required material adjustments to accruals of payables and expenses, as well as appropriate recognition of expenses.
 
Based on this assessment and the material weakness described above, management has concluded that internal control over financial reporting was not effective as of December 31, 2007.
 
 
·
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
 
 
29

 
We intend to take the following steps as soon as practicable to remediate the material weakness we identified as follows:

 
·
We will segregate incompatible functions using existing personnel where possible or, given sufficient capital resources, we will hire additional personnel to perform those functions.
     
 
·
We will increase the oversight and review procedures of the board of directors with regard to financial reporting, financial reporting processes and procedures and internal control procedures.
     
 
·
To the extent we can attract outside directors, we will nominate an audit committee to review and assist the Board with its oversight responsibilities.
     
 
·
We will adopt a code of conduct and ethics
 
Changes in Internal Control Over Financial Reporting 

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 8B Other Information

 
None.

30


PART III

Item 9. Directors and Executive Officers of the Registrant

A. Directors, Executive Officers, Promoters and Control Persons

The current executive officers, directors and significant employees of Energenx are as follows:

Name
 
Age
 
Position
         
Gary A. Bedini
 
55
 
President & Chief Executive Officer,
       
Director
   
 
   
Rick M. Street
 
50
 
Chief Financial Officer, Secretary,
       
Treasurer, Director
   
 
   
John C. Bedini
 
58
 
Vice President of Research and
   
 
 
Development, Director
         
Thomas E. Bearden, Ph.D.
 
79
 
Director
         
Marvin Redenius
 
43
 
Director
         
Hans Werner Huss
 
65
 
Director

Each director is elected to hold office for a one year term or until the next annual meeting of stockholders and until his successor is elected and qualified. The officers of Energenx serve at the pleasure of Energenx’s Board of Directors.

The following sets forth certain biographical information with respect to the directors and executive officers of Energenx.

Gary A. Bedini. Gary Bedini and his brother John Bedini were co-founders of Energenx, previously named Bedini Technology, Inc. Gary Bedini has served as a director and President & CEO of Energenx since September 1999. Mr. Gary Bedini has over 25 years experience in consumer electronics industry. Gary Bedini was a co-founder of Bedini Electronics, Inc. with his brother John Bedini. Mr. Bedini possesses a broad knowledge of procurement, manufacturing, distribution, advertising and sales. Mr. Bedini was instrumental in securing numerous state of the art trade reviews and the 1996 Golden Note Award, given to the most innovative audio products. As a member of H.E.A.A. (Hi End Audio Association) he has participated in numerous efforts to promote and enhance the industries availability into export markets.
 
31


Rick M. Street.  Rick Street has served as a director of Energenx since November 2001. Mr. Street has served as Chief Financial Officer, Treasurer and Secretary of Energenx since June 2002. Rick Street, CPA, CIA has 21 years of management experience in accounting, auditing, development of management information systems, maintaining fully integrated computerized accounting programs designed for small businesses and experienced in all aspects of small business management. From 2002 until present he has been teaching accounting at North Idaho College, Gonzaga University and Spokane Community College. He currently holds a fulltime tenure track position at Spokane Community College and is a principal of an accounting practice in Spokane Washington. From 1996 to 2001 he was the Director of Internal Auditing for the Coeur d’Alene Casino & Resort in Worley, Idaho. From 1991 to 1996, Mr. Street was the controller of the Athletic Round Table, Inc., a non-profit charitable organization. Mr. Street received a Bachelor of Arts in Business Administration (accounting) in 1991 from Eastern Washington University and a Masters in Accountancy from Gonzaga University in 2003. He is a Member of the Washington State Society of Certified Public Accountants and a Member of the Institute of Internal Auditors and Chapter Secretary of the Spokane IIA Chapter.

John C. Bedini. John Bedini and his brother Gary Bedini were co-founders of Energenx, previously named Bedini Technology, Inc. John Bedini has been a director and Vice President of Energenx since September 1999. Mr. John Bedini is a scientist and well-known inventor. His work has produced many innovative audio products that have been marketed over a 25-year period to the audio electronics industry. Mr. Bedini has also developed a variety of products and technically innovative products for several different industries. His inventions include the BEDINI line of audio amplifiers, Bedini Audio Spacial Environment (B.A.S.E.), the Bedini Clarifier products, the Binaural Audio and several instruments for the medical industry. He has been awarded many patents related to his various inventions. Mr. Bedini has received broad industry recognition including designation as Distinguished Scientist of the year by the Association of Distinguished American Scientists. He is a graduate of Bell and Howell Institute of Technology.

Thomas E. Bearden, Ph.D. Thomas Bearden has served as a director of Energenx since June 2001. Thomas Bearden is a member of the Scientific Advisory Board of Energenx. Tom Bearden is a research scientist, inventor, consultant, and holds a Ph.D. (Trinity University) in Science, a M.S. (Georgia Tech) in Nuclear Engineering, and a B.S. (Northeast Louisiana State) in mathematics. Dr. Bearden is a Director of the Association of Distinguished American Scientists (ADAS), a Fellow Emeritus of the Alpha Foundation's Institute for Advanced Study (AIAS), CEO of CTEC, Inc., a private research and development company based in Huntsville, Alabama and serves as a member on the board of directors of two private companies.
 
Marvin Redenius. Marvin Redenius has served as a director of Energenx since his appointment to the board in March 2004. Since 1990, Mr. Redenius has been the owner of Farm Advantage, Inc., an agriculture supply company operating in the mid-western U.S. Farm Advantage supplies innovative agricultural products and services. The company warehouses and distributes products from North Central Iowa and has annual sales in excess of 40 million dollars. Mr. Redenius also owns and operates Northern National Trucking, Inc., which consists of a fleet of 30 tractor trailers. Mr. Redenius and his family also own and operate Cristina Corp, a farm corporation. Mr. Redenius also owns GTG Corporation, which invests in early stage technology based companies.
 
32

 
Hans Werner Huss. Hans Werner Huss has served as a director of Energenx since January 2002. Mr. Huss graduated Diplom Ingenieur Electrical Engineering, with an emphasis in Electronics, from the Technical University in Munich/Germany. He currently serves as President and Chairman of a new technology company Integrated Micrometallurgical Systems, Inc. based in Spokane, Washington. He is also involved in Consulting for several other start-up companies with promising new technologies, advising them in business and marketing matters. Previously, he has served in many functions in different companies in the U.S. and in Europe, most notably in executive positions of several high tech companies in different industries, such as: President, Euromissile G.I.E. in Paris, France (a management and sales company for missile systems in the EADS Group - European Aeronautics Defense and Space Company); President, MEADS International, Inc. in Orlando/Florida (tri-national management company for the Medium Extended Air Defense System, under contract from NAMEADSMA, the NATO agency in Huntsville, AL, managing this tri-national system under joint development in the U.S., Germany, and Italy); President, Magnetic Transit of America, Inc., in Los Angeles, CA (engineering and marketing company for a Mag-Lev Transportation system for inner urban use; a subsidiary of AEG/Daimler-Benz); General Manager of IBCOL Technical Services GmbH, in Munich, Germany (internationally operating marketing and sales company mainly in the fields of aircraft, aircraft parts, transportation systems, security and surveillance systems, medical systems); and, Program Manager for a mobile air defense system at Euromissile, Paris, France and at MBB, Munich, Germany.
 
Gary A. Bedini is the brother of John C. Bedini. There are no other family relationships between any of the officers and directors.

B. Section 16(a) Beneficial Ownership Reporting Compliance.
 
A report on Form 4 filed on behalf of Marvin Redenius, Director, was filed late during January 2007 concerning the receipt of a subscription receivable pursuant to a Subscription Agreement between Energenx and Marvin Redenius dated September 30, 2005. A report on Form 4 filed on behalf of Rick Street, Chief Financial Officer and director, was filed one day late concerning the granting of stock options in November 2007.
 
Code of Ethics

We have not adopted a code of ethics that applies to our President and CEO (principal executive officer), or our Chief Financial Officer (principal accounting officer). As we have recently become a reporting company required to file periodic reports with the SEC and as we are not a “listed company” under SEC rules, we have not yet dealt with this issue, but we intend to do so in the future.
 
33


Audit Committee and Audit Committee Financial Expert
 
We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors. As we are a development stage company with minimal revenues from operations, few employees, and relatively simple financial statements, we have not, at this stage, constituted any board committees, including an audit committee. We do intend to constitute an audit committee in the near future. We do not have an audit committee financial expert who is an outside director. As our business grows and our financial statements become more complicated, we intend to seek an outside director who can qualify as an audit committee financial expert.
 
Item 10. Executive Compensation.

A. Summary Compensation Table

The table below sets forth the aggregate annual and long-term compensation paid by us during our last two fiscal years ended December 31, 2006 and December 31, 2007 to our Chief Executive Officer, and our Chief Financial Officer (collectively the “Named Executive Officers”). Other than as set forth below, no executive officer’s salary and bonus exceeded $100,000 for the fiscal year 2007.

Name and
Principal
Position
(a)
 
 
 
 
Year
(b)
 
 
 
 
Salary
($)
(c)
 
 
 
 
Bonus
($)
(d)
 
 
 
Stock
Awards
($)
(e)
 
 
 
Option Awards
($)
(f)
 
 
Non-Equity Incentive Plan Compensation ($)
(g)
 
Non-Qualified Deferred Compen-sation Earnings ($)
(h)
 
 
All other Compen-sation
($)
(i)
 
 
 
Total
($)
(j)
 
Gary A. Bedini
Pres. & CEO, Dir.
   
2007
   
83,784
   
0
   
0
   
0
   
0
   
0
   
0
   
83,784
 
     
2006
   
123,214
   
0
   
0
   
0
   
0
   
0
   
0
   
123,214
 
Rick Street
CFO, Dir.
   
2007
   
0
   
0
   
0
   
263,440
   
0
   
0
   
0
   
263,440
 
     
2006
   
0
   
0
   
0
   
0
   
0
   
0
   
0
   
0
 

B. Narrative Disclosure to Summary Compensation Table

Neither Gary Bedini, or Rick Street have entered into formal written employment agreements with Energenx. Each is employed on an at will basis with a base salary but with any bonus or option compensation at the discretion of the uninterested members of the board of directors. To date no bonus or option compensation has been granted to our Named Executive Officers with the exception of the grant of an option to purchase 400,000 shares of common stock to Rick Street on November 8, 2007. In 2006 Gary Bedini’s annual salary was set at $132,306, but was revised downward to $81,602 in November 2006, resulting in actual salary compensation received in 2006 of $123,214. In 2007, Gary Bedini’s annual salary was adjusted to $80,000. He received one payroll payment of $3,378 for services rendered in 2006 in 2007.
 
34


C. Outstanding Equity Awards at Fiscal Year End
        
   
Option Awards
 
Stock Awards
 

Name
(a)
 

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
 

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
 

Equity
Incentive
Plan
Awards
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
 

Option
Exercise
Price
($)
(e)
 

Option
Expiration
Date
(f)
 

Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)
(g)
 

Market
Value of
Shares of
Units of
Stock That
Have Not
Vested
($)
(h)
 

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
(i)
 
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
Units or
Other
Rights
That Have
Not Vested
($)
(j)
 
G. Bedini
   
0
   
0
   
0
   
0
   
0
   
0
   
0
   
0
   
0
 
R. Street
   
200,000
   
200,000
   
200,000
 
$
0.75
   
11/8/2017
   
200,000
   
160,000
   
0
   
0
 

On November 8, 2007 Rick Street was granted an option to purchase 400,000 shares of common stock at $0.75, with 200,000 shares vesting immediately and 25,000 vesting every three months between 2/9/08 and 11/9/09. There were no other option grants to our Named Executive Officers in 2007. Other than the 2007 grant to Rick Street, no option grants have been made to any of our named executive officers under the Energenx 1999 Stock Option Plan, or outside of that Plan, to date.

D. Compensation of Directors

 
No compensation was paid to directors for their director services in 2007.
 
35


Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 27, 2008 (a) by each person known by us to own beneficially 5% or more of any class of our common stock, (b) by each of our executive officers and directors and (c) by all executive officers and directors of Energenx as a group. As of March 27, 2008 there were 29,697,276 shares of our common stock issued and outstanding. The numbers of shares beneficially owned include shares of common stock which the listed beneficial owners have the right to acquire within 60 days of March 27, 2008 upon the exercise of all options and other rights beneficially owned on that date. Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all the shares beneficially owned by them.
 
 
 
   

Name and, as Appropriate,
Address of Beneficial Owner (1)
 
Amount and
Nature of
Beneficial
Owner
 

Percent of
Common Stock
 
Gary A. Bedini (2)
   
3,592,000
   
12.10
%
John C. Bedini (3)
   
5,658,000
   
19.05
%
Rick M. Street (4)
   
475,000
   
1.60
%
Marvin Redenius (5)
   
7,800,000
   
26.27
%
Thomas E. Bearden (6)
   
320,402
   
1.08
%
Hans Werner Huss (7)
   
200,000
   
*
 
All directors and executive officers (six persons) as a group
   
18,070,402
   
60.31
%
Thomas G. Walsh (8)
1027 Sherman Avenue
   
1,867,638
   
6.29
%
Frank & Judith Ten Thy (9)
3605 Broken Arrow Road
   
1,632,588
   
5.50
%

* Less than 1%.

(1)
Unless otherwise indicated, the address of each of the listed beneficial owners identified above is c/o 6200 E. Commerce Loop, Post Falls, Idaho 83854.
 
(2)
Gary A. Bedini. Includes 3,592,000 shares of common stock held by Gary Bedini.
 
(3)
John C. Bedini. Includes 5,658,000 shares of common stock held by John Bedini.
 
36

 
(4)
Rick M. Street. Includes 250,000 shares of common stock held by Rick Street and vested options to purchase 225,000 shares at $0.75 per share.
 
(5)
Marvin Redenius. Includes 7,800,000 shares of common stock held by Marvin Redenius.
 
(6)
Thomas E. Bearden. Includes 320,402 shares of common stock held by Thomas Bearden.
 
(7)
Hans Werner Huss. Includes 200,000 shares of common stock held by Hans Werner Huss.
 
(8)
Thomas G. Walsh. Includes 1,867,638 shares of common stock held by Thomas G. Walsh.
 
(9)
Frank and Judith Ten Thy. Includes 1,632,588 shares of common stock held in the name of the Frank Ten Thy and Judith Ten Thy Family Trust.
 
Equity Compensation Plan Information

The following table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of December 31, 2007.

   
(a)
 
(b)
 
(c)
 
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights.
 
Weighted-average exercise price of outstanding options, warrants, and rights
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
Equity compensation plan approved by security holders (1)
   
460,000
 
$
0.75
   
1,340,000
 
Equity compensation plans not approved by security holders
   
0
 
$
0
       
Total
   
0
 
$
0.75
   
1,340,000
 

(1)
On October 7, 1999 the shareholders of Energenx adopted the 1999 Stock Option Plan with 300,000 shares of common stock reserved for issuance under the Plan (increased to 1,800,000 shares pursuant to the 6:1 forward stock split on April 20, 2001) under which the board of directors may grant incentive or non-statutory stock options to officers, directors, employees, consultants and advisors of Energenx.

Item 12. Certain Relationships and Related Transactions.

On September 30, 2005, Energenx entered into a Subscription Agreement with Marvin Redenius., a member of the Board of Directors of Energenx. Pursuant to the Subscription Agreement Marvin Redenius agreed to purchase 3,000,000 shares of common stock of Energenx for a purchase price of $1,500,000. The purchase of the 3,000,000 shares was completed on January 23, 2007 with the receipt of the final $500,000 of the purchase price from Marvin Redenius. The purchase price of the shares was set by the board of directors, excluding Marvin Redenius, pursuant to the recommendation of management. The purchase price of the shares is higher than that obtained by Energenx in its most recent private placements. Marvin Redenius largely owns and controls GTG Corp., an Iowa based corporation that signed an Exclusive Technology License Agreement on December 1, 2004 with Energenx, pursuant to which Energenx granted GTG Corp. an exclusive license in the area of North America (the United States, Canada and Mexico) to proprietary Energenx technology relating to a battery charging system, known as the Potential Battery Charger, for charging battery operated vehicles, excluding automobiles.
 
37


Director Independence
 
The Board of Directors has determined that three of its members are currently “independent directors” as that term is defined in Rule 4200(a)(15) of the Marketplace Rules of the National Association of Securities Dealers. Our independent directors include: Thomas Bearden, Marvin Redenius and Hans Werner Huss.

Item 13. Exhibits

(a) Exhibits specified by item 601 of Regulation S-B.

See Exhibit Index - page 39.

Item 14.  Principal Accounting Fees and Services.
 
Audit Fees. Aggregate fees billed for professional services rendered by Williams & Webster, P.S. in connection with its audit of Energenx’s financial statements as of and for the years ended December 31, 2006, and 2007, its reviews of Energenx’s unaudited condensed consolidated interim financial statements, and for SEC consultations and filings were $20,226 and $25,025, respectively.
 
Tax Fees - We paid Williams & Webster, P.S. $450 and $0 for the fiscal years 2006 and 2007 respectively for professional services rendered for tax compliance.

All Other Fees - We did not incur any other fees and expenses from Williams & Webster, P.S. for the fiscal years 2006 and 2007 annual audits.

38


ENERGENX INC.
INDEX TO EXHIBITS
     
Exhibits
 
Description of Document
     
2.1
 
Acquisition Agreement and Plan of Merger between Energenx Inc. and Edward II, Inc. dated December 27, 2004 (Incorporated by reference to the corresponding exhibit to the Form 8-K previously filed by Energenx on December 30, 2004 (File No. 000-50739)) (the “December 30 Form 8-K”)
     
2.2
 
Articles of Merger (Nevada) dated December 28, 2004 (Incorporated by reference to exhibit 2.1 to the December 30 Form 8-K)
     
3.1
 
Restated Articles of Incorporation dated December 29, 2004 (Incorporated by reference to the corresponding exhibit to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
3.2
 
By-Laws (Incorporated by reference to the corresponding exhibit to the Form 10- KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
10.1
 
1999 Stock Option Plan (Incorporated by reference to exhibit 10.2 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
10.2
 
Exclusive Technology License Agreement and Right to Purchase Patents between Bedini Technology, Inc. and John C. Bedini, dated October 8, 1999. (Incorporated by reference to exhibit 10.3 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
10.3
 
Exclusive Technology License Agreement and Right to Purchase Patents between Bedini Technology, Inc. and John C. Bedini, dated May 1, 2001 (Incorporated by reference to exhibit 10.4 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
10.4
 
Exclusive Technology License Agreement between Energenx, Inc. and GTG Corp. dated December 1, 2004. (Incorporated by reference to exhibit 10.5 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000- 50739))
     
10.5
 
Commercial Lease Agreement between Energenx Inc. and Powderhorn Properties, LLC dated March 31, 2004. (Incorporated by reference to exhibit 10.6 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
10.6
 
Stock Purchase Agreement between Energenx, Inc. and Marvin Redenius dated March 18, 2004. (Incorporated by reference to exhibit 10.7 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
 
39


     
10.7
 
Stock Option Agreement between Energenx, Inc. and Marvin Redenius dated March 18, 2004. (Incorporated by reference to exhibit 10.8 to the Form 10-KSB previously filed by Energenx on April 15, 2005 (File No. 000-50739))
     
10.8
 
Subscription Agreement between Marvin Redenius and Energenx, Inc. dated September 30, 2005(Incorporated by reference to the corresponding exhibit to the Form 8-K previously filed by Energenx on December 6, 2005 (File No. 000- 50739))
     
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
     
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
     
32
 
Section 1350 Certifications
 

 
40


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, the registrant caused this Annual Report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Post Falls, Idaho on this 31th day of March, 2008.
     
  ENERGENX, INC.
 
 
 
 
 
 
By:   /s/ Gary A. Bedini
 
Gary A. Bedini
President & Chief Executive Officer
   
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, this Annual Report on Form 10-KSB has been signed below by the following persons on behalf of the registrant in the capacities indicated below on this 31th of March, 2008.

Signature
 
Title
     
     
/s/ Gary A. Bedini
 
Director, President & Chief Executive Officer
Gary A. Bedini
 
(Principal Executive Officer)
     
     
/s/ Rick M. Street
 
Director, Chief Financial Officer,
Rick M. Street
 
Secretary, Treasurer
   
(Principal Financial and Accounting Officer)
     
     
/s/ John C. Bedini
 
Director, Vice President for Research and
John C. Bedini
 
Development
     
     
/s/ Thomas E. Bearden
 
Director
Thomas E. Bearden
   
     
     
/s/ Hans Werner Huss   Director
Hans Werner Huss    
     
     
/s/ Marvin Redenius   Director
Marvin Redenius    
 
 
41

 
 
 
F-1

 
 
ENERGENX, INC.
(A Development Stage Company)
BALANCE SHEET

           
   
December 31
 
   
2007
 
2006
 
ASSETS
         
           
CURRENT ASSETS          
Cash
 
$532,545
 
$499,235
 
Notes receivable
   
1,509
   
11,229
 
Prepaid expense
   
7,614
   
38,401
 
Total Current Assets
   
541,668
   
548,865
 
               
PROPERTY AND EQUIPMENT, NET
   
18,130
   
20,470
 
               
OTHER ASSETS
             
License, net of accumulated amortization
   
54,400
   
61,600
 
Patents, net of accumulated amortization
   
38,404
   
37,117
 
Total Other Assets
   
92,804
   
98,717
 
TOTAL ASSETS
 
$
652,602
 
$
668,052
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
             
               
CURRENT LIABILITIES
             
Accounts payable
 
$
8,101
 
$
8,890
 
Accounts payable - related party
   
1,040
   
 
Interest payable
   
   
2,674
 
Interest payable-related party
   
   
2,607
 
Deposit on license
   
5,000
   
5,000
 
Deposit on common stock
   
   
600,000
 
Payroll taxes payable
   
4,024
   
37,216
 
Notes payable
   
   
1,660
 
Accrued payroll
   
   
56,950
 
Unclaimed property
   
6,599
   
 
Total Current Liabilities
   
24,764
   
714,997
 
               
COMMITMENTS AND CONTINGENCIES
   
   
 
               
STOCKHOLDERS' EQUITY (DEFICIT)
             
Preferred stock, $.001 par value; 5,000,000 shares authorized,
             
no shares issued or outstanding
   
   
 
Common stock, $.001 par value; 50,000,000 shares authorized,
             
29,697,276 and 27,497,276 shares issued and oustanding,
             
respectively
   
29,697
   
27,497
 
Additional paid-in capital
   
3,650,717
   
2,175,717
 
Deficit accumulated during development stage
   
(3,052,576
)
 
(2,250,159
)
Total Stockholders' Equity (Deficit)
   
627,838
   
(46,945
)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
652,602
 
$
668,052
 
               
               
The accompanying notes are an integral part of these financial statements.
 
F-2

 
ENERGENX, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS

                  
             
 From
 
               
               
   
 Years Ended  
 
 (Inception) to
 
   
 December 31  
 
 December 30
 
   
 2007
 
 2006
 
 2007
 
        
 
      
REVENUES
 
$
17,985
   
 
$
17,985
 
                     
COST OF GOODS SOLD
   
1,683
   
   
1,683
 
                     
GROSS PROFIT
   
16,302
   
   
16,302
 
                     
OPERATING EXPENSES
                   
Amortization and depreciation
   
23,816
   
20,815
   
135,834
 
Board of directors fees
   
328,000
   
   
388,000
 
Consulting
   
   
4,500
   
316,029
 
General and administrative
   
63,568
   
63,863
   
266,570
 
Legal and accounting
   
56,345
   
51,788
   
214,753
 
License and fees
   
15
   
   
107,539
 
Marketing
   
   
   
19,464
 
Rent
   
28,800
   
28,200
   
216,868
 
Research and development
   
215,469
   
209,913
   
643,715
 
Salaries and benefits
   
106,504
   
134,367
   
730,359
 
Travel
   
   
   
1,580
 
 TOTAL OPERATING EXPENSES
   
822,517
   
513,446
   
3,040,711
 
                     
LOSS FROM OPERATIONS
   
(806,215
)
 
(513,446
)
 
(3,024,409
)
                     
OTHER INCOME (EXPENSES)
                   
Interest income
   
2,076
   
31
   
2,268
 
Other Income
   
743
   
110
   
853
 
Interest expense
   
   
   
(34,877
)
Loss on disposal of asset
   
(21
)
 
   
(1,730
)
Gain on forgiveness of debt
   
1,000
   
   
5,319
 
 TOTAL OTHER INCOME (EXPENSES)
   
#3,798
   
141
   
#(28,167
)
                     
LOSS BEFORE TAXES
   
(802,417
)
 
(513,305
)
 
(3,052,576
)
                     
INCOME TAXES
   
         
 
                     
NET LOSS
 
$
(802,417
)
 
(513,305
)
$
(3,052,576
)
                     
NET LOSS PER COMMON SHARE,
                   
 BASIC AND DILUTED
 
$
(0.03
)
 
(0.02
)
     
                     
WEIGHTED AVERAGE NUMBER OF
                   
 COMMON STOCK SHARES
                   
 OUTSTANDING, BASIC AND DILUTED
   
29,697,276
   
27,397,276
       
                     
                     
The accompanying notes are an integral part of these financial statements.
 
F-3

 
ENERGENX, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                       
               
Deficit
     
               
Accumulated
     
           
Additional
 
During
     
   
Common Stock
 
Paid-in
 
Development
     
   
Shares
 
Amount
 
Capital
 
Stage
 
Totals
 
                       
Common stock issued for cash at $0.001 per share
   
7,836,168
 
$
7,836
 
$
(6,530
)
$
 
$
1,306
 
                                 
Net loss for period ending December 31, 1999
   
   
   
   
(3,588
)
 
(3,588
)
                                 
   
7,836,168
   
7,836
   
(6,530
)
 
(3,588
)
 
(2,282
)
                                 
Common stock issued for convertible debt at
                               
an average of $0.31 per share
   
195,060
   
195
   
59,815
   
   
60,010
 
                                 
Common stock issued for cash at $0.33 per share
   
330,000
   
330
   
109,670
   
   
110,000
 
                                 
Stock offering costs
   
   
   
(7,690
)
 
   
(7,690
)
                                 
Common stock issued for equipment
                               
at $0.33 per share
   
9,750
   
10
   
3,240
   
   
3,250
 
                                 
Net loss for year ending December 31, 2000
   
   
   
   
(67,889
)
 
(67,889
)
                                 
   
8,370,978
   
8,371
   
158,505
   
(71,477
)
 
95,399
 
                                 
Common stock issued for cash at $0.33 per share
   
453,000
   
453
   
150,547
   
   
151,000
 
                                 
Common stock issued for services
                               
at $0.33 per share
   
158,280
   
158
   
52,602
   
   
52,760
 
                                 
Stock offering costs
   
   
   
(4,440
)
 
   
(4,440
)
                                 
Common stock issued for office equipment
   
1,086
   
1
   
361
   
   
362
 
                                 
Common stock issued for technology license
   
5,140,326
   
5,140
   
52,860
   
   
58,000
 
                                 
Common stock issued for services at $1.00
                               
per share
   
2,606
   
3
   
2,603
   
   
2,606
 
                                 
Net loss for year ending December 31, 2001 (restated)
   
   
   
   
(301,595
)
 
(301,595
)
                                 
Balance, December 31, 2001 (restated)
   
14,126,276
 
$
14,126
 
$
413,038
 
$
(373,072
)
$
54,092
 
                                 
                                 
The accompanying notes are an integral part of these financial statements.
 
F-4

 
ENERGENX, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                           
                   
Deficit
     
                   
Accumulated
     
           
Additional
     
During
     
   
Common Stock
 
Paid-in
 
Subscription
 
Development
     
   
Shares
 
Amount
 
Capital
 
Receivable
 
Stage
 
Totals
 
Balance, December 31, 2001 (restated)
   
14,126,276
 
$
14,126
 
$
413,038
       
$
(373,072
)
$
54,092
 
                                       
Common stock issued for cash at $1.00
                                     
per share
   
24,000
   
24
   
23,976
         
   
24,000
 
                                       
Common stock issued for loans payable
                                     
at $1.00 per share
   
20,000
   
20
   
19,980
         
   
20,000
 
                                       
Net loss for year ending December 31, 2002 (restated)
                               
(141,307
)
 
(141,307
)
                                       
Balance, December 31, 2002 (restated)
   
14,170,276
   
14,170
   
456,994
         
(514,379
)
 
(43,215
)
                                       
Common stock issued for board of directors
                                     
fees at $0.05 per share
   
1,000,000
   
1,000
   
49,000
         
   
50,000
 
                                       
Common stock issued for consulting fees
                                     
at $0.05 per share
   
2,200,000
   
2,200
   
107,800
         
   
110,000
 
                                       
Common stock issued for licensing fees
                                     
at $0.05 per share
   
2,000,000
   
2,000
   
98,000
         
   
100,000
 
 
                                     
Loss for year ending December 31, 2003
   
   
   
           
(310,189
)
 
(310,189
)
                                       
   
19,370,276
   
19,370
   
711,794
         
(824,568
)
 
(93,404
)
                                       
Common stock issued for cash at
                                     
$0.21 per share
   
2,400,000
   
2,400
   
497,600
         
   
500,000
 
                                       
Stock offering costs
   
   
   
(50,000
)
       
   
(50,000
)
                                       
Issuance of common stock for immediate exercise
                                     
of options for cash of $0.21 per share
   
2,400,000
   
2,400
   
497,600
         
   
500,000
 
                                       
Common stock issued for loans payable
                                     
at $0.05 per share
   
2,527,000
   
2,527
   
123,823
         
   
126,350
 
                                       
Merger and recapitalization of Company
   
   
   
(4,300
)
       
   
(4,300
)
                                       
Net loss for year ending December 31, 2004
   
   
   
          
(408,074
)
 
(408,074
)
                                       
   
26,697,276
 
$
26,697
 
$
1,776,517
        
$
(1,232,642
)
$
570,572
 
                                       
Common stock issued for receivable at $0.50 per share
   
400,000
   
400
   
199,600
               
200,000
 
                                       
Net loss for year ending December 31, 2005
                               
(504,212
)
 
(504,212
)
                                       
   
27,097,276
   
27,097
   
1,976,117
   
   
(1,736,854
)
 
266,360
 
                                       
Common stock issued for receivable at $0.50 per share
   
400,000
   
400
   
199,600
               
200,000
 
                                       
Net loss for year ending December 31, 2006
                               
(513,305
)
 
(513,305
)
                                       
   
27,497,276
   
27,497
   
2,175,717
   
   
(2,250,159
)
 
(46,945
)
                                       
Common stock issued for receivable at $0.50 per share
   
2,200,000
   
2,200
   
1,097,800
               
1,100,000
 
 
                                     
Stock options granted
               
377,200
               
377,200
 
                                       
Net loss for year ending December 31, 2007
                               
(802,417
)
 
(802,417
)
                                       
   
29,697,276
   
29,697
   
3,650,717
   
   
(3,052,576
)
 
627,838
 
                                       
                                       
The accompanying notes are an integral part of these financial statements.
 
F-5

 
ENERGENX, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

               
          
 From
 
              
              
   
Years Ended  
 
 (Inception) to
 
   
December 31,  
   
     
2006
 
 2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net loss
 
$
(802,417
)
$
(513,305
)
$
(3,052,576
)
Stock and options issued for directors fees
   
328,000
   
   
378,000
 
Stock issued for consulting fees
         
   
110,000
 
Stock issued for services
   
49,200
   
   
104,566
 
Stock issued for licensing fees
         
   
100,000
 
Stock issued for payment of interest
         
   
8,300
 
Gain on debt forgiveness
         
   
(4,319
)
Loss on disposal of asset
   
21
   
   
1,827
 
Amortization and depreciation
   
23,816
   
20,815
   
135,838
 
Adjustments to reconcile net (loss) to net cash
                   
provided (used) by operating activities:
                   
Decrease (increase) in note receivable
   
9,720
   
975
   
(1,509
)
Decrease (increase) in accounts receivable
   
   
   
 
Decrease (increase) in prepaids
   
30,788
   
(31,478
)
 
(7,614
)
Decrease in deposits
   
   
5,000
   
5,000
 
Increase (decrease) in interest payable
   
(5,282
)
 
   
 
Increase (decrease) in accounts payable
   
250
   
4,766
   
13,454
 
Increase (decrease) in accrued payroll
   
(56,950
)
 
20,600
   
 
Increase (decrease) in payroll taxes payable
   
(33,191
)
 
27,771
   
4,025
 
Increase (decrease) in inventory
         
3,595
   
 
Increase (decrease) in unclaimed property
   
6,599
   
   
6,599
 
Net cash used by operating activities
   
(449,446
)
 
(461,261
)
 
(2,198,409
)
                     
CASH FLOWS FROM INVESTING ACTIVITIES:
                   
Cash paid for patent
   
(9,201
)
 
(1,450
)
 
(79,151
)
Cash paid for equipment purchased
   
(6,383
)
 
(5,371
)
 
(51,116
)
Cash paid for leasehold improvements
   
   
(2,134
)
 
(6,733
)
Net cash used by investing activities
   
(15,584
)
 
(8,955
)
 
(137,000
)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:
                   
Cash paid for stock offering costs
         
   
(62,130
)
Merger and recapitalization costs
         
   
(4,300
)
Proceeds from issuance of convertible debt
         
   
60,010
 
Proceeds from notes payable
         
   
199,610
 
Payment of notes payable
   
(1,660
)
 
   
(111,542
)
Increase in deposit on common stock
         
600,000
   
600,000
 
Proceeds from sale of common stock
   
500,000
   
200,000
   
2,186,306
 
Net cash provided by financing activities
   
498,340
   
800,000
   
2,867,954
 
                     
Change in cash
   
33,310
   
329,784
   
532,545
 
                     
Cash, beginning of period
   
499,235
   
169,451
   
 
                     
Cash, end of period
 
$
532,545
 
$
499,235
 
$
532,545
 
                     
SUPPLEMENTAL CASH FLOW INFORMATION:
                   
Interest paid
  $       
$
  $       
Income taxes paid
 
$
 
$
  $        
                     
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                   
Common stock issued for equipment
 
$
 
$
 
$
3,612
 
Common stock issued for debt
 
$
 
$
 
$
198,060
 
Common stock issued for technology license
 
$
 
$
 
$
58,000
 
                     
                     
 
 
The accompanying notes are an integral part of these financial statements.
 
F-6

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated on September 29, 1999 under the laws of the State of Nevada. The primary business purpose of the Company is to undertake research and development relating to an electromagnetic motor. The Company is in the development stage. The fiscal year end of the corporation is December 31.
 
On June 1, 2001, the Company’s board of directors executed a unanimous written consent to amend its articles of incorporation to provide that the name of the Company be changed from Bedini Technology, Inc. to Energenx, Inc. (hereinafter “Energenx” or the “Company”).
 
On December 23, 2004, the Company acquired all of the outstanding common stock of Edward II, Inc., a fully reporting public company. For accounting purposes, the acquisition has been treated as a recapitalization of Energenx with Energenx as the acquirer in a reverse acquisition. The historical financial statements prior to December 23, 2004 are those of Energenx, the operating company, while the Company maintains the legal structure of the acquired Edward II, Inc.
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 
This summary of significant accounting policies of Energenx, Inc. is presented to assist in understanding the Company’s 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 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 uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
 
Accounting Pronouncements
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ("SFAS 160"), “Noncontrolling Interests in Consolidated Financial Statements”, this statement requires that the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent’s ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the

F-7

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment. Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R)
 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations”, (SFAS No. 141R”). This statement changes the accounting for business combinations. Under this statement, an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. This statement changes the accounting treatment and disclosure for certain specific items in a business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing generally accepted accounting principles (GAAP) until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.
 
In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115” SFAS No. 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company’s financial condition or results of operations.
 
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88,

F-8

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
 
106, and 132(R)” (SFAS No. 158). This statement requires an employer to recognize the overfunded or underfunded statues of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year end statement of financial position, with limited exceptions. The adoption of this statement had no immediate material effect on the Company’s financial condition or results of operations.
 
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements," (SFAS No. 157) which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant immediate effect on its financial position or results of operation.
 
In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140.” This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the servicer’s financial assets that meets the requirements for sale accounting; a transfer of the servicer’s financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. The statement further permits, at its initial adoption, a one-time reclassification of available for sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available for sale securities under Statement 115, provided that the available for sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This

F-9

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal year. Management believes the adoption of this statement will have no impact on the Company’s financial condition or results of operations.
 
In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140” (SFAS No. 155). This statement established the accounting for certain derivatives embedded in other instruments. It simplifies accounting for certain hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133 as well as eliminating a restriction on the passive derivative instruments that a qualifying special-purpose entity (“SPE”) may hold under SFAS No. 140. This statement allows a public entity to irrevocably elect to initially and subsequently measure a hybrid instrument that would be required to be separated into a host contract and derivative in its entirety at fair value (with changes in fair value recognized in earnings) so long as that instrument is not designated as a hedging instrument pursuant to the statement. SFAS No. 140 previously prohibited a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal year. Management believes the adoption of this statement will have no impact on the Company’s financial condition or results of operations.
 
Accounting for Stock Options and Warrants Granted to Employees and Nonemployees
Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, defines a fair value-based method of accounting for stock options and other equity instruments. The Company has adopted this method, which measures compensation costs based on the estimated fair value of the award and recognizes the cost over the service period. In 2004, the Company adopted the changes to SFAS No. 123 as prescribed by SFAS No. 123(R). See Note 13.
 
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
 
Compensated Absences
Employees of the Company are entitled to paid vacation, paid sick days and personal days off depending on job classification, length of service, and other factors. The Company’s policy is to recognize the cost of compensated absences when actually paid to employees. The amount is not currently recognized as it is deemed immaterial.
 
F-10

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
Concentration of Credit Risk
The Company maintains its cash in one commercial account at a major financial institution. Although the financial institution is considered creditworthy and has not experienced any losses on its deposits, at December 31, 2007 and 2006 the Company’s cash balance exceeded Federal Deposit Insurance Corporation (FDIC) limits by $433,281 and $399,235, respectively.
 
Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” ( SFAS No. 133), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity”, and SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140”. These standards establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.
 
If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
 
Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.
 
At December 31, 2007 and 2006, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.
 
Development Stage
The Company is in the development stage however, the Company has had limited sales in 2007.
 
Earnings Per Share
On January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could

F-11

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
share in the earnings of an entity. Diluted net income (loss) per share is the same as basic net income (loss) per share as there are no common stock equivalents outstanding.
 
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Fair Value of Financial Instruments
The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, notes receivable, accounts payable, accrued expenses and short-term borrowings. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2007 and 2006.
 
Going Concern
As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $3,052,576 through December 31, 2007 and has a history of recurring losses. The Company is currently putting technology in place which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. 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. Management has developed technology that if proven will result in a marketable product. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.
 
Management believes $500,000 is needed to finance the plan of operation for at least the next twelve months. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for international expansion through affiliations and other business relationships.
 
Impaired Asset Policy
The Company reviews its long-lived assets quarterly to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. At December 31, 2007 and 2006, the Company determined that there were no impairments of long-lived assets.
 
 
F-12

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
Intangible Assets
The Company’s intangible assets are composed of a patent and license. They are amortized on a straight-line basis over ten and fifteen year lives, respectively.
 
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (SFAS No. 109). 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 deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset. See Note 10.
 
Effective November 1, 2007, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on the Company’s financial position, results of operation or liquidity. The current Company policy classifies any interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as selling, general and administrative expense.
 
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve-months ended December 31, 2007, or during the prior three years applicable under FIN 48.
 
As a result of the adoption of FIN 48, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet.
 
Research and Development
Research and development expenses are charged to operations as incurred. The cost of intellectual property purchased from others that is immediately marketable or that has an alternative future use is capitalized and amortized as intangible assets. Capitalized costs are amortized using the straight-line method over the estimated economic life, typically 10 years, of the related asset. The Company annually reviews its capitalized patent costs to assess recoverability based on the projected undiscounted cash flows from operations.
 
 
F-13

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
Impairments are recognized in operating results when a permanent diminution in value occurs.  Research and development expenses for the year ended December 31, 2007 and 2006 were $215,469 and $209,913, respectively. Salaries for those employees directly involved in research and development are included in research and development expense.
 
Revenue Recognition
Revenue is recorded when products are shipped and the Company has no significant remaining obligations, persuasive evidence of an arrangement exists, the price to the buyer is fixed or determinable, and collectability is reasonably assured or probable. Product sales revenue is recognized when title and risk of loss have passed to the buyer. According to the Company’s terms of sale, title and risk of loss pass to the customer upon delivery to the carrier.
 
Royalties will be recognized as revenue when the amounts are contractually earned, fixed and determinable, and there is substantial probability of collection.
 
NOTE 3 - PROPERTY AND EQUIPMENT
 
Property and equipment are recorded at cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not increase the useful lives of the assets are expensed as incurred. Depreciation of property and equipment is calculated using the straight-line method over the expected useful lives of the assets of 5 to 7 years. Depreciation expense for the years ended December 31, 2007 and 2006 was $7,501 and $5,852, respectively.
 
Following is a summary of property, equipment, leasehold improvement, and ccumulated depreciation:
 
 
   
 
   
2006
 
Machinery
 
$
35,379
 
$
34,085
 
Office Furniture and Equipment
   
18,963
   
13,591
 
Leasehold Improvements
   
5,292
   
5,292
 
 
   
59,634
   
53,273
 
Less Accumulated Depreciation
   
(41,504
)
 
(32,803
)
Property and Equipment - Net
 
$
18,130
 
$
20,470
 
 
NOTE 4 - PATENTS
 
Costs relating to the development and approval of patents, other than research and development costs which are expensed, are capitalized and amortized using the straight

F-14

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
line method over ten years. The Company’s patents relate to the creation of an EMF permanent electromagnetic motor generator.
 
The following is a summary of the costs of patents and patents pending:
 
 
 
Cost 
 
Accumulated
Amortization
 
Net Amount
 
 
$
68500
 
$
19,076
 
$
49,424
 
2005 Activity
   
   
6,850
   
 
   
68,500
   
25,926
   
42,574
 
2006 Activity
   
1,450
   
6,907
   
 
 
$
69,950
 
$
32,833
 
$
37,117
 
2007 Activity
   
9,201
   
7,915
       
   
79,151
   
40,748
   
38,404
 
 
NOTE 5 - TECHNOLOGY LICENSES
 
On October 8, 1999, the Company acquired a technology license, which included all rights, title and interest in certain patent applications, improvements, proprietary information, trade secrets, technical and scientific information pertaining to several designs of the back EMF permanent electromagnetic motor generator from Mr. John C. Bedini, currently a director and officer of the Company.
 
On May 1, 2001, the Company acquired a second license, accompanied by similar rights as the aforementioned license, from Mr. Bedini in exchange for 5,140,326 shares of the Company’s common stock. The second license was recorded at $58,000 and is for certain technology referred to as Monopole Energy Delivery System (“MEDS”). MEDS is an energy producing system designed to use a magnetic monopole motor configuration and produce electrical energy.
 
NOTE 6 - LICENSE AGREEMENT WITH AFFILIATED COMPANY
 
On December 1, 2004, the Company entered into an exclusive technology license agreement with a corporation that is mainly controlled by a member of the board of directors. Pursuant to that agreement, the Company granted an exclusive license in North America to proprietary Energenx technology relating to a battery charging system, known as the Potential Battery Charger, for charging battery operated vehicles, excluding automobiles. The license granted includes a license under existing patents rights owned by Energenx and to any patent applications to be filed to the extent that it relates to the proprietary Energenx technology involving a battery charging system utilized for charging battery operated vehicles other than automobiles. The license shall exclusive for a period of ten years, with an option to extend the exclusivity for an additional ten years. There was no right to sublicense granted in the agreement.

F-15

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
The licensee agrees to pay royalties equal to five percent of the gross sales price of all products sold which utilize the licensed proprietary technology to Energenx. A de minimus up front license fee of $1 was paid for the license.
 
As condition to entering into the exclusive technology license agreement, the licensee agreed to purchase all of Energenx’s proprietary hybrid module components to be installed in the Potential Battery Chargers, named “Radiant modules” in the agreement, but now referred to as “Potential modules” between the parties, on a cost plus basis at a base price of $50 per module. Under the agreement, the Company is obligated to pay all patent filing, prosecution and maintenance costs.
 
While either party can terminate the exclusive technology license agreement if the other party defaults in the performance of any obligation under the agreement or is adjudged bankrupt, the license formally terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology.
 
NOTE 7 - RELATED PARTY TRANSACTIONS
 
During the year ended 2006, the Company paid expenses on behalf of Bedini Electronics, Inc., a company privately owned by two officers of Energenx. During the years ended December 31, 2007 and 2006, Bedini Electronics, Inc. paid some of the expenses of the Company. This was done as the two companies shared joint office space and split certain expenses. Bedini Electronics Inc paid all outstanding monies owed at December 20, 2007. The net amount owing from Bedini Electronics at December 31, 2007 and 2006 is $0 and $11,229, respectively. In April 2005, the Company loaned Bedini Electronics $4,000 in cash for operations. This related loan, which bears interest of 6%, is payable in monthly installments of $352. As of December 31, 2007 the loan has been paid in full.
 
During the year ended December 31, 2007, the company purchased a piece of testing equipment in the amount of approximately $1,500, for which it will be reimbursed by GTG Corporation. The principal shareholder of GTG is also a director of the Company.
 
For additional related party transactions, see Notes 5 and 6.
 
NOTE 8 - PROVISION FOR TAXES
 
At December 31, 2007 the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $949,000 principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been

F-16

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
established at December 31, 2007. The significant components of the deferred tax asset at December 31, 2007 and 2006 were as follows:
 
 
     
Net operating loss carryforward
 
$
2,793,000
 
$
1,990,000
 
 
         
Deferred tax asset
 
$
949,000
 
$
677,000
 
Deferred tax asset valuation allowance
   
(949,000
)
 
(677,000
)
Net deferred tax asset
 
$
 
$
 
 
At December 31, 2007, the Company has net operating loss carryforwards of approximately $2,793,000, which expire in the years 2019 through 2027. In 2003 the Company recognized approximately $260,000 of losses from the issuance of common stock for services and license fees which were not deductible for tax purposes and are not included in the above calculation of deferred tax assets. The change in the allowance account from December 31, 2006 to December 31, 2007 was $272,000.
 
NOTE 9 - CAPITAL STOCK
 
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001. As of December 31, 2007 and 2006, the Company has not issued any preferred stock.
 
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001. All shares have equal voting rights, are non-assessable and have one vote per share.
 
During the initial period ended December 31, 1999, the Company issued 7,836,168 shares of its common stock at par, for cash.
 
During the year ended December 31, 2000, the Company issued 195,060 shares for convertible debt of $60,010. The Company also issued 9,750 shares for equipment valued at $3,250 and 330,000 shares for cash of $0.33 per share, or $110,000.
 
During the year ended December 31, 2001, the Company issued 453,000 shares of common stock for cash of $151,000, or $0.33 per share. The Company also issued 160,886 share of common stock for services totaling $55,366, 1,086 shares of common stock to purchase equipment totaling $362, and 5,140,326 shares of common stock in payment of a technology license with a value of $58,000. See Note 6.
 
 
F-17

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
On May 4, 2001, the Company executed a 1 for 6 forward split to all shareholders of record as of May 1, 2001. The financial records have been restated to reflect this stock split in the accompanying financial statements.
 
During the year ended December 31, 2002, the Company issued 24,000 shares of its common stock for cash of $1.00 per share, or $24,000. The Company also issued 20,000 shares of common stock in payment of debt of $20,000.
 
During the year ended December 31, 2003, the Company issued 3,200,000 shares of common stock to board members and other consultants at $0.05 per share, or $160,000. Also during the year ended December 31, 2003, the Company issued 2,000,000 shares of common stock to Mr. John Bedini as a supplement to the licensing agreement. The Company valued these shares at $0.05 per share, or $100,000.
 
During the year ended December 31, 2004, the Company issued 2,527,000 shares of common stock at $0.05 per share in payment of outstanding loans and interest totaling $126,350. In addition, the Company issued 2,400,000 shares of common stock and options to purchase an additional 2,400,000 shares of common stock for $0.21 per share for cash of $500,000. The stock options were issued with the stock in consideration of the stock purchase, and were valued at $0.03 per share, or $72,000 which was treated as a proration of additional paid-in capital upon the completion of this transaction. Furthermore, during 2004, this individual then exercised these options and purchased the 2,400,000 shares of common stock for $0.21 per share for an additional $500,000. See Note 13.
 
During the year ended December 31, 2005, the Company issued 400,000 shares of common stock at $0.50 per share for cash of $200,000. These shares were issued under an existing subscription agreement as part of a stock subscription plan and commitment for a total of $1,500,000 for 3,000,000 shares. As of December 31, 2005, this commitment had $1,300,000 remaining for a future commitment of 2,600,000 shares of common stock. The Company is issuing the shares as the money is received.
 
During the year ended December 31, 2006, the Company issued 400,000 shares of common stock at $0.50 per share for cash of $200,000.
 
During the year ended December 31, 2007, the Company issued 2,200,000 shares of common stock at $0.50 per share for cash of $1,100,000.
 
NOTE 10 - STOCK OPTION PLAN
 
Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), defines a fair value-based method of accounting for stock options and other equity instruments. The Company has adopted this method,
 
 
F-18

 
ENERGENX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
 
which measures compensation costs based on the estimated fair value of the award and recognizes that cost over the service period. In 2004, the Company adopted the changes to SFAS No. 123 as prescribed by SFAS No. 123(R).
 
The Company’s board of directors approved the adoption of the “1999 Non-Qualified Stock Option and Stock Appreciation Rights Plan” by unanimous consent on October 7, 1999. The plan was initiated to encourage and enable officers, directors, consultants, advisors and other key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. Up to 1,800,000 shares of common stock can be issued under the plan. During the year ended December 31, 2007, the Company granted 460,000 non-qualified options to an officer and director and employees. The options were valued using the Black-Scholes option pricing model using the following assumptions as required under SFAS No. 123: risk-free interest rate of 4.28%; volatility of 127.32%; no dividends; an expected life of 10 years; and an expected exercise price of $0.85. The Black-Scholes value was $0.82.
 
During the year ended December 31, 2004, the Company granted 2,400,000 non-qualified options to an individual in consideration of purchasing an initial 2,400,000 shares of common stock at a total unit price of $0.21 per unit. The purchase price of these units was allocated $0.18 per share and $0.03 per stock option. The options were valued using the Black-Scholes option pricing model using the following assumptions as required under SFAS No. 123: risk-free interest rate of 4%; volatility of 50%; no dividends; an expected life of no more than 1 year; and an expected exercise price of $0.21 for six months changing to $0.40 for a further six months. The 2,400,000 options were exercised within the first six months of the grant for a cash payment of $500,000. Because the options were granted in consideration of a capital investment, they are treated for accounting purposes as warrants attached to the stock.
 
The following is a summary of stock option activity:
 
 
 
Number
of
Shares
 
Weighted
Average
Exercise
Price
 
 
 
 
 
 
 
Outstanding at January 1, 2005
   
 
$
 
Granted
   
2,400,000
   
0.21
 
Exercised
   
(2,400,000
)
 
0.21
 
Outstanding at December 31, 2005
   
 
$
 
Granted
   
   
 
Exercised
   
   
 
Outstanding at December 31, 2006
   
 
$
 
Granted
   
460,000
   
.85
 
Exercised
   
   
 
Outstanding at December 31, 2007
   
460,000
   
.85
 
Options exercisable at December 31, 2007
   
235,000
   
.85
 
Fair Market Value Per Share of Options Granted in 2007
       
$
377,200
 
 
NOTE 11 - COMMITMENTS AND CONTINGENCIES
 
Leases
On March 13, 2006, the Company entered into a new two-year lease for office space. In lieu of a security deposit, the Company in 2006 prepaid the entire amount of the lease, $57,600, which was then included in prepaid expenses in the financial statements. The unamortized prepaid balance at December 31, 2007 was $7,200.
 
Royalty Agreements
The Company has a royalty agreement with Mr. John Bedini as part of its EMF license. Mr. Bedini is entitled to royalties of 3% of the net selling price of all products covered by the EMF license and 3% of any gross rent or lease income associated with the license.
 
The Company also has a royalty agreement with Mr. Bedini regarding the MEDS license for Mr. Bedini to receive 5% of the net selling price of all products covered by the MEDS license and 5% of any gross rent or lease income associated with the license. The agreement also provides that a 3% royalty shall be paid on any sub-licensee income derived from the MEDS license.
 
No royalties have been earned or paid under either agreement at December 31, 2007 or 2006.
 
 
F-19


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB’ Filing    Date    Other Filings
12/21/21
3/13/21
1/12/20
1/1/09
12/15/08
Filed as of:4/2/08
Filed on:4/1/08NT 10-K
3/31/0810QSB
3/27/08
3/25/08
For Period End:12/31/07NT 10-K
12/20/07
11/15/07
11/8/07
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1/23/074,  4/A
12/31/0610KSB,  10KSB/A
11/3/06
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3/13/06
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12/6/054,  8-K
9/30/0510QSB,  8-K
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12/28/043,  8-K/A
12/27/048-K
12/23/04
12/1/04
3/31/04
3/18/04
1/13/04
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12/21/01
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4/20/01
3/13/01
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1/13/00
12/31/99
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