UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
Commission file number: 000-31355
SUNCREST GLOBAL ENERGY CORP.
(Name of small business issuer in its charter)
Nevada 81-0438093
(State of incorporation or organization) (I.R.S. Employer Identification No.)
#584, 3353 South Main, Salt Lake City, Utah 84115
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 946-6760
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) 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 [X] 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. [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenue for its most recent fiscal year: None
The aggregate market value for the voting stock held by non-affiliates cannot
be determined due to the fact the registrant's common stock does not have an
active trading market.
As of September 7, 2006, the registrant had 39,050,000 shares of common stock
outstanding.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I
Item 1. Description of Business .........................................3
Item 2. Description of Property .........................................5
Item 3. Legal Proceedings ...............................................5
Item 4. Submission of Matters to a Vote of Security Holders .............5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters ........6
Item 6. Management's Discussion and Analysis or Plan of Operation .......6
Item 7. Financial Statements ............................................7
Item 8. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................19
Item 8A. Controls and Procedures ........................................19
Item 8B. Other Information ..............................................19
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act...............19
Item 10. Executive Compensation .........................................20
Item 11. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.................................20
Item 12. Certain Relationships and Related Transactions..................20
Item 13. Exhibits........................................................20
Item 14. Principal Accountant Fees and Services..........................21
Signatures................................................................22
In this annual report references to "Suncrest Global," "we," "us," and "our"
refer to Suncrest Global Energy Corp. and its subsidiary.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements. You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Historical Development
Suncrest Global Energy Corp. was incorporated in the state of Nevada on May
22, 1999 as Galaxy Specialties, Inc. On June 9, 2003 Galaxy Specialties, Inc.
amended its articles of incorporation and changed the company name to Suncrest
Global Energy Corp. On June 10, 2003 Suncrest Global Energy Corp. entered
into an share exchange agreement whereby Suncrest Global acquired Coyote Oil
Company, Inc. ("Coyote Oil") as a wholly-owned subsidiary. However, for
accounting purposes the acquisition was treated as a reverse acquisition and
Coyote Oil is the accounting survivor and Suncrest Global is the legal
survivor. Coyote Oil is a Nevada corporation formed on July 6, 1996 that
owned a proprietary process known as a mini oil refinery.
Our Plan
During 2004 and 2005 our business plan was to develop a manufacturing and
marketing plan to sell a turnkey mini oil refinery or waste oil refinery to
prospective customers. Coyote Oil owned a mini oil refinery prototype, land
and assets related to the property located in Green River, Utah. However, on
August 7, 2006 Coyote Oil completed the sale of its mini oil refinery
prototype and the land and assets to Ecodomaine Refining, Inc., a Utah
corporation ("Ecodomaine").
As a result of the disposal of the mini refinery, our business plan moving
forward is to seek, investigate, and, if warranted, acquire an interest in a
business opportunity. Our acquisition of a business opportunity may be made
by merger, exchange of stock, or otherwise. We have very limited sources of
capital, and we probably will only be able to take advantage of one business
opportunity. As of the date of this filing we have not identified any
business opportunity that we plan to pursue, nor have we reached any
preliminary or definitive agreements or understandings with any person
concerning an acquisition or merger.
Based on current economic and regulatory conditions, management believes that
it is possible, if not probable, for a company like ours, without many assets
or liabilities, to negotiate a merger or acquisition with a viable private
company. The opportunity arises principally because of the expensive legal
and accounting fees and the length of time associated with the registration
process of "going public." However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Suncrest Global.
Our search for a business opportunity will not be limited to any particular
geographical area or industry and it will include both U.S. and international
companies. Our management has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions and other factors. Our management believes
that companies who desire a public market to enhance liquidity for current
stockholders or plan to acquire additional assets through issuance of
securities rather than for cash, will be potential merger or acquisition
candidates.
The selection of a business opportunity in which to participate is complex and
extremely risky and will be made by management in the exercise of its business
judgement. Our activities are subject to several significant risks which
arise primarily as a result of the fact that we have no specific business and
may acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders. We can not assure you that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to Suncrest Global and our stockholders. Should a merger or
acquisition prove unsuccessful, it is possible management may decide not to
pursue further acquisition activities and management may abandon our search
and we may become dormant or be dissolved.
It is possible that the range of business opportunities that might be
available for consideration by us could be limited by the fact that our common
stock is listed but not actively traded on any market. We cannot assure you
that a
3
market will develop or that a stockholder will be able to liquidate
his/her/its investments without considerable delay, if at all. If a market
develops, our shares will likely be subject to the rules of the Penny Stock
Suitability Reform Act of 1990. The liquidity of penny stock is affected by
specific disclosure procedures required by this Act to be followed by all
broker-dealers, including but not limited to, determining the suitability of
the stock for a particular customer, and obtaining a written agreement from
the customer to purchase the stock. This rule may affect the ability of
broker-dealers to sell our securities and may affect the ability of purchasers
to sell our securities in any market.
Investigation and Selection of Business Opportunities
We anticipate that business opportunities will come to our attention from
various sources, including our officers and directors, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships may lead to
contacts with these various sources.
Our management will analyze any business opportunities; however, our
management are not professional business analysts. (See Part III, Item 9,
below.) Our management has had limited experience with acquisitions of
business opportunities and has not been involved with an initial public
offering.
Certain conflicts of interest exist or may develop between us and our
directors and officers. They have other business interests to which they
currently devotes attention, which include their primary employment and
management of other development stage reporting companies seeking merger
candidates. They may be expected to continue to devote their attention to
these other business interests although management time should be devoted to
our business. As a result, conflicts of interest may arise that can be
resolved only through their exercise of judgement in a manner which is
consistent with their fiduciary duties to us.
A decision to participate in a specific business opportunity may be made upon
our management's analysis of:
.. the quality of the business opportunity's management and personnel,
.. the anticipated acceptability of its new products or marketing concept,
.. the merit of its technological changes,
.. the perceived benefit that it will derive from becoming a publicly held
entity, and
.. numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.
No one factor described above will be controlling in the selection of a
business opportunity. Management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potential business opportunities
may occur in many different industries and at various stages of development.
Thus, the task of comparative investigation and analysis of such business
opportunities will be extremely difficult and complex. Potential investors
must recognize that because we have limited capital available for
investigation and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about the business
opportunity to be acquired.
In many instances, we anticipate that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for
the future because of the possible need to substantially shift marketing
approaches, significantly expand operations, change product emphasis, change
or substantially augment management, or make other changes. We will be
dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for,
the implementation of required changes.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The
4
legal structure or method deemed by management to be suitable will be selected
based upon our review and our relative negotiating strength. Such methods may
include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization. We may be required to merge, consolidate or
reorganize with other corporations or forms of business organizations. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.
We likely will acquire our participation in a business opportunity through the
issuance of common stock or other securities. Although the terms of any such
transaction cannot be predicted, it should be noted that issuance of
additional shares also may be done simultaneously with a sale or transfer of
shares representing a controlling interest by current principal stockholders.
In the event we merge or acquire a business opportunity, the successor company
will be subject to our reporting obligations. This is commonly referred to as
a "back door registration." A back door registration occurs when a
non-reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, acquisition of assets or otherwise.
The successor company is required to file a current report with the SEC which
provides the same kind of information about the successor company to be
acquired that would appear in a registration statement, including audited and
pro forma financial statements. Accordingly, we may incur additional expense
to conduct due diligence and present the required information for the business
opportunity in any report. Also, the SEC may elect to conduct a full review
of the successor company and may issue substantive comments on the sufficiency
of disclosure related to the company to be acquired.
Competition
We expect to encounter substantial competition in our effort to locate
attractive business opportunities. Business development companies, venture
capital partnerships and corporations, venture capital affiliates of large
industrial and financial companies, small investment companies, and wealthy
individuals will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities. We also will experience competition from
other public development stage companies, many of which may have more funds
available for such transactions.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full time employees so long as we are seeking and
evaluating business opportunities.
ITEM 2: DESCRIPTION OF PROPERTY
We do not currently own or lease any property. Our President provides office
space for our books and records.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any legal proceedings or threatened proceedings as of
the date of this filing.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We did not submit a matter to a vote of our security holders during the fourth
quarter of our 2006 fiscal year.
5
PART II
ITEM 5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On July 21, 2005 the National Association of Securities Dealers (the "NASD")
cleared our common stock for an unpriced quotation on the OTC Bulletin Board
under the symbol "SUGE." Supplemental information must be filed with the NASD
prior to the appearance of a priced quotation, a bid and/or offering price, on
that system.
As of September 7, 2006 we had approximately 98 stockholders of record who
hold our common stock.
We have not declared dividends on our common stock and do not anticipate
paying dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
We have not issued any unregistered shares of common stock during the fourth
quarter of our 2006 fiscal year.
Issuer Purchases of Equity Securities
None.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
Management anticipated that the sale of our mini refinery would provide
proceeds for a five year period after the closing based upon yearly
installments to be paid by Ecodomaine. However, Ecodomaine made one final
lump sum payment of $410,000 for the mini refinery and we used a portion of
the proceeds to pay off debt and will use the remainder for operations.
We are a development stage company, have not recorded revenues in the past two
fiscal years, and have suffered losses since our inception. Our auditors have
expressed doubt that we can continue as a going concern if we do not obtain
financing. At June 30, 2006, we had cash of $1,253 and total assets of
$465,483, which included the mini refinery. Historically, we have relied on
loans from third parties to fund our operating expenses, resulting in notes
payable of $188,697 at June 30, 2006. However, we used the proceeds from the
sale of the mini refinery to pay off this debt.
Management anticipates that we will require cash to pay for minimal
operations, legal, accounting and professional services required to prepare
and file our reports with the SEC. We are unable to pay cash for these
services and have relied on related and third parties to pay for these costs
on our behalf. These parties have not entered into written agreements
guaranteeing advances and, therefore, these parties are not obligated to
provide funds in the future. However, management anticipates that these
parties will continue to provide advances during the next twelve months. We
may repay these advances with cash, if available, or convert the debt into
common stock.
Our plan for the next twelve months is to search for a business opportunity
and, if feasible, acquire an interest in a business opportunity. If we obtain
a business opportunity, then it may be necessary to raise additional capital.
We likely will sell our common stock to raise this additional capital. We
expect to issue such stock pursuant to exemptions provided by federal and
state securities laws. The purchasers and manner of issuance will be
determined according to our financial needs and the available exemptions. We
do not currently intend to make a public offering of our stock. We also note
that if we issue more shares of our common stock, then our shareholders may
experience dilution in the value per share of their common stock.
Off-balance Sheet Arrangements
None.
6
ITEM 7. FINANCIAL STATEMENTS
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(a Development Stage Company)
Financial Statements
June 30, 2006
CONTENTS
Independent Auditor's Report ...................................8
Balance Sheets .................................................9
Statements of Operations.......................................10
Statements of Stockholders' Equity .........................11-12
Statements of Cash Flows ......................................13
Notes to the Financial Statements ..........................14-18
7
Chisholm 533 West 2600 South, Suite 25
Bierwolf & Bountiful, Utah 84010
Nilson, LLC Phone: (801) 292-8756
Certified Public Accountants Fax: (801) 292-8809
- -----------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Suncrest Global Energy Corp.:
We have audited the accompanying balance sheets of Suncrest Global Energy
Corp. (a development stage company) as of June 30, 2006 and 2005 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended and from inception, July 9, 1996 through June
30, 2006. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the P.C.A.O.B.
(United States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Suncrest
Global Energy Corp. (a development stage company) as of June 30, 2006 and 2005
and the results of its operations and cash flows for the years then ended and
from inception, July 9, 1996, through June 30, 2006 in conformity with
generally accepted accounting principles in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has suffered
recurring losses from operations which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chisholm, Bierwolf & Nilson
Chisholm, Bierwolf & Nilson
Bountiful, Utah
September 13, 2006
8
SUNCREST GLOBAL ENERGY CORP.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, June 30,
2006 2005
------------- -------------
Current Assets
Cash $ 1,253 $ 8,981
------------- -------------
Total Current Assets 1,253 8,981
Property, Plant and Equipment, net 464,230 464,230
------------- -------------
Total Assets $ 465,483 $ 473,211
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 146,700 43,700
Accrued Expenses 87,429 68,336
Advance Sale Deposit - 10,000
Notes Payable 188,697 188,697
------------- -------------
Total Current Liabilities 422,826 310,733
------------- -------------
Total Liabilities 422,826 310,733
------------- -------------
STOCKHOLDERS' EQUITY
Preferred Stock, Authorized 5,000,000 Shares, $.01
Par Value, Issued and Outstanding 0 Shares - -
Common Stock, Authorized 70,000,000 Shares, $.001
Par Value, Issue and Outstanding 39,050,000 Shares 39,050 39,050
Additional Paid-in Capital 461,380 461,380
Deficit Accumulated During the Development Stage (457,773) (337,952)
------------- -------------
Total Stockholders' Equity 42,657 162,478
------------- -------------
Total Liabilities and Stockholders' Equity $ 465,483 $ 473,211
============= =============
The accompanying notes are an integral part of these financial statements.
9
Suncest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
From
For the Years Ended Inception on
June 30, July 9, 1996 to
2006 2005 June 30, 2006
------------- ------------- -------------
REVENUES $ - $ - $ -
Cost of Sales - - -
------------- ------------- -------------
Gross Profit (Loss) - - -
------------- ------------- -------------
OPERATING EXPENSES
Engineering & Consulting - - 46,269
General & Administrative 100,628 9,910 323,275
------------- ------------- -------------
Total Operating Expenses 100,628 9,910 369,544
------------- ------------- -------------
Net Operating Income (Loss) (100,628) (9,910) (369,544)
------------- ------------- -------------
Other Income (Expense)
Interest Expense (19,093) (19,020) (87,329)
------------- ------------- -------------
Total Other Income (Expense) (19,093) (19,020) (87,329)
Income Tax Expense (100) - (900)
------------- ------------- -------------
Net Income (Loss) $ (119,821) $ (28,930) $ (457,773)
============= ============= =============
NET LOSS PER SHARE $ - $ - $ (.02)
============= ============= =============
WEIGHTED AVERAGE SHARES
OUTSTANDING 39,050,000 39,050,000 20,610,582
============= ============= =============
The accompanying notes are an integral part of these financial statements.
10
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Preferred Stock Common Stock Additional During the
--------------------- ------------------------ Paid-in Development
Shares Amount Shares Amount Capital Stage
---------- ---------- ------------- ---------- ------------- -------------
Balance at Inception
on July 9, 1996 - $ - - $ - $ - $ -
July, 1996 stock issued
cash at $.001 per share - - 6,800,000 6,800 - -
Net loss for the year
ended December 31, 1996 - - - - - -
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 1996 - - 6,800,000 6,800 - -
Net loss for the year
ended December 31, 1997 - - - - - (35,986)
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 1997 - - 6,800,000 6,800 - (35,986)
Net loss for the year
ended December 31, 1998 - - - - - (9,624)
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 1998 - - 6,800,000 6,800 - (45,610)
March 1999 - Assets
contributed by
shareholder - - - - 498,430 -
Net loss for the year
ended December 31, 1999 - - - - - (14,754)
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 1999 - - 6,800,000 6,800 498,430 (60,364)
May 2000 - Stock issued
for notes payable at
$.001 per share - - 13,200,000 13,200 - -
Net loss for the year
ended December 31, 2000 - - - - - (94,683)
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 2000 - - 20,000,000 20,000 498,430 (155,047)
Net loss for the year
ended December 31, 2001 - - - - - (24,949)
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 2001 - - 20,000,000 20,000 498,430 (179,996)
Net income (loss)
for the year ended
December 31, 2002 - - - - - (32,644)
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 2002 - - 2,000,000 20,000 498,430 (212,640)
---------- ---------- ------------- ---------- ------------- -------------
The accompanying notes are an integral part of these financial statements.
11
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Preferred Stock Common Stock Additional During the
--------------------- ------------------------ Paid-in Development
Shares Amount Shares Amount Capital Stage
---------- ---------- ------------- ---------- ------------- -------------
Balance at
December 31, 2002 - - 2,000,000 20,000 498,430 (212,640)
June 2003 - Reverse
acquisition adjustment - - 18,050,000 18,050 (46,050) -
Net income (loss) for
the six months ended
June 30, 2003 - - - - - (9,816)
---------- ---------- ------------- ---------- ------------- -------------
Balance at June 30, 2003 - - 38,050,000 38,050 452,380 (222,456)
December 2003 - Shares
issued for services
at $0.01 per share - - 1,000,000 1,000 9,000 -
Net income (loss)
for the year ended
June 30, 2004 - - - - - (86,566)
---------- ---------- ------------- ---------- ------------- -------------
Balance at June 30, 2004 - - 39,050,000 39,050 461,380 (309,022)
Net income (loss)
for the year ended
June 30, 2005 - - - - - (28,930)
---------- ---------- ------------- ---------- ------------- -------------
Balance at June 30, 2005 - - 39,050,000 39,050 461,380 (337,952)
Net income (loss)
for the year ended
June 30, 2006 - - - - - (119,821)
---------- ---------- ------------- ---------- ------------- -------------
Balance at June 30, 2006 - $ - 39,050,000 $ 39,050 $ 461,380 $ (457,773)
========== ========== ============= ========== ============= =============
The accompanying notes are an integral part of these financial statements
12
SUNCREST GLOBAL ENERGY CORP.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
For the Years Ended Inception on
June 30, July 9, 1996
--------------------------- Through
2006 2005 June 30, 2006
------------- ------------- -------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (119,821) $ (28,930) $ (457,773)
Adjustments to Reconcile Net Loss to Net
Cash Provided by Operations:
Stock Issued for Services - - 10,000
Change in Operating Assets and Liabilities:
Increase (Decrease) in:
Accounts Payable & Accrued Expenses 117,093 18,521 201,128
------------- ------------- -------------
Net Cash Provided (Used) by
Operating Activities (2,728) (10,409) (246,645)
------------- ------------- -------------
Cash Flows from Investing Activities:
Advance Sale Deposit (10,000) 10,000 -
------------- ------------- -------------
Net Cash Provided (Used) by
Investing Activities (10,000) 10,000 -
------------- ------------- -------------
Cash Flows from Financing Activities:
Cash from Advance 5,000 - 5,000
Proceeds from Issuance of Common Stock - - 6,800
Proceeds from Notes Payable - - 281,098
Principal Payments on Notes Payable - - (45,000)
------------- ------------- -------------
Net Cash Provided (Used) by
Financing Activities - - 247,898
------------- ------------- -------------
Increase (Decrease) in Cash (7,728) (409) 1,253
Cash and Cash Equivalents at
Beginning of Period 8,981 9,390 -
------------- ------------- -------------
Cash and Cash Equivalents at
End of Period $ 1,253 $ 8,981 $ 1,253
============= ============= =============
Supplemental Cash Flow Information:
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ 100 $ - $ 900
Non-Cash Investing and Financing Activities:
Assets Contributed by Shareholder $ - $ - $ 498,430
Stock Issued for Notes Payable $ - $ - $ 13,200
Stock Issued for Services $ - $ 10,000 $ 10,000
The accompanying notes are an integral part of these financial statements.
13
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2006
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Suncrest Global Energy Corp. (the Company), (formerly Galaxy Specialties,
Inc.), a Nevada Corporation, was incorporated on May 22, 2000. The Company is
currently in the development stage as defined in Financial Accounting
Standards Board No. 7. It has been concentrating all of it efforts on
restoring its mini oil refinery located in Green River, UT which was acquired
in the acquisition of Coyote Oil Company, Inc. See below for the details of
the acquisition.
On June 5, 2000, the Company merged with Hystar Aerospace Marketing
Corporation of Montana, Inc. (Hystar). Hystar's business plan was to lease,
sell and market certain technology. The technology proved to be prohibitive
and further activity ceased. Hystar never commenced operations.
On June 10, 2003, the Company entered into a share exchange agreement with
Coyote Oil Company, Inc. (Coyote), a private Nevada corporation. Pursuant to
the agreement, the Company acquired Coyote as a wholly-owned subsidiary and
exchanged 20,000,000 shares of common stock for all of the outstanding common
stock of Coyote. The acquisition has been recorded as a reverse acquisition
whereby Coyote is the accounting survivor and the Company is the legal
survivor, therefore, the historical financial statements presented are those
of Coyote.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
d. Property, Plant and Equipment
Property, Plant and Equipment consists of the following at June 30, 2006
and 2005:
2006 2005
----------- ---------
Property and Plant $ 464,230 $ 464,230
Accumulated Depreciation - -
----------- ---------
Total Property, Plant and Equipment $ 464,230 $ 464,230
=========== =========
14
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2006
NOTE 1 - Summary of Significant Accounting Policies (Continued)
d. Property, Plant and Equipment (Continued)
The Provision for depreciation is calculated using the straight-line
method over the estimated useful lives of the assets. Since the assets have
not been placed in service as of June 30, 2006, no depreciation expense has
been recognized for the year ended June 30, 2006 and 2005 and from inception
on July 9, 1996 thru June 30, 2006.
In accordance with Financial Accounting Standards Board Statement No. 144,
the Company records impairment of long-lived assets to be held and used or to
be disposed of when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amount. As of June 30, 2006, no impairments have been recognized.
e. Provision for income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $457,773 that will be offset against
future taxable income. These NOL carryforwards begin to expire in the year
2016.
Deferred tax assets and valuation account is as follows at June 30, 2006
and 2005:
Deferred tax asset:
2006 2005
--------- ---------
NOL carryforward $ 128,176 $ 94,660
Valuation allowance (128,176) (94,660)
---------- ---------
Total $ - $ -
========== =========
The components of current income tax expense as of June 30, 2006 and 2005,
respectively are as follows.
As of June 30,
2006 2005
------------- -------------
Current federal tax expense $ - $ -
Current state tax expense 100 100
Change in NOL benefits (33,516) (8,094)
Change in valuation allowance 33,416 7,994
------------- -------------
Income tax expense $ 100 $ 100
============= =============
f. Earnings (loss) Per Share
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements. Fully dilutive earnings per share has not been presented because
it equals primary earnings per share.
For the Year For the Year From Inception
Ended Ended on July 9, 1996
June 30, June 30, thru June 30,
2006 2005 2006
------------- ------------- -------------
Income (loss) Numerator $ (119,821) $ (28,930) $ (457,773)
Shares (Denominator) 39,050,000 39,050,000 20,610,582
------------- ------------- -------------
Per Share Amount $ (0.00) $ (0.00) $ (0.02)
============= ============= =============
15
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2006
NOTE 1 - Summary of Significant Accounting Policies (Continued)
g. Preferred Stock
Each share of preferred stock is convertible into 10 shares of common
stock.
h. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements
and expenses during the reporting period. In these financial statements,
assets, liabilities and expenses involve extensive reliance on management's
estimates. Actual results could differ from those estimates.
i. Financial Instruments
The recorded amounts for financial instruments, including cash
equivalents, receivables, investments, accounts payable and accrued expenses,
and long-term debt approximate their market values as of June 30, 2006. The
Company has no investments in derivative financial instruments.
j. Consolidation Policy
These consolidated financial statements present the results of Suncrest
Global Energy Corp. and its subsidiary Coyote Oil Company, Inc. All
intercompany balances and transactions have been eliminated in consolidation.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and has no operations and is dependent upon financing to continue
operations. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Management anticipates
that funds received from the sale of the refinery as discussed in Note 4 will
provide adequate funding for operations during the coming year.
NOTE 3 - Notes Payable
Notes Payable is detailed as follows at June 30, 2006 and 2005:
2006 2005
--------- ---------
Notes payable to an individual, bears
interest at 10%, unsecured, payable upon demand $ 47,000 $ 47,000
Notes payable to a company, payable on demand,
bears interest at 10%, principal due at maturity,
secured by oil refinery, convertible into common
stock at a rate established by the Board 141,697 141,697
---------- ---------
Total Notes Payable $ 188,697 $ 188,697
========== =========
16
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2006
NOTE 4 - Subsequent Events
On June 3, 2005, the Company entered into an agreement to sell the land
and refinery in Green River to an unrelated corporation for a price of
$500,000. The Company has received deposits in the amount of $90,000 which
were held in escrow pending the closing. The transaction closed in August,
2006 with the Company receiving payment in full.
NOTE 5 - Recent Pronouncements
In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an
amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB
No. 43, Chapter 4 Inventory Pricing. SFAS No. 151 clarifies the accounting
for abnormal amounts of idle facility expense, freight, handling costs, and
wasted material ( spoilage). SFAS No. 149 is effective for inventory costs
incurred during fiscal years beginning after June 15, 2006. The adoption of
SFAS No. 151 will not have an impact on the Company's financial statements.
In December 2004, the FASB issued SFAS No. 152, Amendment of FASB
Statement No. 66, Accounting for Sales of Real Estate, which references the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position. This Statement
also amends FASB Statement No. 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects, to state that the guidance for incidental
operations and costs incurred to sell real estate projects does not apply to
real estate time-sharing transactions. SFAS No. 152 is effective for financial
statements for fiscal years beginning after June 15, 2006. The adoption of
SFAS no. 152 will not have an impact on the Company's financial statements.
In December 2004, the FASB issued SFAS No. 153, Amendment of APB Opinion
No. 29, Accounting for Nonmonetary Transactions, which is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. SFAS No. 153 is effective for nonmonetary
exchanges occurring in fiscal periods beginning after June 15, 2006. This
adoption of SFAS No. 153 will not have any impact on the Company's financial
statements.
In December 2004, the FASBN issued SFAS No. 123 (revised), Accounting for
Stock-Based Compensation, which establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based
payment transactions. This adoption of SFAS No. 123 (revised) did not have
any impact on the Company's financial statements.
17
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2006
NOTE 5 - Recent Pronouncements (Continued)
In May, 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, which is a replacement of APB Opinion No. 20 Accounting Changes,
and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting
of a change in accounting principle. This statement applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does
not include specific transition provisions. SFAS No. 154 is effective for
financial statements for fiscal years beginning after December 15, 2005. The
adoption of SFAS No. 154 will not have any impact on the Company's financial
statements.
In February, 2006 the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, and No. 140
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This statement resolves issues addressed in Statement 133
Implementation Issue No. D1, "Application of Statement 133 to beneficial
Interests in Securitized Financial Assets." SFAS No. 155 is effective for
financial statements for fiscal years beginning after September 15, 2006. The
adoption of SFAS No. 155 will not have any impact on the Company's financial
statements.
In March, 2006 the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, with respect to the accounting for separately recognized
servicing assets and servicing liabilities. SFAS No. 156 is effective for
financial statements for fiscal years beginning after September 15, 2006. The
Adoption of SFAS No. 155 will not have any impact on the Company's financial
statements.
18
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have not had a change in, or disagreement with, our independent accountant
for the fiscal years ended June 30, 2005 and 2006.
ITEM 8A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Exchange
Act is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the SEC. This information is accumulated
and communicated to our executive officers to allow timely decisions regarding
required disclosure. Our President, who acts in the capacity of principal
executive officer and principal financial officer, has evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, he concluded that
our disclosure controls and procedures were effective.
Our President also determined that there were no changes made in our internal
controls over financial reporting during the fourth quarter of 2006 that have
materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.
ITEM 8B. OTHER INFORMATION
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
Our executive officers and directors and their respective ages, positions,
term of office and biographical information are set forth below. Our bylaws
require two directors to serve for a term of one year or until they are
replaced by a qualified director. Our executive officers are chosen by our
Board of Directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.
Name Age Position Held Director Since
- ---- ---- ------------- --------------
John W. Peters 54 President and Director June 9, 2003
April L. Marino 32 Secretary/Treasurer and Director June 5, 2000
John W. Peters - Mr. Peters has been involved with Coyote Oil since its
inception in 1996 and has served as President of that company since June 15,
2001. Since July 1999 Mr. Peters has been the manager of Development
Specialties, Inc. a property development and management company. He is a
director of Bingham Canyon Corporation, Skinovation Pharmaceutical
Incorporated and Cancer Capital Corp., reporting companies. Mr. Peters
studied business administration at Long Beach Community College and California
Polytechnic State University in San Louis Obispo, California
April L. Marino - Ms. Marino is employed as a administrative assistant by
First Equity Holdings Corp. She has been an employee of that company since
December 1997. She is a director of Libra Alliance Corporation, a reporting
company.
Audit Committee Financial Expert
Because we have minimal operations we do not have an audit committee serving
at this time and, accordingly, we do not have an audit committee financial
expert serving on an audit committee.
19
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than five percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and our other equity securities. Officers, directors and greater
than ten-percent beneficial owners are required by SEC regulations to furnish
us with copies of all Section 16(a) reports they file. Based upon our records
and representations to us that no Forms 5 were required, we believe no filings
were required to be filed during our 2006 fiscal year.
Code of Ethics
Due to the fact that we have only two officers and directors and minimal
operations, we have not adopted a Code of Ethics for our principal executive
and financial officers. Our Board will revisit this issue in the future to
determine if adoption of a Code of Ethics is appropriate. In the meantime,
our management intends to promote honest and ethical conduct, full and fair
disclosure in our reports to the SEC, and compliance with applicable
governmental laws and regulations.
ITEM 10. EXECUTIVE COMPENSATION
Our named executive officers have not received any cash compensation, bonuses,
stock appreciation rights, long term compensation, stock awards or long-term
incentive rights from us during the past three fiscal years. John W. Peters,
who was our principal executive officer during the past fiscal year, did not
receive any compensation during fiscal year 2006.
We do not have any standard arrangement for compensation of our directors for
any services provided as director, including services for committee
participation or for special assignments. In addition, we have not entered
into employment contracts with our executive officers and their compensation,
if any, will be determined at the discretion of our Board of Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Securities Under Equity Compensation Plans
We do not have any securities authorized for issuance under any equity
compensation plans.
Certain Beneficial Owners
The following table lists the beneficial ownership by our management and each
person or group known by us to own beneficially more than 5% of our common
stock. Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to the
securities. Except as indicated by footnote, the persons named in the table
below have sole voting power and investment power with respect to all shares
of common stock shown as beneficially owned by them. The percentage of
beneficial ownership is based on 39,050,000 shares of common stock outstanding
as of September 7, 2006.
CERTAIN BENEFICIAL OWNERS
--------------------------
Name and address of Amount and nature Percentage
beneficial owner Title of class of beneficial ownership of class
- -------------------- -------------- ----------------------- ----------
VIP Worldnet, Inc. Common 15,036,621 (1) 38.5%
154 E. Ford Avenue
Salt Lake City, Utah 84115
20
(1) VIP Worldnet, Inc. holds 15,000,000 shares and its directors and
officers beneficially own the following shares of our common stock:
Joanne Clinger, President, owns 28,597 shares and Wayne Reichman,
Secretary, owns 8,024 shares.
MANAGEMENT
----------
Name and Address of Amount and nature Percentage
Beneficial Owner Title of class of beneficial ownership of class
- ------------------- -------------- ----------------------- ----------
John W. Peters Common 7,500,200(2) 19.2%
2554 West 4985 South
Taylorsville, UT 84118
April L. Marino Common 400 Less than 1%
#584, 3353 S. Main Street,
Salt Lake City, UT 84115
All directors and executive Common 7,500,600 19.2%
officers as a group
(2) Represents 7,500,000 common shares owned by Mr. Peters and 200 shares
owned by his spouse.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not entered into or proposed any transactions during the last two
years in which a director, executive officer or more than 5% shareholder had a
material direct or indirect interest.
ITEM 13. EXHIBITS
Exhibits
2.1 Agreement and Plan of Reorganization between Suncrest Global and Coyote
Oil, dated June 10, 2003 (Incorporated by reference to exhibit 2.1 of
Form 8-K, as amended, filed June 16, 2003)
3.1 Restated Articles of Incorporation (Incorporated by reference to exhibit
3.1 of Form 10-KSB, filed October 15, 2003)
3.2 Restated bylaws of Suncrest Global (Incorporated by reference to exhibit
3.2 of Form 10-KSB, filed October 15, 2003)
10.1 Asset Purchase Agreement between Coyote Oil Company, Inc. and Ecodomaine
Refining, Inc., dated March 30, 2004 (Incorporated by reference to
exhibit 10.1 to Form 8-K filed August 10, 2006)
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Accountant Fees
The following table presents the aggregate fees billed for each of the last
two fiscal years by our principal accountants, Chisholm, Bierwolf and Nilson,
LLC and Chisholm & Associates, in connection with the audit of our financial
statements and other professional services rendered by those firms.
2006 2005
------- -------
Audit fees $ 3,100 $ 7,785
Audit-related fees 0 0
Tax fees 0 0
All other fees $ 0 $ 285
21
Audit fees represent the professional services rendered for the audit of our
annual financial statements and the review of our financial statements
included in quarterly reports, along with services normally provided by the
accountant in connection with statutory and regulatory filings or engagements.
Audit-related fees represent professional services rendered for assurance and
related services by the principal accountant that are reasonably related to
the performance of the audit or review of our financial statements that are
not reported under audit fees.
Tax fees represent professional services rendered by the principal accountant
for tax compliance, tax advise, and tax planning. All other fees represent
fees billed for products and services provided by the principal accountant,
other than the services reported for the other categories.
Audit Committee Pre-approval Policies
We do not have an audit committee currently serving, and as a result, our
board of directors performs the duties of an audit committee. Our board of
directors will evaluate and approve in advance, the scope and cost of the
engagement of an auditor before the auditor renders audit and non-audit
services. We do not rely on pre-approval policies and procedures.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SUNCREST GLOBAL ENERGY CORP.
/s/ John W. Peters
Date: September 27, 2006 By: _______________________________________
John W. Peters, President
In accordance with the Exchange Act this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ John W. Peters
Date: September 27, 2006 By: _______________________________________
John W. Peters
President, Principal Executive Officer,
Principal Financial and Accounting Officer
and Director
/s/ April L. Marino
Date: September 27, 2006 By: _______________________________________
April L. Marino, Secretary/Treasurer and
Director
22