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, 2004
OR
[ ] 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) (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 pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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 disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not 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]
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 is not listed on a
trading market.
As of September 15, 2004 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............................................6
Item 3. Legal Proceedings..................................................6
Item 4. Submission of Matters to a Vote of Security Holders................6
PART II
Item 5. Market for Common Equity and Related Stockholder Matters...........6
Item 6. 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).....................................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....................21
Item 13. Exhibits..........................................................21
Item 14. Principal Accountant Fees and Services............................21
Signatures.................................................................22
2
In this annual report references to "Suncrest Global," "we," "us," and "our"
refer to Suncrest Global Energy Corp.
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.
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 owns
a proprietary process known as a mini oil refinery. (See "Our Business" and
"Item 6. Plan of Operations," below, for further details).
Our Business
Our business plan is to develop a manufacturing and marketing plan to sell a
turnkey mini oil refinery or waste oil refinery to prospective customers. The
first step of our plan is to restore operations of our mini refinery prototype
located in Green River, Utah. Management believes that after our mini
refinery is operating, we can rely on revenues generated from the mini
refinery to fund operations and develop a marketing plan to sell mini oil
refineries to customers. Management has identified a market segment where we
believe our mini refinery would be beneficial because a full size refinery is
not cost effective due to limited feed stock and limited output volume.
However, we have been unable to restore the operations of our mini refinery as
of the date of this filing and have been forced to delay our business plans.
Mini Refinery
A mini refinery uses a scaled down, low cost refining and recycling process
which processes crude oil or recycles waste oils. The mini refinery performs
the oil refining process on a small scale, using a small catalyst cracker. A
catalyst cracker is the mechanism used to break down hydrogen-carbon atoms in
feed stock, like crude oil and recycled waste oil, and convert the feed stock
into higher value products, such as gasoline and diesel fuel.
We intend to market a turnkey mini refinery or waste oil refinery to
prospective customers. The mini refinery uses a small, efficient modular plan
and can be built, dismantled and shipped anywhere in the world. The cost of a
facility similar to our mini refinery prototype is estimated at approximately
$1 million. This mini refinery, when using waste oil as feed stock, could
produce in excess of 3,000 barrels of product per day. It can be designed to
use
3
a personal computer based control system and may include a 2,000 volt power
transformer substation, along with a management building, control room, tank
farm, bag-house and quench system.
Our process and mini refinery differ from major refineries in a number of
ways. Some of the unique features of the process and mini refinery are:
.. Feed stock volume: The mini refinery can be designed to process between
500 and 5,000 barrels of feed stock per day. This allows units to be
installed in areas which do not justify construction of a larger
refinery.
.. Portability: The mini refinery plant can be manufactured on steel skids,
allowing the site to be built on one location, with the capability of
being dismantled and moved to another location. This feature ensures the
continued usefulness and value of the equipment in the event of feed
stock exhaustion or unavailability.
.. Type of Feed Stock: The mini refinery is designed to use various feed
stocks, which may also be combined, including: conventional crude oil,
automotive and industrial waste oils, oils extracted from petroleum based
waste products, and/or oils produced from the processing of used tires
and plastic products. Our process is also tolerant of silica, making
slop oil a feed stock source. Typically, a larger refinery cannot use
these types of waste oils because they will contaminate and shut down the
catalytic cracker unit. These feedstock capabilities can provide new
opportunities for recycling of waste.
.. Catalyst: A catalyst is a substance which aids a chemical reaction
without entering the reaction itself. Catalyst costs are substantially
reduced due to the ability of our process to use expended catalyst sold
by larger refineries. The efficiency of expended catalyst is slightly
below optimum levels, but is compensated for by a substantial discount in
cost. New catalyst can cost $2,000 per ton compared to expended catalyst
resold by larger refineries which can be purchased for $100 per ton.
Concerns about catalyst poisoning of our system are reduced because down
time is usually one day for a mini refinery compared to 8 to 10 days with
large cracking units.
.. Minimal Emissions: Emissions of nitrogen oxide, sulphur oxide, carbon
monoxide, and particulates usually are well within United States
government guidelines. Nitrogen oxide and sulphur oxide are produced
mainly as furnace emissions. These emissions are reduced once the plant
processes are in full operation due to process integration. Carbon
monoxide is processed through a regenerator which is run at a temperature
calculated to convert the carbon monoxide to carbon dioxide. Minimal
waste water or waste products are produced by the process.
.. Manpower Requirements: The direct operation of the plant requires three
operators during the day, two operators for swing shift and two operators
at night. In addition, one individual must staff the laboratory and a
welder and electrician/instrument specialist and a mechanic are required
to service the pumps and equipment.
.. Low Energy Consumption: Our process, once started, allows the facility to
operate on limited energy consumption, thus lowering the cost of
production.
.. Small Footprint: The mini refinery requires only 3 to 7 acres for
operation.
.. End Products: Approximately 75% to 90% of the product produced at a mini
refinery will be gasoline and diesel fuel. Due to the catalytic cracker
process, the gasoline produced is a high octane product, increasing
marketability and price of the overall gasoline output when blended with
other distillation process products. Other products, which comprise
approximately 10% to 15% of the total output, include liquid petroleum
gas which can be further separated into butane, propane and fuel gas.
Bottom oil and heavy
4
fuel oil from the distillation process can be further processed through
the catalytic cracker to allow the further breakdown of these heavy oils
into their lighter fractions. The above percentages can vary with the
mixture of feed stock types and process implementation.
Market
We intend to develop a marketing plan to sell mini refineries in the United
States and internationally. There are domestic and international markets
appropriate for this type of refinery because scaled down operations of a mini
refinery allow locating plants in areas previously thought to be uneconomical
or unprofitable due to lack of sufficient raw material for profitable plant
volume output or prohibitive transportation costs. Our mini refinery may rely
on feed stock such as waste oils, oils from pyrolytic processes, coal tar gas
oils, oils from used tires, and plastic such as waste oils. The lower output
volume of a mini refinery allows the refinery to draw its feed stock from a
relatively small area. If the feed stock supplies are exhausted, the
portability and small plant size allows the economical movement of the mini
refinery to another location.
A potential market for mini refineries in the United States is Indian
reservations. Many of the 500 Indian reservations in the United States have
crude oil or access to crude oil. The mini refinery could use the crude oil
to create fuel products that could be used and sold on the reservation. Also,
some of the mini refinery products could be used to generate power for the
reservation or the power could be transferred into the power grid of the
utility industry.
The worldwide market for the mini refinery is primarily found in lesser
developed countries that refine crude oil. A number of these countries have
crude oil as a resource yet lack the refining capacity. We believe our mini
refinery offers a means for these countries to generate their own fuels and
power for a relatively low cost.
Competition
We compete against larger companies who sell mini oil refineries around the
world. IOR Energy Pty. Ltd., REDD Engineering and Construction, Inc., REOTEK
Company, Inc., and Chemex, Inc. are competitors that manufacture and sell mini
refineries. Their mini refineries typically are built with modular components
to allow for mobility and, depending on the specific model, may process from
1,000 to 1,000,000 barrels of product per day. These companies have
established manufacturing and marketing programs and have greater financial
resources than we have. We may be unable to compete with these established
companies.
Patents, Trademarks, and Licenses
We do not own or license any patents or trademarks. We rely on proprietary
technology for our mini refinery process.
Government Regulation
A mini refinery is subject to federal, state and local health and
environmental laws and regulations governing the discharge of pollutants into
the air and water, and the generation, treatment, storage, transportation and
disposal of solid and hazardous waste and materials. Our mini refinery can be
designed to comply with the strict United States environmental laws.
Generally, the operation of a mini refinery in the United States would be
subject to the:
. Clean Air Act
. Clean Water Act
. Resource Conservation and Recovery Act (related to certain
hazardous and nonhazardous wastes)
. Comprehensive Environmental Response, Compensation and Liability
Act (related to liability imposed on cleaning up environmental
wastes)
When the land and mini refinery were transferred to Coyote Oil in 1999 the
Utah Department of Environmental
5
Quality required a clean up of the site. The tank cleaning was completed in
July 2003 and management estimates that we have another $1,000 of clean up
remaining as of the year ended June 30, 2004.
Employees
We do not have any employees and management does not anticipate a need to
engage any full-time employees until we restore operations of our mini
refinery or launch a marketing plan for the mini refinery.
Available information
Suncrest Global does not maintain a public internet website; however, we are
an electronic filer and our annual, quarterly and current reports may be
accessed through the SEC's website at: http://www.sec.gov/.
ITEM 2: DESCRIPTION OF PROPERTY
We own approximately 40 acres of land with the mini refinery located in Green
River, Utah. The land and mini refinery were acquired by Coyote Oil through a
sheriff's sale and, as of the date of this filing, Coyote Oil has been unable
to complete the final transfer of title to this property to the company.
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 2004 fiscal year.
PART II
ITEM 5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is not listed on an established public trading market. As of
September 1, 2004, we had approximately 90 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 2004 fiscal year.
Issuer Purchases of Equity Securities
None.
ITEM 6. PLAN OF OPERATION
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.
General and administrative expenses were approximately $20,000 for each of the
past two fiscal years. Historically we have relied on advances from related
parties to cover our general and administrative expenses. Also, we incurred
expenses of approximately $46,000 during the year ended June 30, 2004 related
to engineering and
6
consulting expenses for the clean up and restoration of our mini refinery
prototype. Management believes we will need additional funding from other
sources during the 2005 fiscal year for operations and to complete the
restoration of the mini refinery prototype.
Management intends to complete the restoration of the mini refinery prototype
and begin operations as soon as practicable. Management believes the revenues
generated from the mini refinery will provide funds for our operations in the
short term. For the long term, we likely will rely on revenues and loans or
advances from related parties. We may repay these loans, costs of services
and advancements with cash, if available, or we may convert them into common
stock.
Additional capital may also be provided by private placements of our common
stock. We expect that any private placement of stock will be issued 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 also note that if we issue more shares of our
common stock our shareholders may experience dilution in the value per share
of their common stock.
Off-balance Sheet Arrangements
None.
ITEM 7. FINANCIAL STATEMENTS
7
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Financial Statements
June 30, 2004
8
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . F - 3
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . F - 4
Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . F - 5
Consolidated Statement of Stockholders' Equity . . . . . . . . . . . . . F - 6
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . F - 7
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . F - 8
CHISHOLM, BIERWOLF & NILSON
Certified Public Accountants
A Limited Liability 533 W. 2600 S., Suite 250 Office (801) 292-8756
Company Bountiful, Utah 84010 Fax (801) 292-8809
______________________________________________________________________________
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Suncrest Global Energy Corp.
Salt Lake City, UT
We have audited the accompanying consolidated balance sheet of Suncrest Global
Energy Corp. (formerly Galaxy Specialties, Inc.),(a development stage company)
as of June 30, 2004 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended and for the six
months ended June 30, 2003 and for the year ended December 2002 and from
inception on July 9, 1996 thru June 30, 2004. These 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 Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement 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 consolidated financial position
of Suncrest Global Energy Corp. (formerly Galaxy Specialties, Inc.),(a
development stage company) as of June 30, 2004 and the results of its
consolidated operations and its cash flows for the year then ended and for the
six months ended June 30, 2003 and for the year ended December 31, 2002 and
from inception on July 9, 1996 thru June 30, 2004 in conformity with the
standards of the Public Company Accounting Oversight Board (United States).
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2,
the Company is in the development stage and has no operations; therefore, it
is dependent upon financing to continue operations which raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to those matters are also 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 10, 2004
F-3
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
ASSETS
------
June 30,
2004
-------------
Current Assets
Cash $ 9,390
-------------
Total Current Assets 9,390
Property, Plant and Equipment, Net 464,230
-------------
Total Assets $ 473,620
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts Payable $ 44,099
Accrued Expenses 49,416
Notes Payable 188,697
-------------
Total Current Liabilities 282,212
-------------
Total Liabilities 282,212
-------------
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, Issued and Outstanding
39,050,000 Shares 39,050
Additional Paid in Capital 461,380
Deficit Accumulated During the Development Stage (309,022)
-------------
Total Stockholders' Equity 191,408
-------------
Total Liabilities and Stockholders' Equity $ 473,620
=============
The accompanying notes are an integral part of these financial statements.
F- 4
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
From
For the For the Six For the Inception on
Year Ended Months Ended Year Ended July 9, 1996
June 30, June 30 December 31, Through
------------ ------------ ------------- June 30,
2004 2003 2002 2004
------------ ------------ ------------- -------------
Revenues $ - $ - $ - $ -
Cost of Sales - - - -
------------ ------------ ------------- -------------
Gross Profit (Loss) - - - -
------------ ------------ ------------- -------------
Operating Expenses
Engineering & Consulting 46,269 - - 46,269
General & Administrative 21,552 2,602 20,398 212,737
------------ ------------ ------------- -------------
Total Operating Expenses 67,821 2,602 20,398 259,006
------------ ------------ ------------- -------------
Net Operating Income (Loss) (67,821) (2,602) (20,398) (259,006)
------------ ------------ ------------- -------------
Income (Loss) Before Income Taxes (67,821) (2,602) (20,398) (259,006)
Other Income (Expense)
Interest Expense (18,645) (7,114) (12,146) (49,216)
------------ ------------ ------------- -------------
Total Other Income (Expense) (18,645) (7,114) (12,146) (49,216)
Income Tax Expense (100) (100) (100) (800)
------------ ------------ ------------- -------------
Net Income (Loss) $ (86,566) $ (9,816) $ (32,644) $ (309,022)
============ ============ ============= =============
Net Income (Loss) Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.02)
============ ============ ============= =============
Weighted Average Shares Outstanding 38,590,984 23,007,000 20,000,000 15,989,650
============ ============ ============= =============
The accompanying notes are an integral part of these financial statements.
F - 5
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 for 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)
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)
========== ========== ============= ========== ============= =============
The accompanying notes are an integral part of these financial statements.
F - 6
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
For the For the Six For the Inception on
Year Ended Months Ended Year Ended July 9, 1996
June 30, June 30 December 31, Through
------------ ------------ ------------- June 30,
2004 2003 2002 2004
------------ ------------ ------------- -------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (86,566) $ (9,816) $ (32,644) $ (309,022)
Adjustments to Reconcile Net Loss to
Net Cash Provided by Operations:
Stock issued for services 10,000 - - 10,000
Change in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable - - - -
Inventory - - - -
Increase (Decrease) in:
Accounts Payable & Accrued Expenses 18,731 7,125 27,132 65,514
------------ ------------ ------------- -------------
Net Cash Provided(Used) by
Operating Activities (57,835) (2,691) (5,512) (233,508)
------------ ------------ ------------- -------------
Net Cash Provided (Used) by
Investing Activities - - - -
------------ ------------ ------------- -------------
Cash Flows from Financing Activities:
Proceeds from Issuance of Common Stock - - - 6,800
Proceeds from Notes Payable 27,000 25,000 55,000 281,098
Principal Payments on Notes Payable - (35,000) - (45,000)
------------ ------------ ------------- -------------
Net Cash Provided (Used) by
Financing Activities 27,000 (10,000) 55,000 242,898
------------ ------------ ------------- -------------
Increase (Decrease) in Cash (30,835) (12,691) 49,488 9,390
Cash and Cash Equivalents at
Beginning of Period 40,225 52,916 3,428 -
------------ ------------ ------------- -------------
Cash and Cash Equivalents at End of Period $ 9,390 $ 40,225 $ 52,916 $ 9,390
============ ============ ============= =============
Cash Paid For:
Interest $ - $ - $ - $ -
Income Taxes $ 100 $ 100 $ 100 $ 800
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.
F - 7
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2004
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 is concentrating all of its 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, Galaxy Specialties, Inc. (Galaxy) entered into a share
exchange agreement with Coyote Oil Company, Inc. (Coyote), a private Nevada
corporation. Pursuant to the agreement, Galaxy exchanged 20,000,000 shares of
common stock for all of the outstanding common stock of Coyote and changed its
name to Suncrest Global Energy Corp. The management of Galaxy resigned and was
replaced by the management 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 30,2004:
Property and Plant $ 464,230
Accumulated Depreciation -
-----------
Total Property, Plant and Equipment $ 464,230
===========
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, 2004, no depreciation expense has
been recognized for the year ended June 30, 2004 and for the six months ended
June 30, 2003 and for the year ended December 31, 2002 and from inception on
July 9, 1996 thru June 30, 2004.
F - 8
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2004
NOTE 1 - Summary of Significant Accounting Policies (Continued)
d. Property, Plant and Equipment (Continued)
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, 2004, 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 $309,021 that will be offset against
future taxable income. These NOL carryforwards begin to expire in the year
2016.
Deferred tax assets and the valuation account is as follows at June 30,
2004:
Deferred tax asset:
NOL carryforward $ 86,566
Valuation allowance (86,566)
---------------
Total $ -
===============
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
From
For the For the Six For the Inception on
Year Ended Months Ended Year Ended July 9, 1996
June 30, June 30 December 31, Through
------------ ------------ ------------- June 30,
2004 2003 2002 2004
------------ ------------ ------------- -------------
Income (Loss) Numerator $ (86,566) (9,816) (32,644) (309,022)
Shares (Denominator) 38,590,984 23,007,000 20,000,000 15,989,650
------------ ------------ ------------- -------------
Per Share Amount $ (0.00) $ (0.00) $ (0.00) $ (0.02)
============ ============ ============= =============
F - 9
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2004
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, 2004. The
Company has no investments in derivative financial instruments.
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. It is management's
plan to begin the oil refinery operations as soon as possible in order to
generate sufficient working capital.
NOTE 3 - Commitments and Contingencies
The land and mini oil refinery transferred to the Company in 1999 was
purchased through a sheriff's sale in Green River, UT. Due to this, the
Company has had some difficulties in making the final transfer of title to
these assets. As of the report date, management is continuing their efforts
to secure title to these assets.
The land and mini oil refinery transferred in 1999 by the shareholder to
the Company was required to be cleaned up in order to meet the requirements of
the Utah Department of Environmental Quality. In November 2002, management
entered into a contract for $42,000 for tank cleaning which is the final phase
of the clean up. These services were completed in July 2003 and paid for in
September 2003. Since the Company was not liable under the contract until the
services were completed, these financial statements do not include any
adjustments for the liability. As of the report date, management estimates
the remaining cost to complete the clean up to be approximately $1,000.
F - 10
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2004
NOTE 4 - Notes Payable
Notes Payable is detailed as follows at June 30, 2004:
Notes payable to an individual,
bears interest at 10%, unsecured,
payable upon demand $ 47,000
Notes payable to a company, matures
December 2003, 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
-------------
Total Notes Payable $ 188,697
=============
F - 11
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
In our Current Report on Form 8-K, filed February 13, 2004, we reported that
our independent auditors, Chisholm & Associates, Certified Public Accountants,
resigned as our independent auditors and that we engaged Chisholm, Bierwolf &
Nilson, LLC as our independent auditors.
ITEM 8A. CONTROLS AND PROCEDURES
Our President, who acts in the capacity of principal executive officer and
principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures. Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.
ITEM 8B. OTHER INFORMATION
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a)
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 52 President and Director June 9, 2003
April L. Marino 30 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, Earth Products and Technologies,
Inc., 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 Pinecrest Services, Inc. and Libra
Alliance Corporation, which are blank check reporting companies.
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 2004 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 acted in a capacity similar to Chief Executive Officer during the past
fiscal year, did not receive any compensation during fiscal year 2004.
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
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 1, 2004.
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
(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.
20
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 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 officers
as a group Common 7,500,600 19.2%
(2) Represents 7,500,000 common shares owned by Mr. Peters and 200 shares
owned by his spouse.
Securities Under Equity Compensation Plans
We do not have any securities authorized for issuance under any equity
compensation plans.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 9, 2003 our board of directors appointed John W. Peters as President
of Suncrest Global. Mr. Peters had served as a Director and President of
Coyote Oil since June 15, 2001. As a shareholder of Coyote Oil, Mr. Peters
also received 7,500,000 common shares of Suncrest Global, valued at
approximately $194,250, in the share exchange between the companies.
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)
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent auditors billed an aggregate of $7,259.50 for the year ended
June 30, 2004 and $1,412.25 for the year ended June 30, 2003 for professional
services rendered for the audit of our annual financial statements and review
of the financial statements included in our quarterly reports. Our
independent auditors did not bill us for any audit-related fees, tax fees or
other fees for the past two fiscal years.
We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee. Our board of directors
will, from time to time and, as needed, 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.
21
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 23, 2004 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 23, 2004 By: _______________________________________
John W. Peters
President, Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer and Director
/s/ April L. Marino
Date: September 23, 2004 By: _______________________________________
April L. Marino, Secretary/Treasurer
and Director
22