UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No.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.)
3353 South Main, #584, Salt Lake City, Utah 84115
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 946-6760
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
As of October 28, 2003 the Registrant had a total of 38,050,000 shares of
common stock issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements........................................... 3
Item 2: Plan of Operations............................................. 8
Item 3: Controls and Procedures ....................................... 8
PART II: OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds ..................... 9
Item 6: Exhibits and Reports on Form 8-K .............................. 9
Signatures ............................................................. 9
_______________________________
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements
of operations for the three month period ended September 30, 2003 and 2002 are
unaudited. This financial information, in the opinion of management, includes
all adjustments consisting of normal recurring entries necessary for the fair
presentation of such data. The results of operations for the three month
period ended September 30, 2003, are not necessarily indicative of results to
be expected for any subsequent period.
2
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Financial Statements
September 30, 2003
3
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
ASSETS
September 30, June 30,
2003 2003
------------- -------------
(Unaudited)
Current Assets
Cash $ 22,844 $ 25,225
Restricted Cash - 15,000
------------- -------------
Total Current Assets 22,844 40,225
Property, Plant and Equipment, Net 464,230 464,230
------------- -------------
Total Assets $ 487,074 $ 504,455
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 44,110 $ 44,113
Accrued Expenses 35,124 30,671
Notes Payable 188,697 161,697
------------- -------------
Total Current Liabilities 267,931 236,481
------------- -------------
Total Liabilities 267,931 236,481
------------- -------------
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
38,050,000 Shares 38,050 38,050
Additional Paid in Capital 452,380 452,380
Deficit Accumulated During the Development Stage (271,287) (222,456)
------------- -------------
Total Stockholders' Equity 219,143 267,974
------------- -------------
Total Liabilities and Stockholders' Equity $ 487,074 $ 504,455
============= =============
4
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
For the Three For the Three From Inception
Months Ended Months Ended On July 9, 1996
September 30, September 30, Through
2003 2002 September 30,2003
-------------- -------------- -----------------
Revenues $ - $ - $ -
Cost of Sales - - -
-------------- -------------- -----------------
Gross Profit (Loss) - - -
-------------- -------------- -----------------
Operating Expenses
General & Administrative 44,378 1,148 235,563
-------------- -------------- -----------------
Total Operating Expenses 44,378 1,148 235,563
-------------- -------------- -----------------
Net Operating Income (Loss) (44,378) (1,148) (235,563)
-------------- -------------- -----------------
Income (Loss) Before Income
Taxes (44,378) (1,148) (235,563)
Other Income (Expense)
Interest Expense (4,453) - (35,024)
-------------- -------------- -----------------
Total Other Income (Expense) (4,453) - (35,024)
Income Tax Expense - - (700)
-------------- -------------- -----------------
Net Income (Loss) $ (48,831) $ (1,148) $ (271,287)
============== ============== ==============
Net Income (Loss) Per Share $ (0.00) $ (0.00) $ (0.02)
============== ============== ==============
Weighted Average Shares
Outstanding 38,050,000 20,000,000 13,906,322
============== ============== ==============
5
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Three For the Three From Inception
Months Ended Months Ended On July 9, 1996
September 30, September 30, Through
2003 2002 September 30, 2003
-------------- -------------- ------------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (48,831) $ (1,148) $ (271,287)
Adjustments to Reconcile Net Loss to Net
Cash Provided by Operations:
Change in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable - - -
Inventory - - -
Increase (Decrease) in:
Accounts Payable & Accrued Expenses 4,450 - 51,233
-------------- -------------- --------------
Net Cash Provided(Used) by
Operating Activities (44,381) (1,148) (220,054)
-------------- -------------- --------------
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 5,000 281,098
Principal Payments on Notes Payable - - (45,000)
-------------- -------------- --------------
Net Cash Provided (Used) by
Financing Activities 27,000 5,000 242,898
-------------- -------------- --------------
Increase (Decrease) in Cash (17,381) 3,852 22,844
Cash and Cash Equivalents at
Beginning of Period 40,225 1,064 -
-------------- -------------- --------------
Cash and Cash Equivalents at End of Period $ 22,844 $ 4,916 $ 22,844
============== ============== ==============
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ 700
Non-Cash Investing and Financing Activities:
Assets Contributed by Shareholder $ - $ - $ 498,430
Stock Issued for Notes Payable $ - $ - $ 13,200
6
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2003
GENERAL
Suncrest Global Energy Corp. (formerly Galaxy Specialties, Inc.) (the Company)
has elected to omit substantially all footnotes to the cosolidated financial
statements for the three months ended September 30, 2003 since there have been
no material changes (other than indicated in other footnotes) to the
information previously reported by the Company in their Annual Report filed on
the Form 10-KSB for the twelve months ended June 30, 2003.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
7
In this quarterly report references to "Suncrest Global," "we," "us," and
"our" refer to Suncrest Global Energy Corp.
FORWARD LOOKING STATEMENTS
This quarterly report contains certain forward-looking statements and any
statements contained in this quarterly report that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Suncrest Global's control. These factors include but are not limited to
economic conditions generally and in the industries in which Suncrest Global
may participate, competition within Suncrest Global's chosen industry, and
failure by Suncrest Global to successfully develop business relationships.
ITEM 2: 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. In June
2003 Suncrest Global acquired Coyote Oil Company, Inc. ("Coyote Oil") as a
wholly-owned subsidiary. However, the acquisition was treated as a reverse
acquisition for accounting purposes due to a change in management and change
in shareholder voting control. This means that Coyote Oil, a development
stage company, is the accounting survivor and the results of operations
presented in this quarterly report are the historical financial statements of
Coyote Oil rather than Suncrest Global, formerly Galaxy Specialties, Inc.
At the three month period ended September 30, 2003 (our 2004 first
quarter) we had $22,844 cash on hand and total current assets of $487,074.
Our total current liabilities were $267,931, which consist of $188,697 notes
payable to third parties. Our auditors have expressed doubt that we can
continue as a going concern if we do not obtain financing.
During the 2004 first quarter we relied on proceeds of $27,000 from loans
to continue the restoration of our mini refinery, which is located in Green
River, Utah. The mini refinery was functional in the early 1990's, but has
since become inoperable. Management intends to use any available funding to
complete the restoration and clean up of our mini refinery and begin its
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 anticipate future funding will be a combination
of revenues from the mini refinery 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.
ITEM 3: 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.
8
PART II: OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 29, 2003 Suncrest Global issued an aggregate of 20,000,000
shares of common stock, valued at approximately $518,430, to the seven
stockholders of Coyote Oil in exchange for 10,000,000 shares of Coyote Oil
common stock. We relied on an exemption from registration for a private
transaction not involving a public distribution provided by Section 4(2) under
the Securities Act. We believe each purchaser:
. was aware that the securities had not been registered under federal
securities laws;
. acquired the securities for his/her/its own account for investment
purposes of the federal securities laws;
. understood that the securities would need to be held indefinitely
unless registered or an exemption from registration applied to a
proposed disposition; and,
. was aware that the certificate representing the securities would
bear a legend restricting its transfer.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
Part II 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
Reports on Form 8-K.
- -------------------
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned who is duly
authorized.
SUNCREST GLOBAL ENERGY CORP.
/s/ John W. Peters
Date: October 29, 2003 By: _______________________________________
John W. Peters
President, Principal Executive and
Financial Officer and Director
9