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