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 December 31, 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 January 16, 2004, the Registrant had a total of 39,050,000 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...............................9
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 and six month periods ended December 31,
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 six month period ended December 31, 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)
Financial Statements
December 31, 2003
3
SUNCREST GLOBAL ENERGY CORP.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31, June 30,
2003 2003
------------- -------------
(Unaudited)
Current Assets
Cash $ 19,833 $ 25,225
Restricted Cash - 15,000
------------- -------------
Total Current Assets 19,833 40,225
Property, Plant and Equipment, net 464,230 464,230
------------- -------------
Total Assets $ 484,063 $ 504,455
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 44,137 44,113
Accrued Expenses 39,879 30,671
Notes Payable 188,697 161,697
------------- -------------
Total Current Liabilities 272,713 236,481
------------- -------------
Total Liabilities 272,713 236,481
------------- -------------
STOCKHOLDERS' EQUITY
Preferred Stock, Authorized 5,000,00 Shares,
$.01 Par Value, Issued and Outstanding 0 Shares - -
Common Stock, $.001 par value; 70,000,000 shares
authorized; 39,050,000 and 38,050,000 shares
issued and outstanding respectively 39,050 38,050
Additional Paid-in Capital 461,380 452,380
Deficit Accumulated During the Development Stage (289,080) (222,456)
------------- -------------
Total Stockholders' Equity 211,350 267,974
------------- -------------
Total Liabilities and Stockholders' Equity $ 484,063 $ 504,455
============= =============
4
SUNCREST GLOBAL ENERGY CORP.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the For the For the For the From
three months three months six months six months Inception on
ended ended ended ended July 9, 1996
December 31, December 31, December 31, December 31, to Dec. 31,
2003 2002 2003 2002 2003
------------- ------------- ------------- ------------- -------------
REVENUES $ - $ - $ - $ - $ -
Cost of Sales - - - - -
------------- ------------- ------------- ------------- -------------
Gross Profit (Loss) - - - - -
------------- ------------- ------------- ------------- -------------
OPERATING EXPENSES
General & Administrative 13,038 16,985 57,416 18,133 248,601
------------- ------------- ------------- ------------- -------------
Total Operating Expenses 13,038 16,985 57,416 18,133 248,601
------------- ------------- ------------- ------------- -------------
Net Operating Income (Loss) (13,038) (16,985) (57,416) (18,133) (248,601)
------------- ------------- ------------- ------------- -------------
Other Income (Expense)
Interest Expense (4,755) (12,146) (9,208) (12,146) (39,779)
------------- ------------- ------------- ------------- -------------
Total Other Income (Expense) (4,755) (12,146) (9,208) (12,146) (39,779)
Income Tax Expense - - - - (700)
------------- ------------- ------------- ------------- -------------
Net Income (Loss) $ (17,793) $ (29,139) $ (66,624) $ (30,279) $ (289,080)
============= ============= ============= ============= =============
NET LOSS PER SHARE $ - $ - $ - $ - $ (0.02)
============= ============= ============= ============= =============
WEIGHTED AVERAGE SHARES
OUTSTANDING 38,383,333 20,000,000 38,216,667 20,000,000 14,722,222
============= ============= ============= ============= =============
5
SUNCREST GLOBAL ENERGY CORP.
(Development Stage Company)
Statement of Cash Flows
(Unaudited)
From Inception on
For the six months ended July 9, 1996
December 31, Through
2003 2002 December 31, 2003
------------- ------------- -----------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (66,624) $ (30,279) $ (289,080)
Adjusments 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 9,232 27,131 56,015
------------- ------------- -----------------
Net Cash Provided (Used) by Operating Activities (47,392) (3,148) (223,065)
------------- ------------- -----------------
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 55,000 281,098
Principal Payments on Notes Payable - - (45,000)
------------- ------------- -----------------
Net Cash Provided (Used) by Financing Activities 27,000 55,000 242,898
------------- ------------- -----------------
Increase (Decrease) in Cash (20,392) 51,852 19,833
Cash and Cash Equivalents at Beginning of Period 40,225 1,064 -
------------- ------------- -----------------
Cash and Cash Equivalents at End of Period $ 19,833 $ 52,916 $ 19,833
============= ============= =================
Supplemental Cash Flow Information:
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.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2003
GENERAL
- -------
Suncrest Global Energy Corp. (the Company) has elected to omit substantially
all footnotes to the financial statements for the six months ended December
31, 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.
COMMON STOCK
- ------------
During December, 2003 the Company issued 1,000,000 shares of common stock for
services rendered valued at $10,000 (or $.01 per share).
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. Our
auditors have expressed doubt that we can continue as a going concern if we do
not obtain financing. At the six month period ended December 31, 2003 (our
2004 second quarter), we had $19,833 cash on hand compared to $25,225 cash on
hand at June 30, 2003. Total assets at December 31, 2003, were $484,063 and
include property, plant and equipment. Our total current liabilities were
$272,713 at December 31, 2003, and primarily consist of $188,697 notes payable
to third parties, compared to $236,481 total current liabilities at June 30,
2003.
We own a mini oil refinery located in Green River, Utah that we are in
the process of restoring to operational status. A mini refinery uses a scaled
down, low cost refining and recycling process which processes crude oil or
recycles waste oils. Our business plan is to restore our mini refinery's
operations, then develop a manufacturing and marketing plan to sell a turnkey
mini refinery or waste oil refinery to prospective customers. We have
identified a market segment for our mini refinery where limited output volume,
limited feed stock and the limitations of large refinery equipment make the
location unattractive to large refiners.
Historically we have relied on advances from related parties to cover our
administrative, legal and accounting expenses. During the six month period
ended December 31, 2003, we borrowed $27,000 from related parties to continue
the restoration of our mini refinery. However, as of the date of this filing
the mini refinery is not operational. Management intends to use any future
funding to complete the restoration of the mini refinery; but if we are unable
to obtain funds on acceptable terms, then we might be forced to delay or
abandon some or all of our business plan.
Management believes advances and loans 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, once it is
operational, 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.
8
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.
PART II: OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
On December 15, 2003, our board authorized the issuance of 1,000,000
common shares to First Equity Holdings Corp. in consideration for business
management and administrative services for the past year which were valued at
$10,000. 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.
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: January 22, 2004 By: _______________________________________
John W. Peters
President, Principal Executive and
Financial Officer and Director
9