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, 2005
[ ] 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of February 6, 2006, Suncrest Global Energy Corp. 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..............................................2
Item 2. Plan of Operation.................................................8
Item 3. Controls and Procedures...........................................8
PART II: OTHER INFORMATION
Item 6. Exhibits..........................................................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 and six month periods ended December 31, 2005 and
2004 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, 2005 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, 2005
3
SUNCREST GLOBAL ENERGY CORP.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31 June 30,
2005 2005
------------- -------------
(Unaudited)
Current Assets
Cash $ 1,720 $ 8,981
------------- -------------
Total Current Assets 1,720 8,981
Property, Plant and Equipment, net 464,230 464,230
------------- -------------
Total Assets $ 465,950 $ 473,211
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 51,100 $ 43,700
Accrued Expenses 77,919 68,336
Advance Deposit - 10,000
Notes Payable 188,697 188,697
------------- -------------
Total Current Liabilities 317,716 310,733
------------- -------------
Total Liabilities 317,716 310,733
------------- -------------
STOCKHOLDERS' EQUITY
Preferred Stock, Authorized 5,000,00 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 (352,196) (337,952)
------------- -------------
Total Stockholders' Equity 148,234 162,478
------------- -------------
Total Liabilities and Stockholders' Equity $ 465,950 $ 473,211
============= =============
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,
2005 2004 2005 2004 2005
------------- ------------- ------------- ------------- -------------
REVENUES $ - $ - $ - $ - $ -
Cost of Sales - - - - -
------------- ------------- ------------- ------------- -------------
Gross Profit (Loss) - - - - -
------------- ------------- ------------- ------------- -------------
OPERATING EXPENSES
Engineering & Consulting - - - - 46,269
General & Administrative 1,929 5,177 4,661 6,784 227,308
------------- ------------- ------------- ------------- -------------
Total Operating Expenses 1,929 5,177 4,661 6,784 273,577
------------- ------------- ------------- ------------- -------------
Net Operating Income (Loss) (1,929) (5,177) (4,661) (6,784) (273,577)
Other Income (Expense)
Interest Expense (4,755) (4,755) (9,583) (9,510) (77,819)
------------- ------------- ------------- ------------- -------------
Total Other Income (Expense) (4,755) (4,755) (9,583) (9,510) (77,819)
Income Tax Expense - - - - (800)
------------- ------------- ------------- ------------- -------------
Net Income (Loss) $ (6,684) $ (9,932) $ (14,244) $ (16,294) $ (352,196)
============= ============= ============= ============= =============
NET LOSS PER SHARE $ - $ - $ - $ - $ (0.02)
============= ============= ============= ============= =============
WEIGHTED AVERAGE SHARES
OUTSTANDING 39,050,000 39,050,000 39,050,000 39,050,000 19,676,267
============= ============= ============= ============= =============
5
SUNCREST GLOBAL ENERGY CORP.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
For the six months ended July 9, 1996
December 31, Through
2005 2004 December 31, 2005
-------------- -------------- -----------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (14,244) $ (16,294) $ (352,196)
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 Receivable - - -
Inventory - - -
Increase (Decrease) in:
Accounts Payable & Accrued Expenses 11,983 9,411 96,018
-------------- -------------- ---------------
Net Cash Provided (Used) by Operating Activities (2,261) (6,883) (246,178)
-------------- -------------- ---------------
Cash Flows from Investing Activities:
Advance Sale Deposit (10,000) - -
-------------- -------------- ---------------
Net Cash Provided (Used) by Investing Activities (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 5,000 - 247,898
-------------- -------------- ---------------
Increase (Decrease) in Cash (7,261) (6,883) 1,720
Cash and Cash Equivalents at Beginning of Period 8,981 9,390 -
-------------- -------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,720 $ 2,507 $ 1,720
============== ============== ===============
Supplemental Cash Flow Information:
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ 800
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, 2005
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, 2005 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, 2005
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.
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In this quarterly 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.
ITEM 2. PLAN OF OPERATION
Executive Overview
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. Our
mini oil refinery proprietary process relies on a scaled down, low cost
refining and recycling process which processes crude oil or can be used to
recycle 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 own a mini oil refinery prototype located in Green River, Utah. We are
negotiating a potential sale of our mini refinery; however, we cannot assure
you that the sale will be consummated. Therefore, we intend to continue to
focus our efforts on the development of the mini oil refinery proprietary
process and operations. If the sale is closed, then management believes that
we will rely on the proceeds from the sale of our mini refinery to fund
operations and continue the development of a marketing plan to sell our
proprietary process for mini oil refineries to customers. If the sale does
not close, then we anticipate that we will need to raise funds to continue
development of our business plan.
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, 2005, we had $1,720
cash on hand and total assets of $465,950, which include property, plant and
equipment of $464,230. Our total current liabilities were $317,716 at
December 31, 2005, and consist of $188,697 notes payable to third parties,
$77,919 accrued expenses and $51,100 accounts payable.
Accordingly, we cannot satisfy our cash requirements and liabilities and will
need to raise additional capital to further develop our business plan. Any
additional capital will be used to bring our prototype mini refinery to
operational status and to develop our marketing plan for our turn-key mini
refinery.
We have historically relied on advances from third parties to cover cash
shortfalls and we have issued common stock to pay for services rendered. For
the next twelve months we expect to rely on loans or advances from third
parties to fund our operations. We may repay these loans and advancements
with cash, if available, or we may convert them into common stock. If the
sale of our mini refinery closes, then we will rely on the proceeds from that
sale to continue development of our business plan.
ITEM 3. CONTROLS AND PROCEDURES
Our President, who acts in the capacity of principal executive officer and
principal financial officer, has evaluated the
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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 second quarter of our 2006 fiscal
year that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
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)
SIGNATURES
In accordance with the requirements 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: February 13, 2006 By: _________________________________________
John W. Peters
President, Principal Executive Officer,
Principal Financial Officer, and Director
9