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, 2006
[ ]
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 (State or other jurisdiction of incorporation or organization) | 81-0438093 (I.R.S. Employer Identification No.) |
3353 South Main, #584, Salt Lake City, Utah 84115
(Address of principal executive offices)
801-323-2395
(Issuers telephone number)
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 [X] No [ ]
As of February 12, 2007 Suncrest Global Energy Corp. had a total of 3,003,892 post-split shares of common stock issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
1
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
2
Item 2. Managements Discussion and Analysis or Plan of Operation
9
Item 3. Controls and Procedures
9
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
10
Item 6. Exhibits
10
Signatures
10
______________________________
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements of operations for the six month period ended December 31, 2006 and 2005 is 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, 2006 are not necessarily indicative of results to be expected for any subsequent period.
Suncrest Global Energy Corp.
(Formerly Galaxy Specialties, Inc.)
(A Development Stage Company)
Financial Statements
December 31, 2006
2
| SUNCREST GLOBAL ENERGY CORP. |
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| (A Development Stage Company) |
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| Balance Sheets |
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| ASSETS |
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| December 31, |
| June 30, | |
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| 2006 |
| 2006 | |
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Current Assets |
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Cash |
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| $ 5,705 |
| $ 1,253 | |
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Total Current Assets |
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| 5,705 |
| 1,253 | |||
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Property, Plant and Equipment, net |
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| - |
| 464,230 | ||||
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Total Assets |
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| $ 5,705 |
| $ 465,483 | ||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts Payable |
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| - |
| 146,700 | ||
Accrued Expenses |
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| 100 |
| 87,429 | ||
Notes Payable |
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| - |
| 188,697 | ||
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Total Current Liabilities |
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| 100 |
| 422,826 | |||
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Total Liabilities |
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| 100 |
| 422,826 | ||
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STOCKHOLDERS' EQUITY |
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Preferred Stock, Authorized 5,000,000 Shares, $.01 Par Value, |
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Issued and Outstanding 0 Shares |
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Common Stock, Authorized 70,000,000 Shares, $.001 par Value, |
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Issue and Outstanding 3,003,847 Shares (Retroactively Restated) | 3,004 |
| 3,004 | ||||||
Additional Paid-in Capital |
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| 497,426 |
| 497,426 | |||
Deficit Accumulated During the Development Stage |
| (494,825) |
| (457,773) | |||||
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Total Stockholders' Equity (Retroactively Restated) |
| 5,605 |
| 42,657 | |||||
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Total Liabilities and Stockholders' Equity |
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| $ 5,705 |
| $ 473,211 | ||||
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The accompanying notes are an integral part of these financial statements |
3
SUNCREST GLOBAL ENERGY CORP. | ||||||||||||
(Formerly Galaxy Specialties, Inc.) | ||||||||||||
(A Development Stage Company) | ||||||||||||
Statements of Operations | ||||||||||||
(Unaudited) | ||||||||||||
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| For the three months |
| For the three months | For the six months |
| For the six months |
| From Inception on | |
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| ended December 31, | ended December 31, | ended December 31, | ended December 31, | July 9, 1996 | ||||
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| 2006 |
| 2005 |
| 2006 |
| 2005 |
| to Dec. 31, 2006 |
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REVENUES |
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| $ - |
| $ - |
| $ - |
| $ - |
| $ - | |
Cost of Sales |
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| - |
| - |
| - |
| - |
| - | |
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Gross Profit (Loss) |
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| - |
| - |
| - |
| - |
| - | |
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OPERATING EXPENSES |
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Engineering & Consulting |
| - |
| - |
| - |
| - |
| 46,269 | ||
General & Administrative |
| 2,607 |
| 1,929 |
| 67,243 |
| 4,661 |
| 390,518 | ||
Total Operating Expenses |
| 2,607 |
| 1,929 |
| 67,243 |
| 4,661 |
| 436,787 | ||
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Net Operating Income (Loss) |
| (2,607) |
| (1,929) |
| (67,243) |
| (4,661) |
| (436,787) | ||
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OTHER INCOME (EXPENSE) |
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Gain on sale of Property, Plant and Equipment |
| - |
| - |
| 32,569 |
| - |
| 32,569 | ||
Interest Expense |
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| - |
| (4,755) |
| (2,378) |
| (9,583) |
| (89,707) | |
Total Other Income (Expense) |
| - |
| (4,755) |
| 30,191 |
| (9,583) |
| (57,138) | ||
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INCOME FROM CONTINUING OPERATIONS |
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AND BEFORE TAXES |
| (2,607) |
| (6,684) |
| (37,052) |
| (14,244) |
| (493,925) | ||
Income Tax Expense |
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| - |
| - |
| - |
| - |
| (900) | |
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Net Income (Loss) |
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| $ (2,607) |
| $ (6,684) |
| $ (37,052) |
| $ (14,244) |
| $ (494,825) | |
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NET LOSS PER SHARE |
| $ - |
| $ - |
| $ - |
| $ - |
| $ - | ||
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WEIGHTED AVERAGE SHARES OUTSTANDING |
| 3,003,892 |
| 3,003,892 |
| 3,003,892 |
| 3,003,892 |
| 1,653,627 |
The accompanying notes are an integral part of these financial statements.
4
Suncest Global Energy Corp. | |||||||
(Formerly Galaxy Specialties, Inc.) | |||||||
(A Development Stage Company) | |||||||
Consolidated Statements of Stockholders' Equity (Deficit) | |||||||
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| Deficit |
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| Accumulated |
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| Additional | During the |
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| Preferred Stock | Common Stock | Paid-in | Development | ||
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| Shares | Amount | Shares | Amount | Capital | Stage |
Balance at inception on July 9, 1996 |
| - | $ - | - | $ - | $ - | $ - |
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July, 1996 stock issued cash at $.001 per share |
| - | - | 523,077 | 523 | 6,277 | - |
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Net loss for the year ended December 31, 1996 |
| - | - | - | - | - | - |
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Balance at December 31, 1996 |
| - | - | 523,077 | 523 | 6,277 | - |
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Net loss for the year ended December 31, 1997 |
| - | - | - | - | - | (35,986) |
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Balance at December 31, 1997 |
| - | - | 523,077 | 523 | 6,277 | (35,986) |
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Net loss for the year ended December 31, 1998 |
| - | - | - | - | - | (9,624) |
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Balance at December 31, 1998 |
| - | - | 523,077 | 523 | 6,277 | (45,610) |
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March 1999 - Assets contributed by shareholder |
| - | - | - | - | 498,430 | - |
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Net loss for the year ended December 31, 1999 |
| - | - | - | - | - | (14,754) |
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Balance at December 31, 1999 |
| - | - | 523,077 | 523 | 504,707 | (60,364) |
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May 2000 - Stock issued for notes |
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payable at $.001 per share |
| - | - | 1,015,385 | 1,015 | 12,185 | - |
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Net loss for the year ended December 31, 2000 |
| - | - | - | - | - | (94,683) |
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Balance at December 31, 2000 |
| - | - | 1,538,462 | 1,538 | 516,892 | (155,047) |
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Net loss for the year ended December 31, 2001 |
| - | - | - | - | - | (24,949) |
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Balance at December 31, 2001 |
| - | - | 1,538,462 | 1,538 | 516,892 | (179,996) |
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Net income (loss) for the year ended |
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December 31, 2002 |
| - | - | - | - | - | (32,644) |
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Balance at December 31, 2002 |
| - | - | 1,538,462 | 1,538 | 516,892 | (212,640) |
The accompanying notes are an integral part of these financial statements
5
Suncest Global Energy Corp. | |||||||
(Formerly Galaxy Specialties, Inc.) | |||||||
(A Development Stage Company) | |||||||
Consolidated Statements of Stockholders' Equity (Deficit) | |||||||
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| Deficit |
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| Accumulated |
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| Additional | During the |
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| Preferred Stock | Common Stock | Paid-in | Development | ||
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| Shares | Amount | Shares | Amount | Capital | Stage |
Balance at December 31, 2002 |
| - | $ - | 1,538,462 | $ 1,538 | $ 516,892 | $ (212,640) |
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June 2003 - Reverse acquisition adjustment |
| - | - | 1,388,462 | 1,389 | (29,389) | - |
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Net income (loss) for the six months ended |
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June 30, 2003 |
| - | - | - | - | - | (9,816) |
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Balance at June 30, 2003 |
| - | - | 2,926,924 | 2,927 | 487,503 | (222,456) |
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December 2003 - Shares issued for services |
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at $.01 per share |
| - | - | 76,923 | 77 | 9,923 | - |
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Net income (loss) for the year ended |
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June 30, 2004 |
| - | - | - | - | - | (86,566) |
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Balance at June 30, 2004 |
| - | - | 3,003,847 | 3,004 | 497,426 | (309,022) |
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Net income (loss) for the year ended |
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June 30, 2005 |
| - | - | - | - | - | (28,930) |
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Balance at June 30, 2005 |
| - | - | 3,003,847 | 3,004 | 497,426 | (337,952) |
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Net income (loss) for the year ended |
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June 30, 2006 |
| - | - | - | - | - | (119,821) |
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Balance at June 30, 2006 |
| - | - | 3,003,847 | 3,004 | 497,426 | (457,773) |
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Net income (loss) for the six months ended |
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December 31, 2006 (Unaudited) |
| - | - | - | - | - | (37,052) |
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Balance at December 31, 2006 (Unaudited) |
| - | $ - | 3,003,847 | $ 3,004 | $ 497,426 | $ (494,825) |
The accompanying notes are an integral part of these financial statements.
6
SUNCREST GLOBAL ENERGY CORP. | |||||||||
(A Development Stage Company) | |||||||||
Statements of Cash Flows | |||||||||
(Unaudited) | |||||||||
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| From Inception on |
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| For the six months ended |
| July 9, 1996 | ||
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| December 31, |
| Through | ||
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| 2006 |
| 2005 |
| December 31, 2006 |
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Cash Flows from Operating Activities: |
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Net Income (Loss) |
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| $ (37,052) |
| $ (14,244) |
| $ (494,825) | |
Adjustments to Reconcile Net Loss to Net Cash |
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Provided by Operations: |
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Stock Issued for Services |
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| - |
| - |
| 10,000 | ||
Gain on Sale of Assets |
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| (32,569) |
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| (32,569) | ||
Change in Operating Assets and Liabilities: |
| - |
| - |
| - | |||
Increase (Decrease) in: |
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Accounts Payable & Accrued Expenses |
| (234,029) |
| 11,983 |
| (32,901) | |||
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Net Cash Provided (Used) by Operating Activities |
| (303,650) |
| (2,261) |
| (550,295) | |||
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Cash Flows from Investing Activities: |
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Proceeds from sale of Property, Plant and Equipment | 496,799 |
| - |
| 496,799 | ||||
Advance Sale Deposit |
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| - |
| (10,000) |
| - | ||
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Net Cash Provided (Used) by Investing Activities |
| 496,799 |
| (10,000) |
| 496,799 | |||
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Cash Flows from Financing Activities: |
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Cash from Advance |
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| - |
| 5,000 |
| 5,000 | |
Proceeds from Issuance of Common Stock |
| - |
| - |
| 6,800 | |||
Proceeds from Notes Payable |
|
| - |
| - |
| 281,098 | ||
Principal Payments on Notes Payable |
| (188,697) |
| - |
| (233,697) | |||
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Net Cash Provided (Used) by Financing Activities |
| (188,697) |
| 5,000 |
| 59,201 | |||
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Increase (Decrease) in Cash |
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| 4,452 |
| (7,261) |
| 5,705 | ||
Cash and Cash Equivalents at Beginning of Period |
| 1,253 |
| 8,981 |
| - | |||
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Cash and Cash Equivalents at End of Period |
| $ 5,705 |
| $ 1,720 |
| $ 5,705 | |||
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Cash Paid For: |
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Interest |
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| $ - |
| $ - |
| $ - |
Income Taxes |
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| $ - |
| $ - |
| $ 900 | |
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Non-Cash Investing and Financing Activities: |
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Assets Contributed by Shareholder |
| $ - |
| $ - |
| $ 498,430 | |||
Stock Issued for Notes Payable |
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| $ - |
| $ - |
| $ 13,200 |
The accompanying notes are an integral part of these financial statements
7
Suncrest Global Energy Corp.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2006
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, 2006 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, 2006
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
On October 23, 2006 the Board of Directors approved a 13:1 reverse split of the Companys common shares which was completed during the quarter. These financial statements have been retroactively restated to reflect the reverse split.
8
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. MANAGEMENTS DISCUSSION AND ANALYSIS OR 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 December 31, 2006, we had cash of $5,705 and total liabilities of $100. In August 2006 our wholly owned subsidiary, Coyote Oil Company, Inc., sold its mini oil refinery prototype, land and assets related to that property. We used the majority of the approximately $465,000 proceeds to pay off debt and we will need to raise additional funds during the next twelve months to satisfy our cash requirements.
During the next twelve months our management intends to actively seek an operating company to acquire or with which to merge. Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the process of going public. However, should a merger or acquisition prove unsuccessful, it is possible that we may decide not to pursue further acquisition activities and management may abandon its activities and our shares would become worthless. As of the date of this filing, we have not identified any assets or business opportunities for acquisition.
In October 2006, a majority of our stockholders approved a 13-to-1 reverse stock split of our common stock (See Part II, Item 4, below). The purpose of the reverse stock split was to position the company so that it would be more attractive as a merger or acquisition candidate. Potential investors must recognize that because we have limited capital available for investigation of business opportunities and management has limited experience in business analysis, we may not discover or adequately evaluate adverse facts about any business opportunity to be acquired. All risks inherent in new and inexperienced enterprises are inherent in our plan.
It is emphasized that our management may effect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our board of directors to complete acquisitions without submitting any proposal to the stockholders for their consideration.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure. Our President, who acts in the capacity of principal executive officer and principal financial officer, has evaluated the 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.
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Our President also determined that there were no changes made in our internal controls over financial reporting during the second quarter of our 2007 fiscal year that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 20, 2006, our board of directors proposed by resolution a 13-to-1 reverse split of our common stock. On October 23, 2006 (the Record Date) stockholders holding 27,241,000 shares of common stock, representing 69.8% of our outstanding common stock, executed and delivered a written consent approving and adopting the reverse split. The reverse split was made effective December 29, 2006 and our trading symbol on the OTC Bulletin Board changed to SGEG at the open of business on December 29, 2006.
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
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)
10.1
Asset Purchase Agreement between Coyote Oil Company, Inc. and Ecodomaine Refining, Inc., dated March 30, 2004 (Incorporated by reference to exhibit 10.1 to Form 8-K filed August 10, 2006)
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.
Date: February 16, 2007
By: /s/ John W. Peters
John W. Peters
President, Principal Executive Officer,
Principal Financial Officer, and Director
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