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, 2006
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 0-32873
ENERGROUP TECHNOLOGIES CORPORATION
(Exact name of small business issuer as specified in its charter)
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Utah |
87-0420774 |
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(State or Other Jurisdiction of |
(I.R.S. Employer I.D. No.) |
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incorporation or organization) |
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4685 S. Highland Drive, Suite #202
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
(801) 278-9424
(Issuer’s Telephone Number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
1
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date: November 6, 2006 - 3,641,959 shares of common stock.
Transitional Small Business Disclosure Format (Check one): Yes o No x
FINANCIAL STATEMENTS
September 30, 2006
C O N T E N T S
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ENERGROUP TECHNOLOGIES CORPORATION
(A Development Stage Company)
September 30, 2006 and December 31, 2005
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9/30/2006 |
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12/31/2005 |
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(Unaudited) |
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(Audited) |
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ASSETS |
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Assets |
$ |
— |
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$ |
— |
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Total Assets |
$ |
— |
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$ |
— |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Loans from stockholders |
$ |
21,493 |
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$ |
16,860 |
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Accounts Payable |
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— |
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100 |
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Total Current Liabilities |
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21,493 |
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16,960 |
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Total Liabilities |
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21,493 |
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16,960 |
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Stockholders' Deficit: |
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Common Stock, $.001 par value; |
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authorized 50,000,000 shares; issued and |
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outstanding, 3,641,959 shares |
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3,642 |
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3,642 |
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Paid-in Capital |
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318,571 |
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318,571 |
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Accumulated Deficit |
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(318,732 |
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(318,732 |
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Accumulated Deficit during development stage |
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(24,974 |
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(20,441 |
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Total Stockholders' Deficit |
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(21,493 |
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(16,960 |
) |
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Total Liabilities and Stockholders' Deficit |
$ |
— |
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$ |
— |
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See accompanying notes to financial statements.
3
ENERGROUP TECHNOLOGIES CORPORATION
(A Development Stage Company)
For the Three and Nine Month Periods Ended September 30, 2006 and 2005 and
for the Period from Reactivation (December 4, 1998) through September 30, 2006
(Unaudited)
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From the |
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Beginning of |
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For the Three |
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For the Nine |
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Development |
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Months |
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Months |
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Stage on |
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Ended |
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Ended |
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Dec. 4, 1998 |
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September 30, |
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September 30, |
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through |
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2006 |
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2005 |
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2006 |
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2005 |
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September 30, 2006 |
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REVENUE |
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Income |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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NET REVENUE |
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— |
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— |
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— |
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— |
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— |
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Operating Expenses |
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General and Administrative |
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720 |
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702 |
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4,533 |
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3,288 |
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23,245 |
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Total Operating Expenses |
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720 |
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702 |
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4,533 |
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3,288 |
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23,245 |
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Net Income Before Taxes |
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(720 |
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(702 |
) |
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(4,533 |
) |
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(3,288 |
) |
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(23,245 |
) |
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Income/Franchise taxes |
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— |
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— |
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— |
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— |
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1,729 |
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Net loss |
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$ |
(720 |
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$ |
(702 |
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$ |
(4,533 |
) |
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$ |
(3,288 |
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$ |
(24,974 |
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Loss Per Share - Basic & Diluted |
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$ |
(0.01 |
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$ |
(0.01 |
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$ |
(0.01 |
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$ |
(0.01 |
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$ |
(0.01 |
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Weighted Average Shares Outstanding |
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3,641,959 |
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3,641,959 |
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3,641,959 |
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3,641,959 |
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3,278,909 |
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See accompanying notes to financial statements.
4
ENERGROUP TECHNOLOGIES CORPORATION
(A Development Stage Company)
For the Three and Nine Month Periods Ended September 30, 2006 and 2005 and
for the Period from Reactivation (December 4, 1998) through September 30, 2006
(Unaudited)
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For the Nine |
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For the Nine |
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From the Beginning of |
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Months Ended |
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Months Ended |
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Development Stage on |
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September 30, |
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September 30, |
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Dec 4, 1998 through |
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2006 |
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2005 |
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September 30, 2006 |
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Cash Flows Used For Operating Activities |
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Net Loss |
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$ |
(4,533 |
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$ |
(3,288 |
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$ |
(24,974 |
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Adjustments to reconcile net loss to net cash |
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used in operating activities: |
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Shares issued for services |
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— |
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— |
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3,481 |
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Increase/(Decrease) in accounts payable |
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(100 |
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— |
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— |
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Increase/(Decrease) in Shareholder Loans |
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4,633 |
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3,288 |
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21,493 |
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Net Cash Used For Operating Activities |
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— |
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— |
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— |
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Net Increase In Cash |
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— |
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— |
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— |
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Beginning Cash Balance |
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— |
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— |
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— |
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Ending Cash Balance |
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$ |
— |
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$ |
— |
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$ |
— |
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Supplemental Disclosure of Cash Flow Information: |
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Cash Paid for Income Taxes |
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100 |
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— |
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200 |
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See accompanying notes to financial statements.
5
ENERGROUP TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2006
NOTE 1 BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10KSB for the year ended December 31, 2005. The results of operations for the period ended September 30, 2006 are not necessarily indicative of the operating results for the full years.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company does not have significant assets, nor has it established operations and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 RELATED PARTY TRANSACTIONS
The Company has recorded a liability of $21,493 as of September 30, 2006. The unsecured loan bears no interest and is due on demand.
6
Item 2. Management’s Discussion and Analysis or Plan of Operation.
Plan of Operation
Our Company has not engaged in any material operations in the period ended September 30, 2006, or since before approximately 1989. Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
Our Company’s only foreseeable cash requirements during the next 12 months will relate to maintaining our Company in good standing in the State of Utah, as well as paying legal and accounting fees. Management does not anticipate that our Company will have to raise additional funds during the next 12 months.
As of the filing of this Quarterly Report, we have not identified any operations, nor are we in discussions with any potential operations.
Results of Operations
Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005
The Company has had no operations during the quarterly period ended September 30, 2006, nor do we have operations as of the date of this filing. General and administrative expenses were $720 for the September 30, 2006, period compared to $702 for the September 30, 2005, period. General and administrative expenses for the three months ended September 30, 2006, were comprised mainly of accounting and legal fees. We had a net loss of $720 for the September 30, 2006, period compared to a net loss of $702 for the September 30, 2005, period.
Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005
In the nine months ended September 30, 2006, we had sales of $0, compared to the nine months ended September 30, 2005, with sales of $0. General and administrative expenses were $4,533 for the nine months ended September 30, 2006, compared to $3,288 for the September 30, 2005, period. General and administrative expenses for the nine months ended September 30, 2006, were comprised mainly of accounting, legal and filing fees. We had net loss of $4,533 for the nine months ended September 30, 2006, compared to a net loss of $3,288 for the nine months ended September 30, 2005.
Liquidity and Capital Resources
Our total assets as of September 30, 2006, were $0, and we have no assets as of the date of this filing. We do depend on a shareholder being able to loan us money to fund our attempt to get and maintain our Company current in its filings and if this shareholder is not able to loan us the money our ability to continue in our attempt to get and maintain our Company current would be substantially reduced.
Forward-Looking Statements
The foregoing discussion contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.
7
Item 3. Controls and Procedures.
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Secretary concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our President and Secretary, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Secretary have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.
8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
(a) Exhibits
31.1 302 Certification of Steve Fry
31.2 302 Certification of Thomas Howells
32 906 Certification
(b)Reports on Form 8-K.
Form 8-K as filed on or about June 12, 2006, disclosing under Item 8.01 the notification from the National Association of Securities Dealers, Inc. (the “NASD”) that our symbol “ENRG” would be changed from “ENRG” to “EGRT,” effective at the open of business on Wednesday, June 14, 2006.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGROUP TECHNOLOGIES CORPORATION
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Date: |
11/06/06 |
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By: |
/s/Stephen R. Fry/ |
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Stephan R. Fry, President and Director |
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Date: |
11/06/06 |
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By: |
/s/Thomas J. Howells |
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Thomas J. Howells, Secretary and Director |
9