U. S. 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, 2004.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
-------------- ------------------
Commission File No.
-------------------
002-97007-D
ENERGROUP TECHNOLOGIES CORPORATION
----------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 82-0420774
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)278-9424
None; Not Applicable.
---------------------
(Former Name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
None, Not Applicable;
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
October 27, 2004
3,641,959
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page.
In the opinion of management, the Financial Statements fairly present the
financial condition of the Registrant.
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Balance Sheet
September 30, 2004 and December 31, 2003
09/30/2004 12/31/2003
-------------- ----------
[Unaudited]
ASSETS
Assets $ 0 $ 0
-------------- ----------
Total Assets $ 0 $ 0
============== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 12,595 $ 9,604
Accounts Payable 100 100
Accrued Interest 0 0
-------------- ----------
Total Current Liabilities 12,695 9,704
Total Liabilities 12,695 9,704
-------------- ----------
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued and
outstanding, 3,641,959 shares 3,642 3,642
Paid-in Capital 318,571 318,571
Accumulated Deficit (318,732) (318,732)
Accumulated Deficit during Development Stage (16,176) (13,185)
-------------- ----------
Total Stockholders' Deficit (12,695) (9,704)
-------------- ----------
Total Liabilities and Stockholders' Deficit $ 0 $ 0
============== ==========
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Six Month Period Ended September 30, 2004, 2003 and
for the Period from Reactivation [December 14, 1998] through September 30, 2004
From the Beginning of
Three Months Three Months Nine Months Nine Months Development Stage on
Ended Ended Ended Ended Dec 14, 1998 through
9/30/2004 9/30/2003 9/30/2004 9/30/2003 September 30, 2004
--------- --------- --------- --------- -------------
Revenue
Income $ 0 $ 0 $ 0 $ 0 $ 0
------- ------- ------- --------- --------------
Operating expenses
General and Administrative 921 361 2,991 2,070 14,647
Total operating expenses 921 361 2,991 2,070 14,647
------- ------- ------- ---------- --------------
Net Income Before Taxes (921) (361) (2,991) (2,070) (14,647)
======= ======= ======= ========== ==============
Income/Franchise Taxes 0 0 0 0 1,529
Net (loss) (921) (361) (2,991) (2,070) (16,176)
-----------------------------------------------------------------------
Loss Per Share (0.01) $ (0.01) $ (0.01) (0.01) (0.01)
-----------------------------------------------------------------------
Weighted Average Shares Outstanding 3,641,959 3,641,959 3,641,959 3,641,959 3,153,720
========================================================================
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Cash Flows
For the Three and Nine Month Periods Ended September 30, 2004, 2003 and
for the Period from Reactivation [December 14, 1998] through September 30, 2004
Three Months Three Months Nine Months Nine Months From the Beginning of
Ended Ended Ended Ended Reactivation through,
2004 2003 2004 2003 September 30, 2004
------------ ------------ ---------- ---------- -----------------------
Cash Flows From Operating Activities
------------------------------------
Net (loss) $ (921) $ (361) $ (2,991) $ (2,070) (16,176)
Adjustments to reconcile net (loss) to net
cash used in operating activities
Shares issued for services 0 0 0 0 3,481
Increase/(Decrease) in accounts payable 0 0 0 0 (1,529)
Increase/(Decrease) in Shareholder loans 921 361 2,991 2,070 14,224
------------ ------------ ---------- ----------- -----------------------
Net cash flows from operating activities 0 0 0 0 0
============ ============ ========== =========== =======================
Net Cash Provided by Financing Activities 0 0 0 0 0
------------ ------------ ---------- ----------- -----------------------
Net Increase In Cash 0 0 0 0 0
Beginning Cash Balance 0 0 0 0 0
------------ ------------ ---------- ----------- -----------------------
Ending Cash Balance $ 0 0 0 0 0
============ ============ ========== =========== =======================
NOTES TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The December 31, 2003, balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
Item 2.Management's Discussion and Analysis or Plan of Operation.
-----------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations in the period ending
September 30, 2004, or since before approximately 1989. The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of Utah,
keeping its reports "current" with the Securities and Exchange Commission or the
payment of expenses associated with reviewing or investigating any potential
business venture. Management does not anticipate that the Company will have to
raise additional funds during the next 12 months, however, if additional moneys
are needed, they may be advanced by management or principal stockholders as
loans to the Company. Because the Company has not identified any such venture as
of the date of this Report, it is impossible to predict the amont of any such
loan. However, any such loan will not exceed $25,000 and will be on terms no
less favorable to the Company than would be available from a commercial lender
in an arm's length transaction. As of the date of this Report, the Company has
not begun seeking any acquisition.
Results of Operations.
----------------------
The Company has had no operations during the quarterly period ended
September 30, 2004, or since on or before approximately 1989. During the
quarterly period covered by this Report, the Company received no revenue and
incurred expenses of $921, stemming from general and administrative expenses.
Liquidity.
----------
At September 30, 2004, the Company had total current assets of $0 and total
liabilities of $12,695.
Controls and Procedures.
------------------------
An evaluation was performed under the supervision and with the
participation of the Company's management, including the President and
Treasurer, regarding the effectiveness of the design and operation of the
Company's disclosure controls and procedures within 90 days before the filing
date of this quarterly report. Based on that evaluation, the Company's
management, including the President and Treasurer, concluded that the Company's
disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to their evaluation.
PART II - OTHER INFORMATION
---------------------------
Item 1.Legal Proceedings.
-------------------------
None; not applicable.
Item 2.Changes in Securities.
-----------------------------
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 and Reports on Form 8-K.
----------------------------------------
None; Not applicable
(b)Reports on Form 8-K.
None; Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENERGROUP TECHNOLOGIES CORPORATION
Date:10/27/04 By/S/Stephen Fry
Stephen R. Fry, President and Director
Date:10/27/04 By/S/Thomas J. Howells
Thomas J. Howells, Secretary and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen R. Fry, President and Director of Energroup Technologies
Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Energroup
Technologies Corporation.
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated:10/27/04 Signature: By/S/Stephen Fry
---------------------------
Stephen R. Fry
President and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomes J. Howells, Secretary Treasurer and Director of Energroup
Technologies Corporation certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Energroup
Technologies Corporation.
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated:10/27/04 Signature: By/S/ Thomas Howells
---------------------
Thomas J. Howells
Secretary, Treasurer and Director
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Energroup Technologies
Corp.,(the "Company") on Form 10-QSB for the quarterly period ended September
30, 2004, as filed with the Securities and Exchange Commission on the date
hereof, (the "Report"), I(We), Stephen R. Fry, President and Director and Thomas
J. Howells, Secretary and Director, of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
By/S/Stephen Fry
-------------------------------
Stephen R. Fry
President and Director
Dated this 27th day of October, 2004.
By/S/Thomas Howells
-----------------------
Thomas J. Howells
Secretary and Director
Dated this 27th day of October, 2004.