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 March 31, 2004.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No.
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002-97007-D
ENERGROUP TECHNOLOGIES CORPORATION
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(Name of Small Business Issuer in its Charter)
UTAH 82-0420774
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(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
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)278-9424
None; Not Applicable.
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(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
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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:
April 26, 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
March 31, 2004 and December 31, 2003
03/31/2004 12/31/2003
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[Unaudited]
ASSETS
Assets $ 0 $ 0
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Total Assets $ 0 $ 0
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 9,818 $ 9,604
Accounts Payable 100 100
Accrued Interest 0 0
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Total Current Liabilities 9,918 9,704
Total Liabilities 9,918 9,704
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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 (13,399) (13,185)
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Total Stockholders' Deficit (9,918) (9,704)
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Total Liabilities and Stockholders' Deficit $ 0 $ 0
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ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three Month Period Ended March 31, 2004, 2003 and
for the Period from Reactivation [December 14, 1998] through March 31, 2004
From the Beginning of
Six Months Six Months Development Stage on
Ended Ended Dec. 4, 1998 through
6/30/2003 6/30/2002 June 30, 2003
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Revenue
Income $ 0 $ 0 $ 0
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Operating expenses
General and Administrative 214 519 11,870
Total operating expenses 214 519 11,870
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Net Income Before Taxes (214) (519) (11,870)
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Income/Franchise Taxes 0 0 1,529
Net (loss) (214) (519) (13,399)
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Loss Per Share $ (0.01) (0.01) (0.01)
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Weighted Average Shares Outstanding 3,641,959 3,641,959 3,105,872
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Energroup Technologies Corporation
STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended March 31, 2004, 2003 and
for the Period from Reactivation [December 14, 1998] through March 31, 2004
From the Beginning of
Three Months Three Months Reactivation on
Ended Ended December 14, 1999 through
3/31/2004 3/31/2003 March 31, 2004
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[Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
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Net Loss $ (214) $ (519) (13,399)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services 0 0 3,381
Increase/(Decrease) in accounts payable 0 0 100
Increase/(Decrease) in Shareholder Loans 241 519 9,918
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Net Cash Used For Operating Activities 0 0 0
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Cash Flows Provided by Financing Activities
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Net Cash Provided by Financing Activities 0 0 0
Net Increase In Cash 0 0 0
Beginning Cash Balance 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0
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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
March 31, 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 March
31, 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
$214, stemming from general and administrative expenses.
Liquidity
At March 31, 2004, the Company had total current assets of $0 and total
liabilities of $9,918.
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; 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: 4-26-04 By/S/ Stephen R. Fry
Stephen R. Fry, President and Director
Date: 4-26-04 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 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 ot the perod covered by this 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-15(e) and 15d-15(e) for the small business issuer 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 presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based upon such evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materialy
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of the internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Dated: 4-26-04
By/S/ Stephen R. Fry
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Stephen R. Fry
President and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas 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 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 ot the perod covered by this 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-15(e) and 15d-15(e) for the small business issuer 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 presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based upon such evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materialy
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of the internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Dated: 4-26-04
Thomas J. Howells
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Thomas J. Howells
Sec., Tres., 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
Corporation, (the "Company") on Form 10-QSB for the quarterly period ended March
31, 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/Treasurer 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 R. Fry
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Stephen R. Fry
President and Director
Dated this 26th day of April, 2004
By/S/ Thomas J. Howells
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Thomas J. Howells
Secretary/Treasurer and Director
Dates this 26th day of April, 2004