U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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 HIGHLAND DR., SUITE 202
Salt Lake City, Utah 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)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: NASD
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value
common stock
Check whether the Issuer (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 Company 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
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 2004-
$0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
March 2, 2005 - $161. There are approximately 161,459 shares of common
voting stock of the Company not held by affiliates. Because there has been no
"public market" for the Company's common stock during the past three years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
March 1, 2005
3,641,959
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I
Item 1. Description of Business.
---------------------------------
Business Development.
---------------------
Organization and Charter Amendments.
------------------------------------
Energroup Technologies Corporation, (the "Company"), was incorporated under
the laws of the State of Utah on March 21, 1985, under the name of Great Lakes
Funding, Inc.
The Company's initial authorized capital was $50,000.00, consisting of
50,000,000 shares of one mill ($0.001) par value common voting stock.
On January 9, 1986, the Articles of Incorporation were amended to change
the name from Great Lakes Funding, Inc., to Energroup Technologies Corporation.
On October 1, 1999, the Articles of Incorporation were amended to reflect a
20 to 1 reverse split of the Company's issued and outstanding common stock,
while retaining the current authorized capital and par value, with appropriate
adjustments in the stated capital accounts and capital surplus accounts;
provided, however, that no stockholder, computed on a per stock certificate or
record basis on the effective date hereof, currenly owning 100 or more shares
was reduced to less than 100 shares as a result of the reverse split and that no
stockholder owning less than 100 shares, on the per stock certificate or record
basis on the effective date hereof, was affected by the reverse split.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Business.
---------
The Company was engaged in the manufacturing of interfacing devices used in
microprocessors-based control systems for heating, ventilation and air
conditioning systems. These operations proved unsuccessful, and the Company
ceased such operations over ten years ago.
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over ten years. The Company may begin the
search for the acquisition of assets, property or business that may benefit the
Company and its stockholders, once the Board of Directors sets guidelines of
industries in which the Company may have an interest.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.
Risk Factors.
-------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Extremely Limited Assets; No Source of Revenue. The Company has virtually
no assets and has had no revenue for over the past ten years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired business will produce any material revenues for
the Company or its stockholders or that any such business will operate on a
profitable basis. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may acquire. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted on the OTC
Bulletin Board of the NASD under the symbol "ENGR". Section 15(g) of the
Securities Exchange Act of 1934, as amended, and Reg. Section 240.15g-2 of the
Securities and Exchange Commission require broker-dealers dealing in penny
stocks to provide potential investors with a document disclosing the risks of
penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account. Potential investors in the Company's common stock are urged to obtain
and read such disclosure carefully before purchasing any shares that are deemed
to be "penny stock." Moreover, Reg. Section 240.15g-9 of the Securities and
Exchange Commission requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for investors in the Company's common stock to resell their shares to
third parties or to otherwise dispose of them.
The Company's Form 211 Application was accepted March 17, 2005 by the NASD
and is now listed on the OTC Bulletin Board under the symbol "ENRG".
Principal Products or Services and their Markets.
-------------------------------------------------
None; Not applicable.
Competition.
------------
None; Not applicable.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------
None; Not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
----------------
None; Not applicable.
Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------
None; Not applicable.
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer, is not an
investment company, and if a majority-owned subsidiary, the parent is also a
small business issuer, provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more. The
Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets.
Sarbanes-Oxley Act.
-------------------
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory requirements on publicly-held companies and their insiders.
Many of these requirements will affect us. For example:
* Our chief executive officer and chief financial officer must
now certify the accuracy of all of our periodic reports that
contain financial statements;
* Our periodic reports must disclose our conclusions about the
effectiveness of our disclosure controls and procedures; and
* We may not make any loan to any director or executive officer
and we may not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine whether they comply with the Sarbanes-Oxley Act and the
new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-
Oxley Act and will take whatever actions are necessary to ensure that we are in
compliance.
Research and Development.
-------------------------
None; Not applicable.
Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------
None; Not applicable.
Number of Employees.
--------------------
None; Not applicable.
Item 2. Description of Property.
---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its majority shareholder, Duane S. Jenson, and are currently
provided at no cost. Because the Company has had no business, its activities
have been limited to keeping itself in good standing in the State of Utah. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Jenson of providing the use of his office and
telephone have been minimal.
Item 3. Legal Proceedings.
---------------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
During the year ended December 31, 2004, no matter was submitted to a vote
of the Company's securities holders, whether through the solicitation of proxies
or otherwise.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
Equity Compensation Plans.
--------------------------
The Company does not currently have nor does it intend on implementing an
Equity Compensation Plan.
Market Information.
-------------------
The Company's common stock was listed on the OTC Bulletin Board of the
National Association of Securities Dealers ("NASD") on March 17, 2005 under the
symbol "ENRG". There is currently no established "public market" for shares of
common stock of the Company. Management does not expect any public market to
develop unless and until the Company completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's common stock
will develop or be maintained.
Holders.
--------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 163.
Purchasers of Equity Securities by the Small Business Issuer and Affiliated
Purchasers.
-----------
None; not applicable.
Dividends.
----------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------
On September 24, 1999, the Company issued 1,698,000 "unregistered" and
"restricted" common shares to Jenson Services, Inc., in consideration of payment
of $1,698 of expenses incurred on behalf of the Company. These shares were
issued at par value, one mill ($0.001).
On September 24, 1999, the Company issued 500,000 "unregistered" and
"restricted" common shares to James Doolin, President and Director. These shares
were in consideration of services rendered and issued at par value, one mill
($0.001).
On September 24, 1999, the Company issued 500,000 "unregistered" and
"restricted" common shares to Alycia Anthony, Secretary and Director. These
shares were in consideration of services rendered and issued at par value, one
mill ($0.001).
On November 1, 1999, the Company issued 782,500 "unregistered" and
"restricted" common shares to Jenson Services, Inc., in consideration of payment
of $782.50 of expenses incurred on behalf of the Company. These shares were
issued at par value, one mill ($0.001).
Item 6. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two fiscal years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture. As of December 31, 2004, it had no cash or cash equivalents. If
additional funds are required during this period, such funds may be advanced by
management or 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 amount of any such loan. However, any such loan should 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 is not engaged in any negotiations with any
person regarding any such venture.
Results of Operations.
----------------------
Other than maintaining its good corporate standing in the State of Utah,
compromising and settling its debts and seeking the acquisition of assets,
properties or businesses that may benefit the Company and its stockholders, the
Company has had no material business operations in the two most recent calendar
years.
At December 31, 2004, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
The Company has received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
Liquidity.
----------
The Company has no cash or cash equivalents on hand. If additional funds
are required, such funds may be advanced by management or stockholders as loans
to the Company. Because the Company has not identified any acquisition or
venture, it is impossible to predict the amount of any such loan.
Item 7. Financial Statements.
------------------------------
Independent Auditors' Report
Balance Sheet -- December 31, 2004
Statements of Operations for the years ended December 31, 2004 and 2003 and
for the period from Reactivation [December 4, 1998] through December 31, 2004
Statements of Stockholders' Deficit for the period from Reactivation [December
4, 1998] through December 31, 2004.
Statements of Cash Flows for the years ended December 31, 2004 and 2003 and
for the period from Reactivation [December 4, 1998] through December 31, 2004
Notes to Financial Statements
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Financial Statements and Report of Independent Registered Public Accounting Firm
December 31, 2004
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 1
Balance Sheet -- December 31, 2004 2
Statements of Operations for the years ended December 31, 2004 and 2003 and for
the period from Reactivation [December 14, 1998] through December 31, 2004 3
Statements of Stockholders' Deficit for the years ended December 31, 2004, and
2003 and for the period from Reactivation [December 14, 1998] through December 4
31, 2004
Statements of Cash Flows for the years ended December 31, 2004 and 2003, and
for the period from Reactivation [December 14, 1998] through December 31, 2004 5
Notes to Financial Statements 6 -- 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Energroup Technologies Corporation [a development stage company]
We have audited the accompanying balance sheet of Energroup Technologies
Corporation [a development stage company] as of December 31, 2004, and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended December 31, 2004 and 2003, and for the period from Reactivation
[December 14, 1998] through December 31, 2004. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Energroup Technologies
Corporation [a development stage company] as of December 31, 2004, and the
results of its operations and cash flows for the years ended December 31, 2004
and 2003 and for the period from Reactivation through December 31, 2004, in
conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has accumulated losses from operations, no
assets, and a net working capital deficiency that raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Mantyla McReynolds
Salt Lake City, Utah
February 15, 2005
1
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Balance Sheet
December 31, 2004
ASSETS
Assets $ 0
------------------
Total Assets $ 0
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accrued liabilities $ 100
Payable to shareholders - NOTE 4 13,070
------------------
Total Current Liabilities 13,170
------------------
Total Liabilities 13,170
Stockholders' Deficit:
Capital Stock -- 50,000,000 shares authorized having a
par value of $.001 per share; 3,641,959 shares issued
and outstanding - NOTE 4 3,642
Additional Paid-in Capital 318,571
Accumulated Deficit (318,732)
Accumulated Deficit during development stage (16,651)
------------------
Total Stockholders' Deficit (13,170)
------------------
Total Liabilities and Stockholders' Deficit $ 0
==================
See accompanying notes to financial statements.
2
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 2004 and 2003, and for the Period from Reactivation
[December 14, 1998] through December 31, 2004
Reactivation
through
December
2004 2003 31, 2004
-------------- ------------- ---------------
Revenues $ 0 $ 0 $ 0
General & Administrative Expenses 3,366 2,505 15,022
-------------- ------------- ---------------
Operating Loss (3,366) (2,505) (15,022)
-------------- ------------- ---------------
Net Loss Before Income Taxes (3,366) (2,505) (15,022)
Current Year Provision for Income Taxes 100 100 1,629
-------------- ------------- ---------------
Net Loss $ (3,466) $ (2,605) $ (16,651)
============== ============= ===============
Loss Per Share $ (.01) $ (.01) $ (.01)
============== ============= ===============
Weighted Average Shares Outstanding 3,641,959 3,641,959 3,174,054
============== ============= ===============
See accompanying notes to financial statements.
3
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Years Ended December 31, 2004 and 2003 and for the Period from Reactivation
[December 14, 1998] through December 31, 2004
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ---------- ------------ ----------- -------------
Balance, December 14, 1998,
(Reactivation date) 3,051,425 $ 3,051 $ 315,681 $ (318,732) $ 0
Net loss for the Period Ended
December 31, 1998 0 0
------------ ---------- ------------ ----------- -------------
Balance, December 31, 1998 3,051,425 3,051 315,681 (318,732) 0
Reverse split, one for twenty,
September 30, 1999 (2,889,966) (2,890) 2,890 0
Issued stock to shareholder for
debt at par, September 30, 1999 1,698,000 1,698 0 1,698
Issued stock to Directors for
services at par, September 30,
1999 1,000,000 1,000 0 1,000
Issued stock to shareholder for
debt at par, October 31, 1999 782,500 783 0 783
Net loss for the Year Ended
December 31, 1999 (3,807) (3,807)
------------ ---------- ------------ ----------- -------------
Balance, December 31, 1999 3,641,959 3,642 318,571 (322,539) (326)
Net loss for the Year Ended
December 31, 2000 (2,492) (2,492)
------------ ---------- ------------ ----------- -------------
Balance, December 31, 2000 3,641,959 3,642 318,571 (325,031) (2,818)
Net loss for the Year Ended
December 31, 2001 (1,654) (1,654)
------------ ---------- ------------ ----------- -------------
Balance December 31, 2001 3,641,959 3,642 318,571 (326,685) (4,472)
Net loss for the Year Ended
December 31, 2002 (2,627) (2,627)
------------ ---------- ------------ ----------- -------------
Balance, December 31, 2002 3,641,959 3,642 318,571 (329,312) (7,099)
Net loss for the Year Ended
December 31, 2003 (2,605) (2,605)
------------ ---------- ------------ ----------- -------------
December 31, 2003 3,641,959 3,642 318,571 (331,917) (9,704)
Net loss for the Year Ended
December 31, 2004 (3,466) (3,466)
------------ ---------- ------------ ----------- -------------
December 31, 2004 3,641,959 $ 3,642 $ 318,571 $ (335,383) $ (13,170)
============ ========== ============ =========== =============
See accompanying notes to financial statements.
4
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 2004 and 2003, and for the Period from Reactivation
[December 14, 1998] through December 31, 2004
Reactivation
through
December
2004 2003 31, 2004
----------- ----------- -------------
Cash Flows from Operating Activities
Net Loss $ (3,466) $ (2,605) $ (16,651)
Adjustments to reconcile net income to net cash provided by
operating activities:
Issued shares to directors for services 0 0 3,381
Increase in liability to shareholder 3,466 2,605 13,170
Increase in current liabilities 0 0 100
----------- ----------- -------------
Net Cash Used for Operating Activities 0 0 0
Net Increase/(Decrease) in Cash 0 0 0
Beginning Cash Balance 0 0 0
----------- ----------- -------------
Ending Cash Balance $ 0 $ 0 $ 0
=========== =========== =============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income taxes 0 0 0
Issued common stock for shareholder debt 0 0 3,381
See accompanying notes to financial statements.
5
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(a) Organization
Energroup Technologies Corporation was formed in August of 1983 as
Facility Maintenance Management, Inc. In August 1985, the Company
began to develop, manufacture and sell sensory and output products
used in energy management control systems. The Company discontinued
its efforts in late 1987 but began reactivation activities on December
14, 1998. The Company is now in the development stage and is seeking
new business opportunities.
The financial statements of the Company have been prepared in
accordance with U.S. generally accepted accounting principles. The
following summarizes the more significant of such policies:
(b) Income Taxes
The Company applies the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for Income
Taxes. The Statement requires an asset and liability approach for
financial accounting and reporting for income taxes, and the
recognition of deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and tax basis of the
Company's assets and liabilities at enacted tax rates expected to be
in effect when such amounts are realized or settled.
(c) Net Loss Per Common Share
Loss per common share is based on the weighted-average number of
shares outstanding.
6
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004
[Continued]
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES [continued]
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers
cash on deposit in the bank to be cash. The Company had $0 cash at
December 31, 2004.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U. S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses since Reactivation through December
31, 2004 amounting to $16,651, has no assets, and has a net working
capital deficiency at December 31, 2004. These factors raise
substantial doubt about the Company's ability to continue as a going
concern.
Management plans include finding a well-capitalized merger candidate
to recommence its operations. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
7
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004
[Continued]
NOTE 3 INCOME TAXES
Below is a summary of deferred tax asset calculations on net operating
loss carry forward amounts. Loss carry forward amounts expire through
2024. A valuation allowance is provided when it is more likely than
not that some portion of the deferred tax asset will not be realized.
The income tax provision for the current year represents state
franchise taxes paid to bring the Company current.
NOL
Description Balance Tax Rate
Federal Income Tax $15,522 $2,328 15%
State Income Tax 11,556 578 5%
Valuation allowance (2,906)
-------------
Deferred tax asset 12/31/04 $0
The allowance has increased $520 from $2,386 as of December 31, 2003.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum franchise tax amount due to the State of
Utah.
NOTE 4 COMMON STOCK/RELATED PARTY TRANSACTIONS
On September 24, 1999, the Company's Board of Directors effected a
reverse split of the outstanding common stock on the basis of one for
twenty, effective September 30, 1999, while retaining the current
authorized capital and par value. No stockholder received less than
100 post split shares; appropriate adjustments were made to the stated
capital accounts and capital surplus accounts.
Additional post split shares have been issued in the following manner:
Description Number of Shares
-------------------------------------------- ----------------------------
Issued to consultant for services at par 2,480,500
Issued to directors for services at par 1,000,000
Total post-split shares issued 3,480,500
8
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004
[Continued]
NOTE 4 COMMON STOCK/RELATED PARTY TRANSACTIONS [continued]
A shareholder has paid general and administrative expenses on behalf
of the Company, through December 31, 2004 and 2003, of $3,466 and
$2,605, respectively. The Company has recorded a liability to the
shareholder of $13,070, as of December 31, 2004. The balance is
payable on demand and is non-interest bearing.
9
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------
None; Not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
Stephen R. Fry President 01/03 *
Director 01/03 *
James P. Doolin President 09/99 01/03
Director 09/99 01/03
Barry Richmond Vice President 02/86 *
Director 03/86 *
Thomas J. Howells Secretary 04/01 *
Director 04/01 *
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
Stephen R. Fry, President and a director is 32 years of age. Mr. Fry
received bachelor degrees from the University of Utah in Communications and
Spanish in June 1995. Mr. Fry has owned Diamond Executive Detail, a Utah LLC
since 1995.
Barry Richmond, Vice President and a director is 52 years of age. Mr.
Richmond is currently a Colonel for the United States Army.
Thomas J. Howells, Secretary and a director is 32 years of age. Mr. Howells
graduated from Westminster College of Salt Lake City, Utah, with a bachelors
degree in Business in 1995 and Master of Business Administration in 2004. Mr.
Howells has been an employee of Jenson Services, Inc., a Utah Corporation since
1995.
Committees
----------
There are no established committees. The Company does not currently have a
financial expert serving on an audit committee as one does not currently exist.
Significant Employees.
----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
---------------------
None; Not Applicable.
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Code of Ethics.
---------------
The Company is in the process of adopting a Code of Ethics for our
executive officers. We expect to adopt such a Code of Ethics at our next Board
of Directors meeting.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
Form 3, Statement of Beneficial Ownership, have been filed with the
Securities and Exchange Commission; there have been no changes in their
beneficial ownership of shares of common stock of the Company since the filing
of their Form 3 on February 18, 2000.
Item 10. Executive Compensation.
--------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
-----------------------------------------------------------------
Stephen R. 12/31/04 0 0 0 0 0 0 0
Fry 12/31/03 0 0 0 0 0 0 0
President, 12/31/02 0 0 0 0 0 0 0
Director
James
Doolin,
FORMER
President, 12/31/03 0 0 0 0 0 0 0
Director 12/31/02 0 0 0 0 0 0 0
Barry
Richmond 12/31/04 0 0 0 0 0 0 0
Vice Pres./ 12/31/03 0 0 0 0 0 0 0
Director 12/31/02 0 0 0 0 0 0 0
Thomas 12/31/04 0 0 0 0 0 0 0
Howells 12/31/03 0 0 0 0 0 0 0
Secretary 12/31/02 0 0 0 0 0 0 0
Director
On September 24, 1999 the Company authorized the issuance of 500,000 shares
of its "unregistered" and "restricted" securities to be issued to James Doolin,
a former President and Director and Alycia Anthony, a former Secretary and
Director. Other than the aforementioned, no cash compensation, deferred
compensation or long-term incentive plan awards were issued or granted to the
Company's management during the calendar years ending December 31, 2004, 2003,
or 2002, or the period ending on the date of this Report.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of December 31, 2004, with the computations being based upon 3,641,959
shares of common stock being outstanding.
Number of Shares Percentage
Name Beneficially Owned of Class (1)
---------------- ------------------ --------
Jenson Services, Inc.* 2,480,500 68%
James Doolin 500,000 14%
Alycia Anthony 500,000 14%
------- -----
3,480,500 96%
* Duane Jenson is the President of Jenson Services, Inc., and may be deemed
the beneficial owner of Jenson Services, Inc.
Security Ownership of Management.
---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of 12/31/2004:
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- --------
Steve Fry 0 0
808 East 1300 South
Salt Lake City, UT 84105
Thomas J. Howells* 0 0
468 Highland Dr., Suite 202
Salt Lake City, UT 84117
Barry Richmond 13,709 0%
Po Box 62
Nineveh, IN 46131
------- ------
All directors and
executive officers 513,709 14%
as a group (3 persons)
* Mr. Howells is employed by Jenson Services, Inc., the Company's majority
shareholder, however he is not deemed a beneficial owner of the Jenson Services
shares. See the caption "Security Ownership of Certain Beneficial Shares" above.
Changes in Control.
-------------------
To the knowledge of the Company's management, there are no present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of "Unregistered" and "Restricted" Securities Over the Past Three Years"
of Item I.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
None; Not Applicable.
Exhibits
--------
EX 31.1 Certification of Steve Fry, the Company's President, pursuant to
section 302 of the Sarbanes-Oxley Act of 2002
EX 31.2 Certification of Thomas J. Howells, the Company's Secretary, pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
EX 32 Certification of Steve Fry and Thomas Howells pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
Item 14. Principal Accounting Fees and Services.
-------------------------------------------------
The Following is a summary of the fees billed to the Company by its
principal accountants during the fiscal years ended December 31, 2004 and 2003:
Fee category 2004 2003
------------ ---- ----
Audit fees $ 2,708 $ 2,330
Audited-related fees $ 0 $ 0
Tax fees $ 0 $ 175
All other fees $ 0 $ 0
----- -----
Total fees $ 2,708 $ 2,505
Audit Fees. Consists of fees for professional services rendered by our
principal accountants for the audit of the Company's annual financial statements
and review of the financial statements included in the Company's Forms 10-KSB or
services that are normally provided by our principal accountants in connection
with statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees for assurance and related services by
our principal accountants that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
"Audit fees."
Tax fees. Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consists of fees for products and services provided by our
principal accountants, other than the services reported under "Audit fees,"
"Audit-related fees," and "Tax fees" above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------
The Company has not adopted an Audit Committee, therefore, there is no
Audit Committee policy in this regard. However, the Company does not require
approval in advance of the performance of professional services to be provided
to the Company by its principal accountant. Additionally, all services rendered
by our principal accountant are performed pursuant to a written engagement
letter between us and the principal accountant.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENERGROUP TECHNOLOGIES CORPORATION
Date: 3/24/05 By/S/Stephen R. Fry
Stephen R. Fry
President and Director
In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated:
ENERGROUP TECHNOLOGIES CORPORATION
Date: 3/24/05 By/S/Stephen R. Fry
Stephen R. Fry
President and Director
Date: 3/24/05 By/S/Thomas J. Howells
Thomas J. Howells
Secretary and Director