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, 1999
-----------------
[ ] 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)
5525 SOUTH 900 EAST, SUITE 110 Salt Lake City,
Utah 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
ENERGROUP TECHNOLOGIES CORPORATION
-------------
(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: None
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 No X (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, 1999-
$0.
<PAGE>
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.
August 31, 2000 - $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 five 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:
August 31, 2000
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
--- ---
<PAGE>
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 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
shall be 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, shall be 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.
<PAGE>
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 in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD. 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.
<PAGE>
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.
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 fourth quarter of the year ended December 31, 1999, no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
------------------
There has been no "public market" for shares of common stock of the
Company. However, the Company intends to submit for quotations regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers ("NASD"); however, 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.
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).
<PAGE>
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, 1999, 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 restoring and maintaing 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, 1999, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the period ended December 31, 1999, the Company had a net loss of
$3,807. 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.
---------------------
Financial Statements for the year ended December 31, 1999
Independent Auditors' Report
Balance Sheets - December 31, 1999
Statements of Operations for the year ended
December 31, 1999
Statements of Stockholders' Equity for the
year ended December 31, 1999
Statements of Cash Flows for the year ended
December 31, 1999
Notes to the Financial Statements
<PAGE>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Financial Statements and Independent Auditors' Report
December 31, 1999
<PAGE>
<TABLE>
<CAPTION>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditors' Report 1
Balance Sheet -- December 31, 1999 2
Statements of Operations for the year ended December 31, 1999, and for the
period from Reactivation [December 14, 1998] through December 31, 1999
3
Statements of Stockholders' Deficit for the year ended December 31, 1999,
and for the period from Reactivation [December 14, 1998] through
December 31, 1999 4
Statements of Cash Flows for the year ended December 31, 1999, and for
the period from Reactivation [December 14, 1998] through December 31, 5
1999
Notes to Financial Statements 6 -- 8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
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, 1999, and the
related statements of operations, stockholders' deficit, and cash flows for the
year ended December 31, 1999, and for the period from Reactivation [December 14,
1998] through December 31, 1999. 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 generally accepted auditing standards.
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 audits provide 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, 1999, and the
results of operations and cash flows for the periods ended December 31, 1999, in
conformity with 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
consolidated 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.
/S/MANTYLA MCREYNOLDS
Mantyla McReynolds
Salt Lake City, Utah
January 10, 2000
<PAGE>
<TABLE>
<CAPTION>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Balance Sheet
December 31, 1999
ASSETS
<S> <C> <C>
Assets $ -0-
------------------
Total Assets $ -0-
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accrued liabilities $ 100
Payable to shareholders - Note 4 226
------------------
Total Liabilities 326
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 (322,539)
------------------
Total Stockholders' Deficit (326)
------------------
Total Liabilities and Stockholders' Deficit $ -0-
==================
See accompanying notes to financial statements.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Operations
For the Year Ended December 31, 1999 and for the Period from
Reactivation [December 14, 1998] through December 31, 1999
Reactivation
through
December
1999 31, 1999
-------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ -0- $ -0-
General & Administrative Expenses 2,735 2,735
-------------- ---------------
Operating Loss (2,735) (2,735)
-------------- ---------------
Net Loss Before Income Taxes (2,735) (2,735)
Current Year Provision for Income Taxes 1,072 1,072
-------------- ---------------
Net Loss $ (3,807) $ (3,807)
============== ===============
Basic and Diluted Loss Per Share $ (.01) $ (.01)
============== ===============
Weighted Average Shares Outstanding 972,277 936,193
============== ===============
See accompanying notes to financial statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Year Ended December 31, 1999, and for the Period from
Reactivation [December 14, 1998] through December 31, 1999
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ---------- ------------ ----------- -------------
Balance, December 14, 1998,
<S> <C> <C> <C> <C> <C> <C>
(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 1,698
Issued stock to Directors for
services at par, September 30, 1,000
1999 1,000,000 1,000
Issued stock to shareholder for
debt at par, October 31, 1999 782,500 783 783
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)
============ ========== ============ =========== =============
See accompanying notes to financial statements.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Statements of Cash Flows
For the Year Ended December 31, 1999, and for the Period from
Reactivation [December 14, 1998] through December 31, 1999
Reactivation
through
December 31,
1999 1999
------------ ---------------
Cash Flows from Operating Activities
<S> <C> <C>
Net Loss $ (3,807) $ (3,807)
Adjustments to reconcile net income to net cash provided by
operating activities:
Issued shares for directors for services 1,000 1,000
Expenses paid by shareholder 2,707 2,707
Increase in current liabilities 100 100
------------ ---------------
Net Cash Used for Operating Activities -0- -0-
Net Increase/(Decrease) in Cash -0- -0-
Beginning Cash Balance -0- -0-
------------ ---------------
Ending Cash Balance $ -0- $ -0-
============ ===============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ -0- $ -0-
Cash paid during the year for income taxes $ -0- $ -0-
See accompanying notes to financial statements.
5
</TABLE>
<PAGE>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 1999
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 as it is seeking new business opportunities.
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles. The
following summarizes the more significant of such policies:
(b) Income Taxes
The Company adopted 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 bases
and tax bases of the Company's assets and liabilities at enacted
tax rates expected to be in effect when such amounts are realized
or settled. Prior years' consolidated financial statements have
not been restated to apply the provisions of the Statement. The
cumulative effect of this change in accounting for income taxes
as of December 31, 1999 is $0 due to the valuation allowance
established as described in Note 3.
(c) Net Loss Per Common Share
Loss per common share is based on the weighted-average number of
shares outstanding. Diluted loss per share is computed using
weighted average number of common shares plus dilutive common
share equivalents outstanding during the period using the
treasury stock method. There are no common stock equivalents
outstanding, thus, basic and diluted loss per share calculations
are the same.
6
<PAGE>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 1999
[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, 1999.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
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, 1999 amounting to $3,807, has no assets, and has a
net working capital deficiency at December 31, 1999. 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 consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
7
<PAGE>
ENERGROUP TECHNOLOGIES CORPORATION
[A Development Stage Company]
Notes to Financial Statements
December 31, 1999
[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 in 2019. 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 $3,807 $571 15%
State Income Tax 2,735 137 5%
Valuation allowance (708)
-------------
Deferred tax asset 12/31/99 $0
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 shall
own less than 100 post split shares; appropriate adjustments are
to be 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 shares issued 3,480,500
A shareholder has paid general and administrative expenses on
behalf of the Company, through December 31, 1999, of $2,707. The
Company has recorded a liability for this amount which has been
reduced by the common shares issued ($2,481above). The balance
($226) is payable on demand and is non-interest bearing.
8
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------
For material documentation respecting the change in the Company's auditors,
see item 13 of the Company's Current Report on Form 8-K, as filed June 8,
2000.
<PAGE>
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.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
James Doolin President 09/99 *
Director 09/99 *
Barry Richmond Vice President 02/86 *
Director 03/86 *
Alycia Anthony Secretary 09/99 *
Director 09/99 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
James P. Doolin, President and a director is 24 years of age. Mr. Doolin
received a bachelors degree from the University of Utah in Business in June
1998. Mr. Doolin has managed Hillside Tire & Service, in Salt Lake City, Utah,
for the past four years and worked with Jenson Services since 1998.
Barry Richmond, Vice President and a director is 49 years of age. Mr.
Richmond is currently a Colonel for the United States Army.
Alycia Anthony, Secretary and a director is 26 years of age. Ms. Anthony
works for the Salt Lake organizing committee, in conjunction with the 2002
Winter Olympic Games. Ms. Anthony graduated from the University of Utah, in Salt
Lake City, Utah, with a Masters in Economics, in 1994.
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.
---------------------
James Doolin and Alycia Anthony, the Company's President and Secretary,
respectively, are siblings.
<PAGE>
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.
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.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
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
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James
Doolin, 03/31/00 0 0 0 500,000 0 0 0
President, 03/31/99 0 0 0 0 0 0 0
Director 03/31/98 0 0 0 0 0 0 0
Barry
Richmond 03/31/00 0 0 0 0 0 0 0
Vice Pres./ 03/31/99 0 0 0 0 0 0 0
Director 03/31/98 0 0 0 0 0 0 0
Alycia 03/31/00 0 0 0 500,000 0 0 0
Anthony, 03/31/99 0 0 0 0 0 0 0
Secretary 03/31/98 0 0 0 0 0 0 0
Director
</TABLE>
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 March 31, 2000, 1999, or 1998, 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.
<PAGE>
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 June 15, 2000, with the computations being based upon 4,267,288
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class (1)
---------------- ------------------ --------
<S> <C> <C>
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.
</TABLE>
<PAGE>
Security Ownership of Management.
---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- --------
<S> <C> <C>
James Doolin 500,000 14%
5525 South 900 East #110
SLC, UT 84117
Alycia Anthony 500,000 14%
941 East 3665 South
Park City, UT 84107
Barry Richmond 13,709 0%
Po Box 62
Nineveh, IN 46131
------- ------
All directors and
executive officers 1,013,709 28%
as a group (3 persons)
</TABLE>
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.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
-------------------
See the Company's Current Report on Form 8-K as filed on June 8, 2000, for
information relating to the change in the Company's auditor.
Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.3 Amendment to the Articles of Incorporation
with respect to a reverse split on a basis
of 20-1 stock split
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ENERGROUP TECHNOLOGIES CORPORATION
Date:09/12/00 /S/ JAMES DOOLIN
James Doolin
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
ENERGROUP TECHNOLOGIES CORPORATION
Date:09/12/00 /S/ JAMES DOOLIN
James Doolin
President and Director
Date:09/12/00 /S/ ALYCIA ANTHONY
Alycia Anthony
Secretary and Director
<PAGE>
EX-3
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ENERGROUP TECHNOLOGIES, INC.
Pursuant to the provisions of the Utah Business Corporation Act, the undersigned
Corporation hereby, adopts the following Articles of Amendment to its Articles
of Incorporation.
I
The name of the Corporation is:
Energroup Technologies, Inc.
II
The following amendments to the Articles of Incorporation were adopted by the
Board of Directors of the Corporation:
FIRST: Article IV shall be amended as follows, to-wit:
Resolved, to effect a reverse split of the issued and outstanding voting
securities of the Corporation's one mil ($0.001) par value common stock (the
"Common Stock") on a basis of one for twenty (1:20), while retaining the current
authorized capital and par value, with appropriate adjustments in the stated
capital accounts and capital surplus account, with all fractional shares being
rounded up to the nearest whole share; provided, however, that no stockholder,
computed on a per stock certificate of record basis on the effective date
hereof, currently owing 100 or more shares shall be 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 of record basis on the effective date
hereof, shall be affected by the reverse split; such additional shares required
to provide the minimum of 100 shares shall be conveyed to the shareholders by
the Company; and provided, further, the reverse split will become effective as
of September 30, 1999; and that all shares required for rounding be issued by
the Company. The Company will issue up to 13,000 shares to cover DTC
participants.
SECOND: Shareholder approval is not required.
IN WITNESS WHEREOF, Energroup Technologies, Inc. has caused this Certificate to
be signed by James Doolin the company's President. This 1st day of October,
1999.
By:/S/ JAMES DOOLIN
James Doolin, President
<PAGE>
