Attached files
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| EX-32.1 - Nugent Engine Technologies Inc. | ex32-1.htm |
| EX-31.2 - Nugent Engine Technologies Inc. | ex31-2.htm |
| EX-31.1 - Nugent Engine Technologies Inc. | ex31-1.htm |
| EX-32.2 - Nugent Engine Technologies Inc. | ex32-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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[X]
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended June 30, 2010
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File Number: 000-53322
Nugent Engine Technologies, Inc.
(Exact name of small business issuer as specified in its charter)
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Florida
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26-2676697
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification
No.)
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Howard Hughes Center, 6080 Center Drive, 6th Floor, Los Angeles, CA 90045
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(Address of principal executive offices)
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(310) 694-8072
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(Issuer’s Telephone Number)
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Enterprise V Corporation
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(Former name, former address and former fiscal year, if changed since last report)
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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[ ] Large accelerated filer Accelerated filer
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[ ] Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,100,000 common shares as of August 4, 2010.
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TABLE OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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Item 1:
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Un-audited Financial Statements
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F-1 |
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Item 2:
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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4 |
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Item 3:
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Quantitative and Qualitative Disclosures About Market Risk
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7
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Item 4:
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Controls and Procedures
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7
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PART II – OTHER INFORMATION
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Item 1:
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Legal Proceedings
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7
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Item 2:
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Unregistered Sales of Equity Securities and Use of Proceeds
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7
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Item 3:
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Defaults Upon Senior Securities
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8
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Item 4:
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Submission of Matters to a Vote of Security Holders
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8
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Item 5:
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Other Information
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8
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Item 6:
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Exhibits
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8
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SIGNATURES
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9
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PART I - FINANCIAL INFORMATION
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Our unaudited financial statements included in this Form 10-Q are as follows:
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F-1
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Balance Sheets as of June 30, 2010 and December 31, 2009 (unaudited);
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F-2
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Statements of Operations for the three and six months ended June 30, 2010 and 2009 and the period from May 22, 2008 (inception) to June 30, 2010 (unaudited);
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F-3
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Statements of Cash Flows for six months ended June 30, 2010 and 2009 and the period from May 22, 2008 (inception) to June 30, 2010 (unaudited);
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F-4
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Statement of Stockholders’ Equity (Deficit) from inception (May 22, 2008) through June 30, 2010 (unaudited);
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F-5
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Notes to Financial Statements.
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Nugent Engine Technologies, Inc.
(A Development Stage Company)
Balance Sheets
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Jun 30, 2010
(Unaudited)
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Dec 31, 2009
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ASSETS
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TOTAL ASSETS
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$ | - | $ | - | ||||
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LIABILITIES
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TOTAL LIABILITIES
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- | - | ||||||
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SHAREHOLDERS' EQUITY
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Preferred Stock: $.001 Par; 50,000,000 shares authorized, -100,000- issued and outstanding
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100 | 100 | ||||||
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Common Stock, $.001 par value; 100,000,000 shares authorized; 2,100,000 shares issued and outstanding at June 30, 2010 and December 31, 2009
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2,100 | 2,100 | ||||||
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Additional paid-in capital
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18,854 | 8,426 | ||||||
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Deficit accumulated during the development phase
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(21,054 | ) | (10,626 | ) | ||||
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TOTAL SHAREHOLDERS' EQUITY
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- | - | ||||||
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
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$ | - | $ | - | ||||
he accompanying notes are an integral part of these financial statements.
F-1
Nugent Engine Technologies, Inc.
(A Development Stage Company)
Statements of Operations
For the Six and Three Months Ended June 30, 2010 and 2009
And for the Period from Inception (May 22, 2008) to June 30, 2010
(Unaudited)
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Six Months Ended June 30,
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Three Months Ended June 30,
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From Inception | ||||||||||||||||||
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2010
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2009
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2010
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2009
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(5/22/08) to 06/30/10
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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OPERATING EXPENSES
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General and administrative expenses
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10,428 | 3,993 | 3,716 | 1,967 | 21,054 | |||||||||||||||
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Net operating loss
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(10,428 | ) | (3,993 | ) | (3,716 | ) | (1,967 | ) | (21,054 | ) | ||||||||||
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NET LOSS
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$ | (10,428 | ) | $ | (3,993 | ) | $ | (3,716 | ) | $ | (1,967 | ) | $ | (21,054 | ) | |||||
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Net loss per share, basic and fully diluted
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$ | - | $ | - | $ | - | $ | - | ||||||||||||
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Weighted average number of shares outstanding
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2,100,000 | 2,100,000 | 2,100,000 | 2,100,000 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-2
Nugent Engine Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended June 30, 2010 and 2009
And for the Period from Inception (May 22, 2008) to June 30, 2010
(Unaudited)
| Six Months Ended June 30, | From Inception | |||||||||||
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| 2010 | 2009 | June 30, 2010 | ||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (10,428 | ) | $ | (3,993 | ) | $ | (21,054 | ) | |||
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Net cash used in operating activities
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(10,428 | ) | (3,993 | ) | (21,054 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Net cash provided by / used in investing activities
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- | - | - | |||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from the issuance of founders' shares
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- | - | 2,200 | |||||||||
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Expenses paid by related party
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10,428 | - | 13,021 | |||||||||
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Proceeds from shareholder loan
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- | 3,900 | 5,833 | |||||||||
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Net cash provided by financing activities
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10,428 | 3,900 | 21,054 | |||||||||
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NET INCREASE / (DECREASE) IN CASH
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- | (93 | ) | - | ||||||||
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Cash at beginning of period
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- | 100 | - | |||||||||
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Cash at end of period
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$ | - | $ | 7 | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
Nugent Engine Technologies, Inc.
(A Development Stage Company)
Statements of Stockholder’s Equity (Deficit)
For the Period from Inception (May 22, 2008) to June 30, 2010
(Unaudited)
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Series A Preferred Stock
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Common Stock
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Date
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Shares
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Amount
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Shares
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Amount
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Additional Paid In Capital
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Develop. Stage Deficit
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Total Shareholders' Deficit
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Inception-May 22, 2008
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
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Issued for cash
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05/01/08
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100,000 | 100 | 100 | |||||||||||||||||||||||||
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Founders' shares
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10/14/08
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2,100,000 | 2,100 | 2,100 | |||||||||||||||||||||||||
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Net loss
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(4,033 | ) | (4,033 | ) | |||||||||||||||||||||||||
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Balances, 12/31/08
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100,000 | 100 | 2,100,000 | 2,100 | - | (4,033 | ) | (1,833 | ) | ||||||||||||||||||||
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Shareholder forgiveness of debt
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5,833 | 5,833 | |||||||||||||||||||||||||||
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Payments of expenses by shareholder
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2,593 | 2,593 | |||||||||||||||||||||||||||
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Net loss
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(6,593 | ) | (6,593 | ) | |||||||||||||||||||||||||
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Balances, 12/31/09
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100,000 | 100 | 2,100,000 | 2,100 | 8,426 | (10,626 | ) | - | |||||||||||||||||||||
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Payments of expenses by shareholder
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10,428 | 10,428 | |||||||||||||||||||||||||||
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Net loss
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(10,428 | ) | (10,428 | ) | |||||||||||||||||||||||||
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Balances, 06/30/10
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100,000 | $ | 100 | 2,100,000 | $ | 2,100 | $ | 18,854 | $ | (21,054 | ) | $ | - | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
NUGENT ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
(Unaudited)
NOTE 1 – UNAUDITED FINANCIAL STATEMENTS
In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2010 and for all periods presented herein, have been made. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2009 as reported in Form 10-K filed with the SEC.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
On October 14, 2008 Twenty Second Trust entered into a purchase agreement to acquire 2,100,000 aggregate Common shares through a private purchase for an aggregate purchase price of $61,905, and 100,000 aggregate Preferred shares through a private purchase for an aggregate purchase price of $3,095 of Nugent Engine Technologies Inc. Twenty Second Trust now has a beneficial ownership of 100% of the Issuer’s common stock based upon 2,100,000 outstanding aggregate registered common shares of stock, and 100% of the Issuer’s preferred convertible stock based upon 100,000 outstanding aggregate unregistered preferred shares of stock.
NOTE 2 - GOING CONCERN
Nugent Engine Technologies, Inc. (“NET” or the “Company”), does not meet the test of “going concern;” instead the corporation was formed to pursue a business combination with target business opportunity yet to be finalized and to provide a method for a domestic or foreign private company to become a reporting company whose securities would be qualified for trading in the United States secondary market. As of this date the company has not finalized a business combination and there can be no assurances that we will be successful in locating or negotiating with any target business opportunity and, as such, the Company has been in the developmental stage since inception and have no other operations to date other than issuing shares to our original shareholders. NET’s financial statements have been prepared on a development stage company basis. Substantial doubt exists as to NET's ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the six month period ended June 30, 2009, the sole shareholder, Twenty Second Trust paid $10,428 of expenses which were classified as Administrative Costs and Additional Pain In Capital.
F-5
Forward Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Company Overview and Plan of Operation
Nugent Engine Technologies, Inc. (“NET” or the “Company”) is a development stage company. Currently, NET is working the development, as well as sourcing (exploring licensing), advance engine technologies. At present, the Company has no current operating income.
The Company was organized as a vehicle to investigate and, if such investigation warrants, combine with a target business opportunity seeking the perceived advantages of being a publicly held corporation. During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports and costs related to consummating a business combination. The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months will be paid with money in our treasury and additional amounts, as necessary, will be loaned to or invested in the Company by our stockholders, management or other investors.
The Company may consider a business opportunity which has recently commenced operations, or is a developing company in need of additional funds for expansion into new products or markets, or is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination, acquisition or merger may be concluded with a company that does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense and loss of voting control which may occur in a public offering.
-4-
Our officers and director have not had any binding contact or discussions with any representative of any other entity regarding a business combination with the Company. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent on a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapidly changing technologies occurring in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by Twenty Second Trust, our sole stockholder, or another source.
During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
We may also consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our President, Treasurer and Director, Mr. Micheal Nugent, has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
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We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Results of Operations for the six months ended June 30, 2010.
We did not earn any revenues from inception (May 22, 2008) through June 30, 2010 and recognized a net loss of $10,428 for the six months ended June 30, 2010 and $21,054 for the period from inception (May 22, 2008) to June 30, 2010. The expenses during this period and those expenses expected during the next 12 months are comprised of costs relating to filings of Exchange Act reports and costs associated with consummating an acquisition which are paid by our sole stockholder, Twenty Second Trust.
Our increase in general and administrative expenses (from $3,993 for the six months ended June 30, 2009 versus $10,428 for the same period in 2010) is due to increased costs of reporting compliance.
Results of Operations for the three months ended June 30, 2010.
Our general and administrative expenses were higher for the three months ended June 30, 2010 that for the same period in 2009 ($3,716 versus $1,967, respectively) duie to increased costs of reporting compliance.
Liquidity and Capital Resources
As of June 30, 2010, we had no significant capital resources. We currently do not engage nor intend to engage in any in business activities that provide cash flow until we enter into a successful business combination. We rely upon funds in our treasury, if any, or upon additional funds contributed by Twenty Second Trust, our sole stockholder, to fund administrative expenses and the investigation and analysis of potential business combinations.
Off Balance Sheet Arrangements
As of June 30, 2010, there were no off balance sheet arrangements.
Going Concern
Our financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had no revenues and have generated no operations.
In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management's plans include seeking a merger with an existing operating company.
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Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.
A smaller reporting company is not required to provide the information required by this Item.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended June 30, 2010 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
None
-7-
None
No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended June 30, 2010.
None
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Exhibit Number
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Description of Exhibit
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3.1
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Articles of Incorporation (1)
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3.2
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By-Laws (1)
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31.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Chief Financial Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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(1)
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Previously included as an exhibit to the Registration Statement on Form 10-SB12G filed on November 20, 2007
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-8-
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Nugent Engine Technologies, Inc.
By: /s/ Robert Smith
Robert Smith
Chief Executive Officer
Date: August 4, 2010
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Nugent Engine Technologies, Inc.
By: /s/ Micheal Nugent
Micheal Nugent
Chief Financial Officer
Date: August 4, 2010
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-9-