-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EXX45GZ7B5pNlawq9s/7UjAoJJHwDZrln2opupgE3QbJvrrbLU2/div+6JVEt3BE zji/vQjMa0F0SU5X+8+Pag== 0000950147-01-502042.txt : 20020413 0000950147-01-502042.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950147-01-502042 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011030 FILED AS OF DATE: 20011214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBETIGOLF INC CENTRAL INDEX KEY: 0001114643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-38936 FILM NUMBER: 1814668 BUSINESS ADDRESS: STREET 1: 1108 BROOKHAVEN DR CITY: KAYSVILLE STATE: UT ZIP: 84037 BUSINESS PHONE: 8014979394 MAIL ADDRESS: STREET 1: 1108 BROOKHAVEN DR CITY: KAYSVILLE STATE: UT ZIP: 84037 10QSB 1 e-7873.txt QUARTERLY REPORT FOR QTR ENDING 10-30-2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended October 30th, 2001 [ ] Transition Report Under Section 13 or 15(d) of the Exchange Act. Commission file number: 333-38936 NEW ENERGY CORPORATION (Exact name of small business issuer as specified in its charter) UTAH 87-0653434 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 5580 La Jolla Blvd, Suite 506 La Jolla. CA 92037 (Address of principal executive offices) (619)-615-8647 (Issuer's Telephone Number) UBETIGOLF, INC. 1108 Brookhaven Drive Kaysville, Utah 84037 (Former name, address since last report) 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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date: 19,677,000 shares as of December 3rd, 2001 ITEM 1. FINANCIAL STATEMENTS UBETIGOLF, INC. (A Development Stage Company) Balance Sheets ASSETS October 30, April 30, 2001 2001 -------- -------- (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 40,632 $ 44,066 -------- -------- Total Current Assets 40,632 44,066 -------- -------- TOTAL ASSETS $ 40,632 $ 44,066 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ -- $ 335 -------- -------- Total Current Liabilities -- 335 -------- -------- STOCKHOLDERS' EQUITY Preferred stock: 5,000,000 shares authorized at $0.001 par value; -0- shares issued -- -- Common stock: 100,000,000 shares authorized at $0.001 par value, 39,675,000 issued and outstanding 39,675 39,675 Additional paid-in capital 31,575 31,575 Deficit accumulated during the development stage (30,618) (27,519) -------- -------- Total Stockholders' Equity 40,632 43,731 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,632 $ 44,066 ======== ======== 1 UBETIGOLF, INC. (A Development Stage Company) Statements of Operations (Unaudited)
From For the For the Inception on Three Months Ended Six Months Ended April 25, October 31, October 31, 2000 Through -------------------------- --------------------------- October 31, 2001 2000 2001 2000 2001 ----------- ----------- ----------- ----------- ----------- REVENUES $ -- $ -- $ -- $ -- $ -- EXPENSES General and administrative 2,753 4,051 3,618 21,029 32,065 ----------- ----------- ----------- ----------- ----------- Total Expenses 2,753 4,051 3,618 21,029 32,065 ----------- ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (2,753) (4,051) (3,618) (21,029) (32,065) ----------- ----------- ----------- ----------- ----------- OTHER INCOME Interest income 181 96 519 96 1,447 ----------- ----------- ----------- ----------- ----------- Total Other Income 181 96 519 96 1,447 ----------- ----------- ----------- ----------- ----------- NET LOSS $ (2,572) $ (3,955) $ (3,099) $ (20,933) $ (30,618) =========== =========== =========== =========== =========== BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 39,675,000 39,153,000 39,675,000 37,576,500 =========== =========== =========== ===========
2 UBETIGOLF, INC. (A Development Stage Company) Statements of Stockholders' Equity
Deficit Accumulated Common Stock Additional During the ---------------------- Paid-In Development Shares Amount Capital Stage --------- --------- --------- --------- Balance at inception on April 25, 2000 -- $ -- $ -- $ -- Common stock issued as founders shares for cash and the assignment of the rights, title and interest in certain software, recorded at $0.0003 per share 36,000,000 36,000 (26,000) -- Net loss from inception on April 25, 2000 through April 30, 2000 -- -- -- (550) ----------- --------- --------- --------- Balance, April 30, 2000 36,000,000 36,000 (26,000) (550) Common stock for cash at $0.017 per share 3,675,000 3,675 57,575 -- Net loss for the year ended April 30, 2001 -- -- -- (26,969) ----------- --------- --------- --------- Balance, April 30, 2001 39,675,000 39,675 31,575 (27,519) Net loss for the six months ended October 31, 2001 (unaudited) -- -- -- (3,099) ----------- --------- --------- --------- Balance, October 31, 2001 (unaudited) $39,675,000 $ 39,675 $ 31,575 $ (30,618) =========== ========= ========= =========
3 UBETIGOLF, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited)
From For the Inception on Six Months Ended April 25, October 31, 2000 Through ---------------------- October 31, 2001 2000 2001 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (3,099) $(20,933) $(30,618) Changes in operating assets and liabilities: Increase (decrease) in accounts payable (335) (550) -- -------- -------- -------- Net Cash Used by Operating Activities (3,434) (21,483) (30,618) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash -- 52,550 71,250 -------- -------- -------- Net Cash Provided by Financing Activities -- 52,550 71,250 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (3,434) 31,067 40,632 CASH AT BEGINNING OF PERIOD 44,066 10,000 -- -------- -------- -------- CASH AT END OF PERIOD $ 40,632 $ 41,067 $ 40,632 ======== ======== ======== CASH PAID FOR: Interest $ -- $ -- $ -- Income taxes $ -- $ -- $ --
4 UBETIGOLF, INC. (A Development Stage Company) Notes to the Financial Statements October 31, 2001 and April 30, 2001 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its April 30, 2001 Annual Report on Form 10-KSB. Operating results for the six months ended October 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2002. NOTE 2 - GOING CONCERN The Company's 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. However, as of October 31, 2001, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Subsequent to October 31, 2001, the Company recently consummated a merger with an operating company (See Note 3) which management believes will provide ample revenues to allow the Company to continue as a viable going concern entity. NOTE 3 - SUBSEQUENT EVENTS Subsequent to October 31, 2001, a former president of the Company returned 30,000,000 shares of the Company's common stock to the Company treasury as consideration for the Company assigning back to the former president its exclusive rights relating to its golf software technology. The former president originally contributed these rights, along with $10,000 in cash, in April, 2000 in exchange for 36,000,000 shares of the Company's common stock. The golf software technology was originally recorded on the Company's books at the predecessor cost of $0. 5 UBETIGOLF, INC. (A Development Stage Company) Notes to the Financial Statements October 31, 2001 and April 30, 2001 NOTE 3 - SUBSEQUENT EVENTS (Continued) On November 18, 2001, the Company consummated an acquisition agreement with New Energy Corporation, a California corporation ("NEC"), under which the Company contracted to exchange 10,002,000 newly issued shares of its restricted common stock for 100% of the outstanding capital stock of NEC. Pursuant to further stipulations of the agreement, all directors of the Company resigned from their respective positions, and upon closing, NEC's shareholders received a controlling interest in and complete management control over the Company. Subsequent to October 31, 2001, the Company elected to forward-split its common stock on a six-for-one basis. The number of common shares issued and outstanding immediately prior to the forward split totaled 3,279,500, and immediately following the forward-split were 19,677,000. All references to the Company's common stock made in these financial statements are retroactively stated to reflect this forward-split. 6 ITEM 2. PLAN OF OPERATIONS. On November 18, 2001, UBETIGOLF Inc., executed an agreement to acquire 100% of the issued stock of New Energy Corporation. New Energy Corporation became a whole owned subsidiary as of the date of closing. The existing officers and directors of the company appointed James McDonald, Matt Rogers and Tor Ewald as directors of the company and resigned effective the closing of the transaction. The Company changed its name to New Energy Corporation. New Energy Corporation (Subsidiary) produces electrical and thermal energy from Solar Generators that are manufactured by a service provider. The Company sells the energy produced to host customers that sign 10 to 20 year power purchase agreements. The Company collects free sunlight and earns income from host customers who receive a 20% discount when compared to retail utility prices for electricity and thermal energy. The Company additionally develops funding sources to fulfill host customer orders for Solar Generators. HIGH CONCENTRATION PHOTOVOLTAIC (HCPV) SOLAR GENERATOR PRODUCT LINE: HCPV solar generator systems utilize miniature concentrator gallium-arsenide solar chips (sq.) that yield between 15 and 20 watts per chip of electrical energy. There are two types of solar electrical/thermal generators - one that reflects sunlight and one that refracts sunlight. The reflection system houses the solar chips in a mirrored parabola that reflects the sunlight onto a string of solar chips mounted on a cooling channel - which is how thermal energy is also created. The refraction system utilizes a Fresnel lens to concentrate the sun's rays - up to 500 times - onto a string of solar chips mounted on the cooling channel. A Dual Axis Tracking system enables the HCPV generator to receive perpendicular solar radiation producing 30% more energy per day than fixed or non-tracking systems. The New Energy product line consists of 14 systems. 3 Residential Systems - ranging from 2.5kWh to 5.5kWh, 3 Commercial Systems - ranging from 25kWh to 100kWh, 4 Industrial Systems - ranging from 250kWh to 5MW and 4 Utility Scale Systems - ranging from 50MW to 1,000MW. New Energy purchases HCPV Solar Generators from its strategic alliance partner, MegaWatt Energy Corporation. New Energy has a Joint Marketing Agreement with MegaWatt Energy to fulfill customer orders on a partial upfront payment and deferred payment schedule wherein the deferred payments are effected from the power purchase revenues derived from customers. New Energy effects the partial upfront payment from funding sources that advance the payment against in-place government rebates. New Energy sells the power to the customer and disburses a portion of the realized revenues to the funding sources and to MegaWatt Energy Corporation against the deferred payment schedule. Currently the company's HCPV solar generator provider is in the process of manufacturing solar generator systems to fulfill initial installation requirements. The company owned component parts inventory consists of approximately 850kWh of HCPV solar generators. The company has interest from a number of customers to purchase electrical and thermal power contingent upon the installation of HCPV solar generators. The company is in the process of developing funding sources to complete the installation of generator needs at the sites under contract. These funds will be raised through various financial arrangements including tax incentive and revenue participation programs. The company has sufficient cash reserves to meet its operational overhead for 7 the next calendar year. The company intends to fund the company's business plan from future revenues and equity financing. EMPLOYEES The company has three employees, John McDonald, President; Matt Rogers, Vice- President and; Tor Ewald, Secretary/Treasurer. The company utilizes the services of several outside consultants to assist with business development, financial development and business strategy. RESULTS OF OPERATIONS Since the date of the acquisition of New Energy Corporation, the company began engaging in significant operations including organizational activities, capital acquisition, promotional and sales efforts and initial equipment deployment. Five host customer sites were ordered to have HCPV solar generator systems installed. The company has several more customers awaiting inspection of sites by the company prior to entering power purchase agreements. LIQUIDITY AND CAPITAL RESOURCES Operating expenses average $15,000 per month and have been paid from cash reserves. The management is presently negotiating for $10,000,000 equity funding for expansion of operations through calendar year 2002. Management is also negotiating with several funding sources, utilizing government tax incentive and subsidy programs, for the placement of HCPV solar generators at host customer sites. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. N/A ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS N/A ITEM 3. DEFAULTS UPON SENIOR SECURITIES N/A ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS N/A 8 ITEM 5. OTHER INFORMATION N/A ITEM 6. EXHIBITS AND REPORTS ON FORM 8K (a) EXHIBITS 2.1 Acquisition Agreement with New Energy Corporation (Incorporated by Reference on Company's Form 8-K filing of 12/03/2001) 3.1 Articles of Incorporation. (Incorporated by reference on Company's Form SB-2 filing of 6/9/2000) 3.2 Amended Articles of Incorporation (Incorporated by reference on Company's Form 8-K filing of 12/03/2001) 3.3 Bylaws (Incorporated by reference on Company's Form SB-2 filing of 6/09/2000) (b) REPORTS ON FORM 8-K Form Description Date ---- ----------- ---- 8-K Acquisition Agreement With New Energy Corp. 12/03/2001 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. New Energy Corporation (Registrant) Date: 12/13/01 /s/ Tor Ewald ----------------------------------- Tor Ewald, Secretary/Treasurer 9 -----END PRIVACY-ENHANCED MESSAGE-----