ENGT Energy and Technology Corp (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

☐  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

ENERGY & TECHNOLOGY, CORP.

(Exact name of registrant as specified in Charter)

 

DELAWARE		333-143215		26-0198662
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

 

Petroleum Towers, Suite 530

3639 Ambassador Caffery Blvd

Mail to: P.O. Box 52523

Lafayette, LA 70505

(Address of Principal Executive Offices)

_______________

 

+ 1-337- 984-2000

(Issuer Telephone number)

 

+ 1-337- 988-1777

Issuer Fax Number

_______________

 

www.engt.com

www.energyntechnology.com

 

Securities registered under Section 12(b) of the Exchange Act:	None.
Securities registered under Section 12(g) of the Exchange Act:	Common stock, par value $0.001 per share.
	(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐  No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):  

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

According to the Company’s transfer agent of record, Olde Monmoth Stock Transfer Agent’s latest records, the number of shares outstanding of each of the Company’s classes of common equity, as of September 30, 2015, is 165,548,766 shares of common stock. The company has issued no stock since that date. 

 

ENERGY & TECHNOLOGY, CORP.

 

FORM 10-Q

 

September 30, 2015

 

INDEX

 

PART I—FINANCIAL INFORMATION

 

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Control and Procedures	16

 

PART II—OTHER INFORMATION

 

Item 1.	Legal Proceedings	16
Item 2.	Risk Factors	16
Item 3.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 4.	Defaults Upon Senior Securities	16
Item 5.	Submission of Matters to a Vote of Security Holders	16
Item 6.	Other Information	16
Item 7.	Exhibits and Reports on Form 8-K	16

 

SIGNATURE

 

 

INTRODUCTORY NOTE

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Energy & Technology, Corp. (the “Company”) and our subsidiaries, Technical Industries, Inc. (TII), Energy Pipe, LLC (EP), (a variable interest entity), and Energy Technology Manufacturing & Threading, LLC (ETMT), (a variable interest entity), that are subject to risks and uncertainties. Forward-looking statements include information concerning future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “may increase,” “may fluctuate” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” and “could” are generally forward-looking in nature and not historical facts. Actual results may differ materially from those projected, implied, anticipated or expected in the forward-looking statements. Readers of this quarterly report should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this report. The statements are representative only as of the date they are made. The Company, Technical Industries, Inc. (TII), Energy Pipe, LLC (EP), and Energy Technology Manufacturing & Threading, LLC (ETMT), (sometimes referred to herein on a consolidated basis as the Company, we, us, or similar phrasing) undertakes no obligation to update any forward-looking statement.

 

These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements and other information with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates, financial condition, results of operations, future performance and business, including management's expectations and estimates with respect to revenues, expenses, return on equity, return on assets, efficiency ratio, asset quality and other financial data and capital and performance ratios.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, these statements involve risks and uncertainties that are subject to change based on various important factors, some of which are beyond the control of the Company. The following factors, among others, could cause the Company's results or financial performance to differ materially from its goals, plans, objectives, intentions, expectations and other forward-looking statements:

 

	●	general economic and industry conditions;
	●	our capital requirements and dependence on the sale of our equity securities;
	●	the liquidity of the Company’s common stock will be affected by the lack of a trading market;
	●	industry competition;
	●	shortages in availability of qualified personnel;
	●	legal and financial implications of unexpected catastrophic events;
	●	regulatory or legislative changes effecting the industries we serve; and
	●	reliance on, and the ability to attract, key personnel.

 

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s S-1 Report filed with the SEC, which is available on the SEC’s website at www.sec.gov. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this Quarterly Report on Form 10-Q to reflect events or circumstances after the date hereof. New factors emerge from time to time, and it is not possible for us to predict which factors, if any, will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

 

PART I. Financial Information

 

ITEM 1. Financial Statements

 

ENERGY & TECHNOLOGY, CORP.

Consolidated Balance Sheets

As of September 30, 2015 and December 31, 2014

 

		September 30,				December 31,
		2015				2014
		(Unaudited)				(Unaudited)
Assets
Current Assets
Cash and Cash Equivalents		$	32,533			$	1,083,840
Accounts Receivable
Trade, Net			316,299				304,691
Other			194,031				77,078
Inventory			1,008,121				1,166,478
Prepaid Expenses			41,804				20,291
Deferred Tax Asset							1,156,059
Total Current Assets			1,592,788				3,808,437
Property and Equipment, Net
Held for Operations, Net			3,153,086				3,173,578
Other Assets
Patent, net			16,462				386,528
Deposits			4,988				4,988
Other Assets			47,060				58,490
Total Other Assets			68,510				450,006
Total Assets		$	4,814,385			$	7,432,021

 

See notes to consolidated financial statements.

 

 

ENERGY & TECHNOLOGY, CORP.

Consolidated Balance Sheets

As of September 30, 2015 and December 31, 2014

 

		September 30,				December 31,
		2015				2014
		(Unaudited)				(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities
Current Maturities of Notes Payable		$	3,981,250			$	16,172
Accounts Payable			572,338				2,737,988
Accrued Payroll and Payroll Liabilities			38,861				70,748
Accrued Rent			2,070,000				1,957,500
Income Taxes Payable			25,287				25,287
Total Current Liabilities			6,687,736				4,807,695
Long-Term Liabilities
Notes Payable			40,180				3,974,369
Deferred Taxes Payable							604,271
Due to Affiliates			40,235				139,519
Total Long-Term Liabilities			80,415				4,718,159
Total Liabilities			6,768,151				9,525,854
Stockholders' Equity
Preferred Stock - $.001 Par Value; 10,000,000 Shares Authorized, None Issued			-				-
Common Stock - $.001 Par Value; 250,000,000 Shares Authorized, 165,548,766 and 165,548,766 Shares Issued and Outstanding at September 30, 2015 and December 31, 2014, respectively			169,186				169,186
Discount on Common Stock			(115,100	)			(115,100	)
Treasury Stock			(4,076,441	)			(4,076,441	)
Paid-In Capital			4,319,664				4,297,022
Retained Earnings			(2,251,075	)			(2,368,500	)
Total Stockholders' Equity			(1,953,766	)			(2,093,833	)
Total Liabilities and Stockholders' Equity		$	4,814,385			$	7,432,021

 

See notes to consolidated financial statements.

 

 

ENERGY & TECHNOLOGY, CORP.

Consolidated Statements of Operations (Unaudited)

For the Three Months Ended September 30, 2015 and September 30, 2014

For the Nine Months Ended September 30, 2015 and September 30, 2014

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2015				2014				2015				2014
Revenues		$	645,045			$	1,325,884			$	1,793,615			$	3,246,217
Cost of Revenues
Materials and Supplies			69,368				429,812				125,382				774,299
Subcontract Labor			108,812				151,599				354,301				531,438
Depreciation			109,455				199,345				360,859				582,889
Employees and Related Costs			119,780				109,309				379,032				341,675
Repairs and Maintenance			32,420				58,043				97,427				89,790
Insurance			36,073				45,867				111,283				137,728
Other Costs			133,698				154,583				437,346				569,740
Patent Amortization							7,196								21,589
Total Cost of Revenues			609,606				1,155,754				1,865,631				3,049,148
Gross Profit			35,439				170,130				(72,016	)			197,069
Operating Expenses
Selling, General, and Administration			442,216				288,998				1,220,693				1,048,496
Depreciation			30,361				29,147				90,782				88,735
Bad Debts															116,723
Total Operating Expenses			472,577				318,145				1,311,475				1,253,954
Loss from Operations			(437,138	)			(148,015	)			(1,383,491	)			(1,056,885	)
Other Income (Expense)
Income from Lawsuit Settlement							-				2,402,936				-
Gain (Loss) on Sale of Assets			-				-				2,105				(214	)
Investment Income (Expense)			(12,911	)			53				(8,231	)			13,816
Interest Expense			(4,074	)			(15,482	)			(13,600	)			(49,794	)
Total Other Income (Expense)			(16,985	)			(15,429	)			2,383,210				(36,192	)
Loss Before Provision for Income Taxes			(454,123	)			(163,444	)			999,719				(1,093,077	)
Benefit for Income Taxes			172,712				(56,666	)							(359,399	)
Income/(Loss)		$	(626,835	)		$	(106,778	)		$	999,719			$	(733,678	)
Income (Loss) per Share - Basic		$	(0.004	)		$	(0.001	)		$	0.006			$	(0.004	)
Income (Loss) per Share - Diluted		$	(0.004	)		$	(0.001	)		$	0.006			$	(0.004	)

 

See notes to consolidated financial statements.

 

 

ENERGY & TECHNOLOGY, CORP.

Consolidated Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2014 and the Nine Months Ended September 30, 2015

 

										Discount on				Additional												Total
		Common Stock								Capital				Paid-In				Treasury				Retained				Stockholders'
		Shares				Amount				Stock				Capital				Stock				Earnings				Equity
Balance at January 1, 2014			169,165,841			$	169,186			$	(115,100	)		$	4,297,022			$	(120,845	)		$	206,474			$	4,436,737
Share buyback			(3,617,075	)			-				-				-				(3,955,596	)			-			$	(3,955,596	)
Net (Loss)			-				-				-				-				-				(2,574,974	)		$	(2,574,974	)
Balance at December 31, 2014			165,548,766			$	169,186			$	(115,100	)		$	4,297,022			$	(4,076,441	)		$	(2,368,500	)		$	(2,093,833	)
Balance at January 1, 2015			165,548,766			$	169,186			$	(115,100	)		$	4,297,022			$	(4,076,441	)		$	(2,368,500	)		$	(2,093,833	)
Prior Period Audit Adjustments														$	22,642							$	(882,294	)		$	(859,652	)
Net Income			-				-				-				-								999,719			$	999,719
Balance at September 30, 2015			165,548,766			$	169,186			$	(115,100	)		$	4,319,664			$	(4,076,441	)		$	(2,251,075	)		$	(1,953,766	)

 

See notes to consolidated financial statements.

 

 

ENERGY & TECHNOLOGY, CORP.

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2015 and 2014

 

		Nine Months Ended
		September 30,				September 30,
		2015				2014
Cash Flows from Operating Activities
Net Income (Loss)			999,719				(733,678	)
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities
Bad Debts							(116,723	)
Depreciation			287,454				671,623
Amortization of Patent Costs							21,590
Prior Period Audit Adjustments			(2,567,703	)
Gain (Loss) on disposal of asset			2,105				214
Deferred Income Taxes			551,788				(359,399	)
Changes in Assets and Liabilities
Trade Receivables			(11,608	)			503,080
Other Receivables			(116,953	)			(2,903	)
Inventory							287,584
Prepaid Expenses			(21,513	)			(7,558	)
Accounts Payable			87,286				288,169
Accrued Payroll and Payroll Liabilities			(31,887	)			(19,942	)
Income Taxes Payable							(124,649	)
Accrued Rent			112,500				112,500
Net Cash Provided by Operating Activities			(708,812	)			519,908
Cash Flows from Investing Activities
Other Assets			11,430				4,393
Patent Cost			(16,463	)			(4,449	)
Purchase of Property and Equipment			(269,067	)			(362,968	)
Other Receivables							73,000
Net Cash Provided by (Used in) Investing Activities			(274,100	)			(290,024	)
Cash Flows from Financing Activities
Purchase of Treasury Stock			-
Borrowings (Principal Repayments) to Affiliates			(99,284	)			(559,988	)
Borrowings (Principal Repayments) on Notes Payable			30,889				(302,957	)
Net Cash Provided by (Used in) Financing Activities			(68,395	)			(862,945	)
Net Increase (Decrease) in Cash and Cash Equivalents			(1,051,307	)			(633,061	)
Cash and Cash Equivalents, Beginning of Year			1,083,840				1,875,187
Cash and Cash Equivalents, End of Year		$	32,533			$	1,242,126
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for Interest		$	13,600			$	7,513
Cash Paid During the Period for Income Taxes		$	-			$	5,919

 

See notes to consolidated financial statements.

 

 

ENERGY & TECHNOLOGY, CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

Note 1.

Organization

 

This Financial statement is unaudited and not reviewed by our independent auditor.

 

Energy and Technology, Corp. (the Company) was formed November 29, 2006 under the laws of the State of Delaware in order to acquire and to take over the assets and business of Technical Industries, Inc. (TII).  On that date, the Company issued 125,000,000 shares of common stock to American Interest, LLC, in exchange for founder services rendered.  The fair value of these services was considered immaterial, and no amounts were recognized in the financial statements.  At the time the shares were issued to American Interest, LLC, the Company had no assets, operations, or cash flows.  As such, the stock had no value at the time the Company was established.  The par value was arbitrarily established in order to comply with the State of Delaware laws.  In order to reflect the par value of the shares issued, the Company recognized a discount on capital stock as a contra-equity account within the equity section of the consolidated balance sheets. 

 

On January 3, 2007, the Company entered into a Stock Exchange Agreement and Share Exchange (the Agreement) whereby the sole shareholder of TII exchanged all of the outstanding shares of TII to the Company in exchange for 50,000,000 shares of Company stock.  Accordingly, TII became a wholly-owned subsidiary of the Company.  The assets acquired and liabilities assumed were recorded at the carrying value to TII since TII and the Company were under common control prior to the acquisition.  

 

TII specializes in the non-destructive testing of vessels, oilfield equipment and mainly pipe, including ultrasonic testing, utilizing the latest technologies.  These technologies enable TII to (i) provide detailed information to customers regarding each pipe tested, and (ii) reach energy reserves present technology cannot reach without extra cost to the oil and gas companies.  Because of the intense scrutiny applied to each section of pipe, TII is able to generate data which allows the pipe to be used in the most extreme conditions, and has been proven especially useful in deep water drilling operations in the Gulf of Mexico.

 

On August 29, 2009, the Company effected a name change from Technical Industries & Energy Corp. to Energy & Technology, Corp. to better reflect the nature of the Company’s business.

 

Note 2.

Summary of Significant Accounting Policies

 

Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Technical Industries, Inc., the accounts of Energy Pipe, LLC (a variable interest entity), and the accounts of Energy Technology Manufacturing & Threading, LLC (a variable interest entity).  All significant intercompany balances and transactions have been eliminated.

 

The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of financial information for the interim periods presented.  These adjustments are of a normal recurring nature and include appropriate estimated provisions.

 

Basis of Accounting

Assets, liabilities, revenues and expenses are recognized on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements.  Accordingly, actual results could differ from those estimates due to information that becomes available subsequent to the issuance of the financial statements or for other reasons.

 

Revenue Recognition

Revenue for inspection services and manufacturing and threading services is recognized upon completion of the services rendered.  Revenue for the sales of pipe is recognized when pipe is delivered and the customer takes ownership and assumes the risks of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.

 

Trade Receivables

Trade accounts receivable are carried at their estimated collectible amounts.  Trade credit is generally extended on a short-term basis; thus receivables do not bear interest, although a finance charge may be applied to amounts past due. Trade accounts receivable are periodically evaluated for collectability based on past credit.

  

 

ENERGY & TECHNOLOGY, CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

Note 2.

Summary of Significant Accounting Policies (Continued)

 

Allowance for Doubtful Accounts

The company calculates the allowance based on the history with customers and their current financial condition. Provisions of uncollectible amounts are determined based on management’s estimate of collectability. Allowance for doubtful accounts was $3,078 and $3,078 at September 30, 2015 and at December 31, 2014, respectively.

 

Inventory

Inventory is stated at the lower of cost determined by the specific identification method or market.  At September 30, 2015 and at December 31, 2014, inventory consisted of pipe available for sale.

 

Property and Equipment

Property and equipment are stated at cost.  Expenditures for property and equipment and items that substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred.  The cost and related accumulated depreciation of property and equipment disposed of are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation is provided utilizing the straight-line method over the estimated useful lives of the assets capitalized.

 

Valuation of Long-Lived Assets

In the event facts and circumstances indicate that carrying amounts of long-lived assets may be impaired, the Company evaluates the recoverability of its long-lived assets using the estimated future undiscounted cash flows associated with the asset compared to the asset’s carrying amount to determine if a write-down is required, pursuant to the provisions of Financial Accounting Standards Board (FASB) ASC 360-10-35.  Any impairment loss is measured as the difference between the carrying amount and the fair value of the impaired asset.

 

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade receivables. Concentration of credit risk with respect to trade receivables is limited due to the Company’s large number of customers. At September 30, 2015, the balance due from two customers represented 65.9% of receivables, and sales to two customers represented 61.0% of revenues for the nine months ended September 30, 2015.

 

The Company maintains cash balances at several financial institutions, and periodically maintains cash in bank accounts in excess of insured limits.  The Company has not experienced any losses and does not believe that significant credit risk exists as a result of this practice.

 

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising expense was $6,723 and $31,437, for the nine months ended September 30, 2015 and 2014, respectively.

 

Cash Flows

For purposes of the consolidated statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Income Taxes

The Company recognizes income taxes in accordance with FASB ASC 740, “Income Taxes” (formerly Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes). ASC 740 uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to the difference between financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

 

Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized tax benefits in the consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the statement of operations.

 

 

ENERGY & TECHNOLOGY, CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

Note 2.

Summary of Significant Accounting Policies (Continued)

 

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.

 

Recent Accounting Pronouncements

Management does not expect any impact from the adoption of new accounting pronouncements.

 

Comprehensive Income

The Company had no components of comprehensive income. Therefore, net income (loss) equals comprehensive income (loss) for the periods presented.

 

Note 3.

Patent

 

On September 4, 2007, the Company’s chief executive officer was awarded a patent from the United States Patent and Trademark Office pertaining to his development of specialized testing procedures for tubing casing, line pipe, and expandable liners utilized by oil-exploration companies which was subsequently transferred to the Company.

 

In a prior year, the Company’s costs associated with its development of these testing procedures and application for patent have been capitalized and recognized as an asset in the Company’s balance sheet, and was being amortized over 20 years. Audit findings for 2014 resulted in the write off of the Patents and the related Accumulated Amortization due to the fact that they were internally created. GAAP requires that internally created Patents be expensed as incurred instead of amortized. Our current year auditors’ correction reflects a prior year inappropriate Patent capitalization.

 

Note 4.

Property and Equipment

 

Property and equipment consists of the following at September 30, 2015 and December 31, 2014, respectively:

 

			2015				2014
	Buildings and Improvements		$	3,157,937			$	3,042,385
	Equipment			5,860,435				5,827,230
	Autos and Trucks			260,932				304,495
	Office Furniture			34,025				32,657
	Construction in Progress			344,610				184,210
				9,657,939				9,390,977
	Less: Accumulated Depreciation			-6,504,853				-6,217,399
	Total		$	3,153,086			$	3,173,578

 

Depreciation expense amounted to $451,641 and $671,624 for the nine months ended September 30, 2015 and 2014, respectively.

 

 

ENERGY & TECHNOLOGY, CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

Note 5.

Related Party Transactions

 

Energy & Technology, Corp is a holding company. Its subsidiaries include: Technical Industries, Inc. (NDT Inspection Services are done in this company), Energy Technology Manufacturing & Threading, LLC (threading and manufacturing services are done in this company), and Energy Pipe, LLC (pipe sales are done in this company). All significant intercompany transactions are eliminated in consolidation.

 

Additionally, St. Charles Real Estate Corp LLC owns the land in Houston, Texas where the Company maintains its pipe inventory, as well as the Houston facility. The Company has a month to month lease for $12,500 with St. Charles Real Estate but is accruing rent instead of paying. As of September 30, 2015 and December 31, 2014 the total owed is $2,070,000 and $1,957,200, respectively. St. Charles Real Estate Corp LLC is owned by various members of the Sfeir family.

 

The Company has one balance due American Interest LLC (AIC) the majority stockholder of the Energy & Technology, Corp.: A note AIC, LLC. purchased from Mustang for the original purchase of the Company which bears interest at 8%. Included in due to affiliates at September 30, 2015 and December 31, 2014, is $40,235 and $139,519 respectively, in acquisition debts paid by affiliates upon the acquisition of the Company in 1999.  The affiliates maintain a lien on the Company’s accounts receivable and equipment to secure this loan.  Interest expense associated with this obligation totaled $8,371 and $41,516 for the nine months ended September 30, 2015 and 2014, respectively.

 

Note 6.

Notes Payable

 

Notes payable at September 30, 2015 and December 31, 2014 consist of the following:

 

			2015				2014
	Secured fixed term note of $60,303 due November 2015; fixed interest rate of 2.9%						4,248
	Secured fixed term note of $23,968 due February 2016; fixed interest rate of 6.0%						3,801
	Secured fixed term note of $48,601.50 due November 2020; fixed interest rate of 3.39%			41,208				47,274
	Unsecured variable term note of $3,935,217 ; due on demand; Fixed consulting fee of 4.0%			3,935,217				3,935,217
	Secured fixed term note of $31,905.36 due March 2018; fixed interest rate of 5.4%			25,648				-
	Secured fixed term note of $106,575 due November 2015; fixed interest rate of 6.99%			19,355				-
			$	4,021,428			$	3,990,540
	Less: Current Portion			3,981,248				3,951,389
	Long-Term Portion		$	40,180			$	39,151

 

Following are maturities of long-term debt at December 31, 2014:

 

	Fiscal Year Ending
	December 31,		Amount
	2016		$	20,521
	2017			18,630
	Total		$	39,151

 

The company’s CEO is currently re-negotiating the terms of the unsecured variable term note to include a specific due date in the future.

 

Note 7.

Equity

 

The Company is authorized to issue 250,000,000 shares of common stock at a par value of $.001 per share. The number of shares issued and outstanding are 165,548,766 and 165,548,766 as of September 30, 2015 and December 31, 2014, respectively.

 

The Company is authorized to issue 10,000,000 shares of preferred stock. As of September 30, 2015 and December 31, 2014, there were no shares issued and outstanding. In 2014, the company purchased 3,617,075 shares of common stock now in Treasury.

 

Note 8.

Earnings per Share

 

Earnings (loss) per share are calculated in accordance with ASC 260 “Earnings per Share”. The weighted average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share are computed using the weighted average number of shares and potentially dilutive common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Potentially dilutive common shares consist of stock options and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.

 

There were no potentially dilutive common stock equivalents as of September 30, 2015, therefore basic earnings per share equals diluted earnings per share for the three months ended September 30, 2015. As the Company incurred a net loss during the three months ended September 30, 2015, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive.

 

 

ENERGY & TECHNOLOGY, CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

Note 8.

Earnings per Share (Continued)

  

As the Company incurred a net loss during the year ended December 31, 2014, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive.

 

The weighted average common shares outstanding were 165,548,766 and 168,332,363 for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively.

Note 9.

Commitments

 

The Company leases office premises, operating facilities, and equipment under operating leases expiring in various years through 2030.

 

Note 10.

Litigation and Contingent Liabilities

 

Presently, the company has no pending litigation filed against it. However, in the ordinary course of our business, we are, from time to time, subject to various legal proceedings, including matters involving employees, customers, and suppliers. We may enter into discussions regarding settlement of claims or lawsuits, and may enter into settlement agreements, if we believe settlement is in the best interest of our stockholders. We do not believe that any existing legal proceedings or settlements, individually or in the aggregate, will have a material effect on our financial condition, results of operations, or liquidity.

 

Note 11.

Major Customers

 

For the nine months ended September 30, 2015, the Company had two customers which generated revenues in excess of 10% of the Company’s total revenues. Revenues for these two customers were approximately 61% of total revenues, and total balance due from these customers at September 30, 2015 was $173,355.

 

Note 12.

Estimated Fair Value of Financial Instruments

 

The following disclosure is made in accordance with the requirements of FASB ASC 825, Financial Instruments. Financial instruments are defined as cash and contractual rights and obligations that require settlement, directly or indirectly, in cash. In cases where quoted market prices are not available, fair values have been estimated using the present value of future cash flows or other valuation techniques.

 

The result of these techniques are highly sensitive to the assumptions used, such as those concerning appropriate discount rates and estimates of future cash flows, which require considerable judgment. Accordingly, estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current settlement of the underlying financial instruments. ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. These disclosures should not be interpreted as representing an aggregate measure of the underlying value of the Company.

 

While these estimates of fair value are based on management's judgment of appropriate factors, there is no assurance that if the Company had disposed of such items at September 30, 2015 or December 31, 2014, the estimated fair values would have been achieved. Market values may differ depending on various circumstances not taken into consideration in this methodology. The estimated fair values at September 30, 2015 and December 31, 2014, should not necessarily be considered to apply at subsequent dates.

 

			September 30,								December 31,
			2015								2014
			Carrying				Fair				Carrying				Fair
			Amount				Value				Amount				Value
	Financial Assets
	Investments		$	47,060			$	47,060			$	58,490			$	58,490
			$	47,060			$	47,060			$	58,490			$	58,490

 

The following methods and assumptions were used by the Company in estimating fair values for financial instruments:

 

Investments: The carrying amount reported in the balance sheet approximates fair value.

 

Note 13.

Subsequent Events

 

In accordance with the subsequent events topic of the FASB ASC, Topic No. 855, Subsequent Events, the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the financial statements. The effects of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date are recognized in the financial statements as of September 30, 2015. In preparing these financial statements, the Company evaluated the events and transactions through the date these financial statements were issued.

  

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

Headquartered in Lafayette, Louisiana, with production facilities in Houston, Texas and Abbeville, Louisiana, Energy & Technology, Corp. provides non-destructive testing (NDT) services, OCTG and oilfield pipe sales, service and storage, and rig and equipment sales. Originally founded on May 11, 1971 as an inspection company, Energy & Technology, Corp. currently serves customers throughout the oil patch of Louisiana and Texas as well as in Canada, Mexico, and in the Gulf of Mexico. The Company’s customer base of over 130 accounts consists of major oil companies, steel mills, material suppliers, drilling companies, tool rental companies, and natural gas storage operators. Due to the nature of its technology, the Company maintains competitive advantages in offshore deep water and other onshore critical projects.

 

Technical Industries, Inc., a wholly owned subsidiary of Energy & Technology, Corp., manufactures its own proprietary NDT equipment. The Company’s patented ultrasonic systems have some of the largest OD and pipe length capabilities in the industry and the deepest penetration capability offered for wall thickness measurement. The Company holds patents on certain exclusive inspection technology that allows oil and gas companies to use their current drill strings and other equipment to reach depths that were previously unreachable. This technology can make wells safer, increase the success rate for critical wells, and greatly reduce the chances of a failure. As the industry moves to ever deeper reserves and makes advances in horizontal drilling, oil and gas wells are becoming more and more expensive and difficult to drill, making this technology more of a necessity.

 

In the oilfield pipe sales and storage segment, Energy & Technology, Corp utilizes a state-of-the-art web based inventory management system that allows each client to view and track projects during processing, to locate inventory throughout the plant, and access reports, bill of ladings, tally sheets, logs and other required information.

 

Energy Technology Manufacturing & Threading, LLC’s new facility has been completed and is fully operational. This facility is capable of threading, bucking, and repair of drill pipe, casing, and tubing up to 11 7/8” diameter. The plant is equipped with a Computer Controlled lathe accurate to within the most critical of tolerances, and has the capability to manufacture, thread, repair, and manufacture pup joints and marker joints to any length the customer requires, as well as to machine any threads for which specs can be furnished. Technicians have between 10 and 34 years of experience in the manufacturing and threading industry. This new facility brings Energy & Technology, Corp. one step closer to its goal of supplying all tubular services under one roof.

Key Ongoing Operational Processes:

 

Update ISO Certification

Energy & Technology, Corp. recognizes that quality is every bit as important as price and prompt service. This is even truer of the Company’s typical client, who often contracts for services that other companies are not able to provide. In response to our clients’ requirements, the Company has obtained the latest ISO: 9001 certification by Moody’s, recognized in the industry as representing the highest quality control available. As the Company’s business lines are very synergistic, management feels that it can leverage this dominant position to increase share in the markets in which it competes, and likely more in the critical service arena.

 

Foreign Trade Zone Status

Energy & Technology, Corp. has selected the well known auditing and financial consulting firm KPMG to assist the Company in meeting the requirements to establish a Foreign Trade Zone at its Houston, Texas facility. KPMG has started the initial feasibility analysis with the formal application to follow. The establishment of a Foreign Trade Zone is expected to produce a substantial increase in the Company’s ability to sell to overseas markets, and make the Company a far more attractive distribution partner for foreign manufacturers. Management feels that market share could be taken through a successful designation as an FTZ subzone.

 

 

Increased Sales and Marketing Effort

Energy & Technology, Corp. hired three qualified personnel in order to help the marketing and sales effort. New business was generated from referrals, technical sessions given to oil and gas and industry related companies, the Company website, and through the use of a marketing company on a limited basis. Recently, several new deep water well permits were issued in the Gulf of Mexico. As a result, ENGT has experienced significant new interest from major oil and gas companies - including site visits and evaluations - for its VisonArray™ deep water and critical well technologies, and ENGT Manufacturing facilities.   Currently, there are several employees whose duties are focused on sales, and one marketing and promotional activity director.  Management believes revenue can be greatly increased by expanding the Company's sales force.  

 

Diversification

Energy & Technology, Corp. has diligently worked to diversify its business model by adding sales, service, and storage of OCTG and all types of oilfield pipe, as well as equipment leasing and sales. The Company’s new threading and repair facility, located on our Houston campus, became operational in July 2010 and on September 30, 2011 received numerous ISO and API certifications. Additional growth will come domestically, but management feels that overseas expansion is critical to the ultimate success of the business plan.

 

Critical Accounting Policies

The Company has identified the following accounting policies to be the critical accounting policies of the Company:

 

Revenue Recognition. Revenue for inspection services and manufacturing and threading services are recognized upon completion of the services rendered. Revenue for the sales of pipe is recognized when pipe is delivered and the customer takes ownership and assumes the risks of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.

 

Inventory. Inventory is stated at the lower of cost determined by the specific identification method or market. At September 30, 2015, inventory consisted of pipe available for sale.

 

Property and Equipment. Property and equipment are stated at cost. Expenditures for property and equipment and items that substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. The cost and related accumulated depreciation of property and equipment disposed of are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation is provided utilizing the straight-line method over the estimated useful lives of the assets capitalized.

 

Valuation of Long-Lived Assets. In the event facts and circumstances indicate that carrying amounts of long-lived assets may be impaired, the Company evaluates the recoverability of its long-lived assets using the estimated future undiscounted cash flows associated with the asset compared to the asset’s carrying amount to determine if a write-down is required, pursuant to the provisions of SFAS Financial Accounting Standards Board (FASB) ASC 360-10-35. Any impairment loss is measured as the difference between the carrying amount and the fair value of the impaired asset.

  

Discussion of Changes in Financial Condition from December 31, 2014 to September 30, 2015

 

At September 30, 2015, total assets amounted to $4,814,385 compared to $7,432,021 at December 31, 2014, a decrease of $2,617,636, or 35.22%. The decrease is primarily due to a decrease in cash of $1,051,307, a decrease in inventory of $158,357, and a decrease in deferred asset of $1,156,059, partially offset by an increase in Trade Accounts Receivable of $11,608, an increase of other assets of $116,953, and an increase in prepaid expenses of $21,513.

 

Our liabilities at September 30, 2015, totaled $6,768,151 compared to $9,525,854 at December 31, 2014, a decrease of $2,757,703, or 28.95%. The decrease is primarily due to a in accounts payable of $2,165,650, a decrease in accrued payroll and payroll liabilities of $31,887, and a decrease in deferred taxes payable of $604,271, and a decrease in Due to Affiliates of $139,519.

 

Total stockholder’s equity increased from ($2,093,833) at December 31, 2014, to ($1,983,766) at September 30, 2015. This increase was due to our the settlement of a lawsuit partially offset by the net loss for the nine months ended September 30, 2015.

 

 

Cash and Cash Equivalents

Cash and Cash Equivalents totaled $32,533 at September 30, 2015, a decrease of $1,051,307 from the balance of $1,083,840 at December 31, 2014. The decrease in cash and cash equivalents was primarily due to amounts used to reduce debt, partially offset by the cash generated from operating activities for the nine months ended September 30, 2015.

 

Inventory

Inventory consists primarily of pipe held for sale to our customers. We began purchasing pipe for sale to customers in December, 2007. This was an opportunity for us to expand our services to our customers. It is anticipated that the Company will continue its efforts to expand its sales of pipe.

 

Property and Equipment

The decrease in property and equipment is primarily due to depreciation for the nine months ended September 30, 2015 of $287,454 partially offset by the purchase of property of $269,067.

 

Accounts Payable

Accounts payable at September 30, 2015 totaled $572,338 compared to $2,737,988 at December 31, 2014, a decrease of $2,165,650. The decrease is primarily due to the settlement of a legal issue.

 

Discussion of Results of Operations for the Three Months Ended September 30, 2015 compared to the Three Months Ended September 30, 2014

 

Revenues

Our revenue for the three months ended September 30, 2015, was $645,045, compared to $1,325,884, for the three months ended September 30, 2014, a decrease of $680,839, or 51.35%. The decrease is attributable primarily to a decrease in Drilling, OCTG, & Equipment Sales.

 

The following table presents the composition of revenue for the three months ended September 31, 2015 and 2014:

 

		2015								2014								Variance
Revenue:		Dollars				Percentage				Dollars				Percentage				Dollars
Exploration Technologies		$	259,813				40.3	%		$	395,612				29.8	%		$	(135,799	)
Drilling, OCTG, & Equipment Sales		$	-				0.0	%		$	482,702				36.4	%		$	(482,702	)
Warehouse & Storage Fees		$	72,510				11.2	%		$	112,600				8.5	%		$	(40,090	)
Rebillable Income		$	113,137				17.5	%		$	57,673				4.3	%		$	55,464
Manufacturing		$	199,585				30.9	%		$	277,297				20.9	%		$	(77,712	)
Total Revenue		$	645,045				100.0	%		$	1,325,884				100.0	%		$	(680,839	)

Cost of Revenue and Gross Profit

Our cost of revenue for the three months ended September 30, 2015, was $609,606, or 94.5% of revenues, compared to $1,155,754, or 87.2% of revenues, for the three months ended September 30, 2014. The overall decrease in our cost of revenue is primarily due to a decrease in materials and supplies.

 

The following table presents the composition of cost of revenue for the three months ended September 30, 2015 and 2014:

 

		2015								2014								Variance
Cost of Revenue:		Dollars				Percentage				Dollars				Percentage				Dollars
Employee and Related Costs		$	119,780				19.6	%		$	109,309				9.5	%		$	10,471
Materials and Supplies			69,368				11.4	%			429,812				37.2	%		$	(360,444	)
Subcontract Labor			108,812				17.8	%			151,599				13.1	%		$	(42,787	)
Depreciation and Amortization			109,455				18.0	%			206,541				17.9	%		$	(97,086	)
Repairs and Maintenance			32,420				5.3	%			58,043				5.0	%		$	(25,623	)
Insurance			36,073				5.9	%			45,867				4.0	%		$	(9,794	)
Other Costs			133,698				21.9	%			154,583				13.4	%		$	(20,885	)
Total Cost of Revenues		$	609,606				100.0	%		$	1,155,754				100.0	%		$	(546,148	)

 

Due to limitations with the pool of qualified individuals, we utilized the services of subcontractors to assist us in providing timely and quality service to our customers.  We will continue our efforts to attract employ and retain qualified individuals to serve the needs of our customers.

 

 

Operating Expenses

For the three months ended September 30, 2015, our operating expenses totaled $472,577 as compared to $318,145 in 2014, representing an increase of $154,432, or 48.54%. The largest components of our operating expense for 2015 consist of salaries and wages and Repairs and Maintenance. Salaries and wages for general and administrative personnel was $178,439 for the three months ended September 30, 2015, compared to $111,768 the three months ended September 30, 2014, an increase of $66,671, or 59.65%. The increase is primarily a result of hiring another salesperson and Operating manager.

 

Repairs and Maintenance expense increased from $27,146 for the three months ended September 30, 2014, to $74,238 for the three months ended September 30, 2015, an increase of $47,092, or 173.48%. The increase is primarily a result of an increase in maintaining inventory for sale.

 

Other Income and Expense

Other income and expense consists of investment income, interest expense, Income from Lawsuit Settlement, and gains and losses from the sale and disposal of assets. Other expense, net, totaled $16,985 for the three months ended September 30, 2015, compared to other expenses, net, of $15,429, for the three months ended September 30, 2014, an increase of $1,556 or 10.8%. This increase is primarily due to an increase in investment expense.

 

Interest expense totaled $4,074 for the three months ended September 30, 2015, as compared to $15,482 for the three months ended September 30, 2014, a decrease of $11,408, or 73.69%.  Interest expense pertains primarily to amounts due to affiliates as well as to our notes payable with third parties.

 

Provision for income taxes

For the three months ended September 30, 2015, we reported a deferred income tax expense of $172,712 compared to income tax benefit of $56,666 for the three months ended September 30, 2014, a decrease of $229,378. The change was due to the correction of previous period deferred income tax benefit to more conservatively record deferred tax assets.

 

Discussion of Results of Operations for the Nine Months Ended September 30, 2015 compared to the Nine Months September 30, 2014

 

Revenues

Our revenue for the nine months ended September 30, 2015, was $1,793,615, compared to $3,246,217, for the nine months ended September 30, 2014, a decrease of $1,452,602, or 44.75%. The decrease is attributable primarily to a decrease in Manufacturing income and Drilling, OTCG, and Equipment Sales.

 

The following table presents the composition of revenue for the nine months ended September 30, 2015 and 2014:

 

		2015								2014								Variance
Revenue:		Dollars				Percentage				Dollars				Percentage				Dollars
Exploration Technologies		$	858,589				133.1	%		$	1,021,219				77.0	%		$	(162,630	)
Drilling, OCTG, & Equipment Sales							0.0	%		$	822,844				62.1	%		$	(822,844	)
Warehouse & Storage Fees		$	221,630				34.4	%		$	326,900				24.7	%		$	(105,270	)
Rebillable Income		$	237,377				36.8	%		$	205,678				15.5	%		$	31,699
Manufacturing		$	476,019				73.8	%		$	869,576				65.6	%		$	(393,557	)
Total Revenue		$	1,793,615				100.0	%		$	3,246,217				244.8	%		$	(1,452,602	)

 

Cost of Revenue and Gross Profit

Our cost of revenue for the nine months ended September 30, 2015, was $1,865,631, or 104% of revenues, compared to $3,049,148, or 93.9% of revenues, for the nine months ended September 30, 2014. The overall decrease in our cost of revenue is primarily due to a decrease in materials and supplies.

 

The following table presents the composition of cost of revenue for the nine months ended September 30, 2015 and 2014:

 

		2015								2014								Variance
Cost of Revenue:		Dollars				Percentage				Dollars				Percentage				Dollars
Employee and Related Costs		$	379,032				20.3	%		$	341,675				11.2	%		$	37,357
Materials and Supplies			125,382				6.7	%			774,299				25.4	%		$	(648,917	)
Subcontract Labor			354,301				19.0	%			531,438				17.4	%		$	(177,137	)
Depreciation and Amortization			360,859				19.3	%			604,478				19.8	%		$	(243,619	)
Repairs and Maintenance			97,427				5.2	%			89,790				2.9	%		$	7,637
Insurance			111,283				6.0	%			137,728				4.5	%		$	(26,445	)
Other Costs			437,347				23.4	%			569,740				18.7	%		$	(132,393	)
Total Cost of Revenues		$	1,865,631				100.0	%		$	3,049,148				100.0	%		$	(1,183,517	)

 

Due to limitations with the pool of qualified individuals, we utilized the services of subcontractors to assist us in providing timely and quality service to our customers.  We will continue our efforts to attract employ and retain qualified individuals to serve the needs of our customers. 

 

 

Operating Expenses

For the nine months ended September 30, 2015, our operating expenses totaled $1,311,475 as compared to $1,253,954 in 2014, representing an increase of $57,521, or 4.59%. The largest components of our operating expense for 2015 consist of salaries and wages and professional services. Salaries and wages for general and administrative personnel was $527,749 for the nine months ended September 30, 2015, compared to $341,358 the nine months ended September 30, 2014, an increase of $186,391, or 54.60%.

 

Professional services expense increased from $179,259 for the nine months ended September 30, 2014, to $185,227 for the nine months ended September 30, 2015, an increase of $5,968, or 3.33%. The increase is primarily a result of increased legal fees.

 

Other Income and Expense

Other income and expense consists of investment income, interest expense, Income from Lawsuit Settlement, and gains and losses from the sale and disposal of assets. Other income, net, totaled $2,383,210 for the nine months ended September 30, 2015, compared to other expenses, net, of $36,192, for the nine months ended September 30, 2014, an increase of $2,419,402. This is primarily the result from Income from Lawsuits settled. Interest expense totaled $13,600 for the nine months ended September 30, 2015, as compared to $49,794 for the nine months ended September 30, 2014, a decrease of $36,194, or 72.69%.  Interest expense pertains primarily to amounts due to affiliates as well as to our notes payable with third parties.

 

Provision for income taxes

For the nine months ended September 30, 2015, we reported a deferred income tax benefit of $0 compared to income tax benefit of $359,399 for the nine months ended September 30, 2014, a decrease of $359,399. The change was due to the correction of previous period deferred income tax benefit to more conservatively record deferred tax assets.

 

Capital Resources and Liquidity

As of September 30, 2015, we had $32,533 in cash and cash equivalents. Our cash outflows have consisted primarily of expenses associated with our operations. These outflows have been offset by the timely inflows of cash from our customers for sales that have been made. We have been able to utilize our relationships with affiliated entities to stabilize our liquidity needs.

 

We believe we can satisfy our cash requirements for the next twelve months only with our current cash and additional loans. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we will require financing to potentially achieve our growth goals.

 

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services.  Should this occur, we would likely seek additional financing to support the continued operation of our business.

 

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

Item 4.  CONTROLS AND PROCEDURES

 

a) Evaluation of Disclosure Controls. Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of our first fiscal quarter 2014 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2015.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2015 as we implement our Sarbanes Oxley Act testing.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In the ordinary course of our business, we are, from time to time, subject to various legal proceedings, including matters involving employees, customers, and suppliers. We may enter into discussions regarding settlement of claims or lawsuits, and may enter into settlement agreements, if we believe settlement is in the best interest of our stockholders. We do not believe that any existing legal proceedings or settlements, individually or in the aggregate, will have a material effect on our financial condition, results of operations, or liquidity.

 

Item 1A. Risk Factors.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits and Reports of Form 8-K.

 

(a)           Exhibits

 

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

 

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

 

(b)           Reports of Form 8-K  

 

None. 

 

Item 7. Up-dates and Clarifications to prior non-financial information

 

None.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ENERGY & TECHNOLOGY, CORP.
Date: November 13, 2015	By:	/s/ George M. Sfeir
		George M. Sfeir
		President, Chief Executive Officer, Chief Financial Officer, and Director

 

 

17

 

Exhibit 31.1

 

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER 

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

I, George M. Sfeir, certify that:

 

1.	I have reviewed this Form 10-Q of Energy & Technology Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrantas of, and for, the periods present in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	ENERGY & TECHNOLOGY, CORP.
Date: November 13, 2015	By:	/s/ George M. Sfeir
		George M. Sfeir
		President, Chief Executive Officer, Chief Financial Officer, and Director

 

 

 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

 

 

In connection with this Quarterly Report of Energy and Technology, Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George M. Sfeir, Chief Executive Officer and Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.	Such Quarterly Report on Form 10-Q for the period ending June 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Quarterly Report on Form 10-Q for the period ending June 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of Energy and Technology, Corp.

 

	ENERGY & TECHNOLOGY, CORP.
Date: November 13, 2015	By:	/s/ George M. Sfeir
		George M. Sfeir
		President, Chief Executive Officer, Chief Financial Officer, and Director