Attached files
| file | filename |
|---|---|
| EX-32.1 - Nugent Engine Technologies Inc. | exhibit_32-1.htm |
| EX-32.2 - Nugent Engine Technologies Inc. | exhibit_32-2.htm |
| EX-31.2 - Nugent Engine Technologies Inc. | exhibit_31-2.htm |
| EX-31.1 - Nugent Engine Technologies Inc. | exhibit_31-1.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 September 30, 2009
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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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City Center, 525 North Tryon Street, Suite 1600,
Charlotte, NC 28202
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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
Howard Hughes Center,
6080 Center Drive, 6th Floor, Los
Angeles, CA 90045
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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 November 13,
2009
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Page
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||
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PART I – FINANCIAL INFORMATION
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Item
1:
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Unaudited
Financial Statements
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3
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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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6
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Item
4T:
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Controls
and Procedures
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6
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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
1A:
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Risk
Factors
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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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7
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Item
4:
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Submission
of Matters to a Vote of Security Holders
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7
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Item
5:
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Other
Information
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7
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Item
6:
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Exhibits
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7
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SIGNATURES
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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 September 30, 2009 and December 31, 2008;
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F-2
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Statements
of Operations for the three and nine months ended September 30, 2009 and
the period from May 22, 2008 (inception) to September 30,
2009;
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F-3
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Statements
of Cash Flows for the nine month period ended September 30, 2009 and the
period from May 22, 2008 (inception) to September 30,
2009;
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F-4
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Statement
of Stockholder’s Equity (Deficit) from inception (May 22, 2008) through
September 30, 2009;
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F-5
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Notes
to Financial Statements.
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3
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NUGENT
ENGINE TECHNOLOGIES, INC.
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||||||||
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(formerly
known as Enterprise V Corporation)
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||||||||
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(A
Development Stage Company)
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AS
OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
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||||||||
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September
30,
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December
31,
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|||||||
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2009
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2008
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|||||||
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ASSETS
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(unaudited)
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(audited)
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||||||
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Current
Assets:
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||||||||
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Cash
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$ | - | $ | 100 | ||||
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Total
Current Assets
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- | 100 | ||||||
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TOTAL
ASSETS
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$ | - | $ | 100 | ||||
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LIABILITIES AND STOCKHOLDER’S
DEFICIT:
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||||||||
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Accounts
payable
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$ | - | $ | - | ||||
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Shareholder
Loan
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- | 1,933 | ||||||
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Total
Current Liabilities
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- | 1,933 | ||||||
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TOTAL
LIABILITIES
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- | 1,933 | ||||||
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Stockholder’s
Deficit:
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||||||||
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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, $.001 par value; 100,000,000 shares authorized; 2,100,000 shares
issued and outstanding
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2,100 | 2,100 | ||||||
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Additional
Paid-in capital
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7,126 | - | ||||||
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Deficit
Accumulated During the Development Stage
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(9,326 | ) | (4,033 | ) | ||||
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Total
Stockholder’s Deficit
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- | (1,833 | ) | |||||
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TOTAL
LIABILITIES AND STOCKHOLDER’S DEFICIT
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$ | - | $ | 100 | ||||
The
accompanying notes are an integral part of these financial
statements.
F-1
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NUGENT
ENGINE TECHNOLOGIES, INC.
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||||||||||||
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(formerly
known as Enterprise V Corporation)
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||||||||||||
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(A
Development Stage Company)
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FOR
THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND THE
PERIOD
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||||||||||||
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FROM
INCEPTION (MAY 22, 2008) TO SEPTEMBER 30, 2009
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||||||||||||
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(Unaudited)
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||||||||||||
| Inception | ||||||||||||
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Three
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Nine
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(May | ||||||||||
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Months
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Months
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22, 2008) | ||||||||||
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Ended
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Ended
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Through | ||||||||||
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September
30,
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September
30
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September 30, | ||||||||||
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2009
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2009
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2009 | ||||||||||
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Expenses:
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||||||||||||
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General
and Administrative Expenses
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$ | 1,300 | $ | 5,293 | $ | 9,326 | ||||||
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Total
Operating Expenses
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1,300 | 5,293 | 9,326 | |||||||||
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Net
Loss
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$ | (1,300 | ) | $ | (5,293 | ) | $ | (9,326 | ) | |||
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Net
Loss per Common Share – Basic and Diluted
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$ | (0.001 | ) | (0.003 | ) | $ | (0.004 | ) | ||||
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Weighted
Average Number Of Common
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||||||||||||
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Shares
Outstanding – Basic and Diluted
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2,100,000 | 2,100,000 | 2,100,000 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F-2
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NUGENT
ENGINE TECHNOLOGIES, INC.
|
||||||||
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(formerly
known as Enterprise V Corporation)
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||||||||
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(A
Development Stage Company)
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||||||||
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FOR
THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2009 AND
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THE
PERIOD FROM INCEPTION (MAY 22, 2008) TO SEPTEMBER 30, 2009
(Unaudited)
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||||||||
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Inception
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||||||||
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Nine
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(May
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|||||||
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Months
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22, 2008) | |||||||
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Ended
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Through
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|||||||
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September
30,
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September
30,
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|||||||
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2009
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2009 | |||||||
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Cash
Flows from Operating Activities:
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||||||||
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Net
Loss
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$ | (5,293 | ) | $ | (9,326 | ) | ||
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Changes
in:
Accounts
payable
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- | - | ||||||
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Net
Cash Flows Used in Operations
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(5,293 | ) | (9,326 | ) | ||||
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Cash
Flows from Financing Activities:
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||||||||
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Cash
proceeds from the issuance of founders shares
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- | 2,200 | ||||||
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Advances
from Shareholders
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5,193 | 7,126 | ||||||
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Net
Cash Flows Provided by Financing Activities
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5,193 | 7,126 | ||||||
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Net
Increase (Decrease) in Cash
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(100 | ) | - | |||||
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Cash
and Cash Equivalents – Beginning of Period
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100 | - | ||||||
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Cash
and Cash Equivalents – End of Period
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$ | - | $ | - | ||||
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Non-Cash
Transactions
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||||||||
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Forgiveness
of Shareholder Loan
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$ | 5,833 | $ | 5,833 | ||||
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SUPPLEMENTARY
INFORMATION
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||||||||
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Interest
Paid
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$ | - | $ | - | ||||
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Taxes
Paid
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$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
F-3
|
NUGENT
ENGINE TECHNOLOGIES, INC.
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||||||||||||||||||||||||||||
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(formerly
known as Enterprise V Corporation)
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||||||||||||||||||||||||||||
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(A
Development Stage Company)
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||||||||||||||||||||||||||||
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For
Period From May 22, 2008 (Inception) Through September 30,
2009
(Unaudited)
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||||||||||||||||||||||||||||
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Accumulated
|
Total
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|||||||||||||||||||||||||||
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(Deficit)
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Stockholder’s
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||||||||||||||||||||||||||
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Preferred
Stock
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Common
Stock
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Additional
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During
the
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|||||||||||||||||||||||||
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Number
of
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Number
of
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Paid-in
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Development
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Equity
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||||||||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Capital
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Stage
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(Deficit)
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||||||||||||||||||||||
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Inception
– May 22, 2008 (1)
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100,000 | $ | 100 | - | $ | - | $ | - | $ | - | $ | 100 | ||||||||||||||||
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Issuance
of stock to incorporator for expenses
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- | - | 2,100,000 | 2,100 | - | - | 2,100 | |||||||||||||||||||||
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Net
loss for period
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(4,033 | ) | (4,033 | ) | ||||||||||||||||||||||||
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Balances
– December 31, 2008
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100,000 | 100 | 2,100,000 | 2,100 | - | (4,033 | ) | (1,833 | ) | |||||||||||||||||||
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Contributions
from shareholders
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1,293 | 1,293 | ||||||||||||||||||||||||||
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Forgiveness
of Shareholder Loan Contribution
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5,833 | 5,833 | ||||||||||||||||||||||||||
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Net
loss for period
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- | - | - | - | - | (5,293 | ) | (5,293 | ) | |||||||||||||||||||
|
Balances
– September 30, 2009
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100,000 | $ | 100 | 2,100,000 | $ | 2,100 | $ | 7,126 | $ | (9,326 | ) | $ | - | |||||||||||||||
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(1)
Series A Preferred Convertible Stock (non-registered), with one (1) vote
per share.
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||||||||||||||||||||||||||||
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The
accompanying notes are an integral part of these financial
statements.
|
||||||||||||||||||||||||||||
F-4
NUGENT
ENGINE TECHNOLOGIES, INC.
(formerly
known as Enterprise V Corporation)
(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
September 30, 2009 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, 2008 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.
Recently
Adopted Accounting Pronouncements
Effective
June 30, 2009, the Company adopted a new accounting standard issued by the FASB
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on the
Company’s financial statements.
Recently
Issued Accounting Standards
In August
2009, the FASB issued an amendment to the accounting standards related to the
measurement of liabilities that are recognized or disclosed at fair value on a
recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.
In
October 2009, the FASB issued an amendment to the accounting standards related
to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
F-5
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 nine month period ended September 30, 2009, shareholders contributed capital
to the Company in the amount of $5,193. For the three month period ended
September 30, 2009, shareholders contributed capital to the Company in the
amount of $1,293. The shareholder loan balance was $1,933 on December
31, 2008 (interest expense is not imputed due to immateriality). During the nine
month period ended September 30, 2009 shareholders forgave the shareholders loan
balance of $5,833; this contribution is included as an increase to additional
paid in capital.
F-6
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
The
Company has been in existence less than one year with no operations comparable
financial information is not provided.
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.
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
4
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.
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 nine months ended September 30, 2009.
We did
not earn any revenues from January 1, 2009 through September 30, 2009. We
recognized a net loss of $5,293 for the nine months ended September 30,
2009. Expenses during this period were comprised of costs related to
filings of Exchange Act reports and costs associated with consummating an
acquisition.
Liquidity
and Capital Resources
As of
September 30, 2009, 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.
5
Off
Balance Sheet Arrangements
As of
September 30, 2009, 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.
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 January 31, 2009 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.
6
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
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
September 30, 2009.
None
|
Exhibit
Number
|
Description
of Exhibit
|
|
3.1
|
Articles
of Incorporation (1)
|
|
3.2
|
By-Laws
(1)
|
|
31.1
|
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
|
|
31.2
|
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
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
(1)
|
Previously
included as an exhibit to the Registration Statement on Form 10-SB12G
filed on November 20, 2007
|
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.
Nugent
Engine Technologies, Inc.
By:
/s/ Micheal
Nugent
Micheal
Nugent
Chief
Executive Officer
Nugent
Engine Technologies, Inc.
By:
/s/ Robert
Smith
Robert
Smith
Corporate
Secretary &
Chief
Financial Officer
7