posted
if we break this level we have a long trigger on the charts and it will run to .004 then in the next hour...After lunch time i see it running
Posts: 1065 | From: switzerland | Registered: Mar 2005
| IP: Logged |
posted
(GSEG) Specialized Leasing, Inc. is a company specializing in leasing equipment to a select clientele. The Company is supporting the legal, medical and real estate professional with computer hardware and software so they can forget about shopping, understanding and buying the latest version of computer peripherals and concentrate on their business. Specialized's leasing activities are conducted primarily through equipment wholesalers, such as ComputerXpress. Specialized's current lease products include desktop computers; notebook computers; laser and ink jet printers; scanners; digital cameras; overhead projectors; and PDA's. Manufacturers include Hewlett-Packard; Sager-Midern; Palm; Proxima; In-Focus; Toshiba; Sony; and many others. Specialized Leasing, Inc. presently employs nine employees.
Posts: 2309 | From: Minnesota | Registered: Feb 2006
| IP: Logged |
posted
GS Energy Corporation, through its subsidiaries, operates as a specialty metal manufacturer in North America. It produces customized automation and processing equipment for various industries and provides design, development, manufacturing, installation, and maintenance services for electronics, automotive, plastics, and other manufacturers. The company also offers Bulb Eater product line that crushes spent fluorescent lamps into small fragments and compacts them into 55-gallon containers, which are shipped for recycling. In addition, GS Energy offers EasyPak Recycling Program, which is offered as an alternative for customers who generate spent lamps, batteries, and ballasts. Further, the company offers pre-paid ground transportation services. It was formerly known as INSEQ Corporation and changed its name to GS Energy Corporation in July 2006. The company is based in New York City. GS Energy Corporation is a subsidiary of GreenShift Corporation.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
posted
whats driveing this stock? I have found no news that should make it run. Does anyone have a clue?
Posts: 148 | From: Hattiesburg Ms. | Registered: Dec 2004
| IP: Logged |
posted
When there is no news the movement may be due to 'manipulation' of some sort. Or maybe it's going up because......it's going up lol.
-------------------- Making it a little at a time....Now is the time to determine if you are a man or a mouse. Posts: 1543 | From: Ogilvie, MN, US | Registered: Apr 2004
| IP: Logged |
posted
Well what ever. It's cool with me I made good money on it. In * .0024 out * .0031
Posts: 148 | From: Hattiesburg Ms. | Registered: Dec 2004
| IP: Logged |
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
BUSINESS SUMMARY GS Energy Corporation, through its subsidiaries, operates as a specialty metal manufacturer in North America. It produces customized automation and processing equipment for various industries and provides design, development, manufacturing, installation, and maintenance services for electronics, automotive, plastics, and other manufacturers. The company also offers Bulb Eater product line that crushes spent fluorescent lamps into small fragments and compacts them into 55-gallon containers, which are shipped for recycling. In addition, GS Energy offers EasyPak Recycling Program, which is offered as an alternative for customers who generate spent lamps, batteries, and ballasts. Further, the company offers pre-paid ground transportation services. It was formerly known as INSEQ Corporation and changed its name to GS Energy Corporation in July 2006. The company is based in New York City. GS Energy Corporation is a subsidiary of GreenShift Corporation.
KEY EXECUTIVES :::
Mr. Kevin Kreisler , 33 Chairman and Chief Exec. Officer
Mr. Kreisler is currently the Chairman of the Board and Chief Executive Officer of GreenShift Corporation, and he serves as Chairman of the Board and Chief Executive Officer of Veridium Corporation, INSEQ Corporation, Enviro-Sciences Corporation, and General Ultrasonics Corporation. Mr. Kreisler is also a member of the board of directors of Ovation Products Corporation, Aerogel Composite, Inc., and TerraPass, Inc. Mr. Kreisler served as Veridium's vice-president from 1998 to 2000, president from 2000 to 2002, and chief executive officer from 2002 to February 2005. Mr. Kreisler is a graduate of Rutgers University College of Engineering (B.S., Civil and Environmental Engineering, 1994), Rutgers University Graduate School of Management (M.B.A., 1995), and Rutgers University School of Law (J.D., 1997). Mr. Kreisler is admitted to practice law in New Jersey and the United States District Court for the District of New Jersey.
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
This could be making more sense then I previous realized. I don't think this is an Ethanol run, I think its a possible clean water run.
Last week on CNBC the experts where saying the next stock that would have good growth would be anything that was related to clean water. They where saying around the world that clean drinking water is getting scarce, then I see this on the GSEG website
"We recently secured a license for kitchen and bath water applications of Ovation Product Corporation's proprietary new water purification technology. Ovation has invested over $9 million developing technology that offers dramatic price and performance advantages over competing clean water technologies. Ovation’s technology is a fire-hydrant sized appliance that is expected to generate 25 gallons of pure water per hour from a variety of dirty water input sources at a cost of approximately $0.004 per gallon, or about 1.2% of the cost of traditional home distillation methods. Ovation has been granted 11 patents for its technology and system, and has filed for an additional 5 patents to date.
We intend to address the issue of water conservation by providing consumers with the seamless and cost-effective ability to convert kitchen and bath wash waters into pure, reusable water. We are actively seeking qualified kitchen and bath appliance distributors for acquisition to accelerate sales cycles with the technology."
Posts: 512 | Registered: Jul 2004
| IP: Logged |
posted
Sterling Planet Supplies 18 Million kWh of Wind Energy Credits to National Envelope Aug 21, 2006 7:30:00 AM Copyright Business Wire 2006
NEW YORK--(BUSINESS WIRE)--Aug. 21, 2006--
National Envelope, the world's largest envelope manufacturer has signed a multi-year contract with Sterling Planet for the purchase of 18 million kilowatt hours of Renewable Energy Credits from wind energy projects located nationwide.
Wind energy is the fastest growing source of electricity in the USA. The National Envelope purchase serves to avoid the release from conventional electricity generation of approximately 25,056,000 pounds of carbon dioxide, the leading greenhouse gas. The environmental benefit compares to not taking nearly 10,000 drives between Los Angeles and New York City.
With this purchase, National Envelope gains entry into the Environmental Protection Agency's Green Power Partnership and its Green Power Leadership Club. To become a Partner, organizations replace a portion of their annual electricity consumption with green power. The Green Power Leadership Club further honors Green Power Partners that have made an exemplary green power purchase that significantly exceeds minimum Green Power Partnership purchase requirements.
National Envelope has a long-standing commitment to the environment, environmentally-sound products and eco-friendly business practices. For example, National Envelope is the first and only envelope converter in the United States to be certified to produce envelopes, announcements, and greeting cards that are accepted as meeting the standards of the Forest Stewardship Council and the Sustainable Forestry Initiative(R) program.
"This purchase of wind credits from Sterling Planet demonstrates our focus on being a good corporate citizen," says Nathan Moser, CEO. "We selected Sterling Planet as our provider because we were looking for the greatest value that would enable us to do our part for the environment while continuing to deliver the best quality envelopes at the lowest cost."
Renewable Energy Credits, also known as RECs, represent the environmental benefits of generating electricity by use of renewable energy sources such as the wind and sun. RECs are sold separately from the electrical output of renewable energy projects and are available to residential and non-residential customers nationwide through Sterling Planet, the nation's leading retail provider of renewable energy.
Sterling Planet caters to the needs of large corporations seeking to purchase RECs in large volume with economical multi-year pricing, while also serving residential customers nationwide. "We commend National Envelope, a visionary company with steadfast support of environmental causes, as shown through this major commitment to renewable energy," says Mel Jones, Sterling Planet's President and Chief Executive Officer. "We encourage other corporate citizens to follow National Envelope's example of stewardship."
About National Envelope Corporation
National Envelope is the largest envelope company in the world. Servicing the country with 21 manufacturing facilities coast-to-coast which operate utilizing the most technologically advanced folding, printing, and prepress equipment, National offers its customers unparalleled product selection and service. The company is the official converter for every major North American paper company as well as some of Europe's most prestigious mills. In addition to a full selection of envelopes, the company also offers a full range of announcement and greeting products. With over 3 billion envelopes in stock and a base of over 600 folding machines, National Envelope sets the standard for the envelope manufacturing industry.
About Sterling Planet, Inc.
Sterling Planet is the nation's leading retail provider of solar, wind and other clean, renewable energy through direct sales and electric utility partnerships. Sales to date have created environmental benefits comparable taking 613,500 cars off U.S. roads for a year. Founded in 2000, Sterling Planet was the first company to offer RECs (Renewable Energy Credits) to every U.S. home and business as a way to support sustainable energy production that benefits the environment, the economy and society in general. Today, Sterling Planet has 304 large commercial and industrial clients nationwide, including 31 utility partners in Connecticut, Florida, Massachusetts, New Jersey, New York and elsewhere. The company is also exploring emerging clean energy markets, maintaining a focus on businesses, universities, government clients and other companies seeking LEED credits for green building certification.
Sterling Planet is a division of GS Energy Corporation (OTC Bulletin Board: GSEG), an integrated clean energy company that was founded to facilitate the more efficient use of traditional sources of energy and the increased production and use of renewable sources of energy.
Safe Harbor Statement
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GS Energy Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
posted
great news - even is only a virtual sell (REC) it is important because when one sector start others will follow (and eventually also $$$)
Posts: 1442 | From: Lugano - Switzerland | Registered: Sep 2003
| IP: Logged |
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
posted
uptick and some volume maybe an afternoon run
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
-------------------------
FORM 10-QSB -------------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL QUARTER ENDED JUNE 30, 2006
COMMISSION FILE NO.: 0-32143
GS ENERGY CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
Delaware 20-3148296 -------------------------------------------------------------------------------- (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, N.Y. 10119 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
(212) 994-5374 -------------------------------------------------------------------------------- (Registrant's telephone number including area code)
Check mark 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 past 12 months (or for such shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ___ No X
The number of outstanding shares of common stock as of August 21, 2006 was: 2,228,180,943
Transitional Small Business Disclosure Format: Yes No X . ----- ---
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
<PAGE>
<TABLE>
<CAPTION>
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET JUNE 30, 2006 (UNAUDITED) -------------------------------------------------------------------------------- ASSETS: Current Assets: <S> <C> Cash ......................................................... $ 386,974 Accounts Receivable, net of reserve .......................... 756,009 Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts ............................... 97,836 Material & Supply Inventory .................................. 56,510 Prepaid Expenses ............................................. 27,549 ----------- Total Current Assets ........................................ 1,324,878
Net Fixed Assets ................................................ 778,411
Other Assets: Goodwill ..................................................... 2,462,100 Intangible Assets and License Agreements ..................... 110,000 Equity Investment ............................................ 140,182 Website Costs, net ........................................... 205,112 ----------- Total Other Assets ........................................ 2,917,394
----------- TOTAL ASSETS .................................................... $ 5,020,683 =========== LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities: Accounts Payable and Accrued Expenses ....................... $ 297,980 Current Portion of Mortgages and Notes Payable .............. 99,893 Investment Payable .......................................... 115,000 Loans Payable-Related Parties ............................... 328,974 Billings in Excess of Costs & Estimated Earnings on Uncompleted Contracts .............................. 337,524 Estimated Losses on Uncompleted Contracts ................... 758 ----------- Total Current Liabilities ............................... 1,180,129
Long Term Mortgages and Notes Payable, Net of Current Portion 929,032 -----------
----------- TOTAL LIABILITES ................................................ 2,109,161
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 Par Value: Series C: Authorized 2,200,000, 1,550,000 issued and ..... 1,550 outstanding Series D: Authorized 1,000,000, 1,000,000 issued and ..... 1,000 outstanding Common Stock, $0.001 Par Value, 5,000,000,000 authorized; 2,225,630,943 issued and outstanding .................... 2,225,631 Additional Paid-in-Capital .................................. 6,883,734 Accumulated Deficit ......................................... (6,200,393)
----------- TOTAL STOCKHOLDERS' EQUITY ..................................... 2,911,522
----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................... $ 5,020,683 ===========
The notes to the consolidated condensed financial statements are an integral part of these statements. </TABLE>
<PAGE>
<TABLE>
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, 2006 June 30, 2005 June 30, 2006 June 30, 2005 ------------- ------------- ------------- -------------
Operating Income (Loss) ....................... 33,786 (742,866) (635,757) (1,156,594)
Other Expense: Interest expense and financing costs ..... 30,267 25,004 261,426 190,179 Other Expense (Income) ................... (7,228) (26,488) --------------- --------------- --------------- --------------- Other Expense ......................... 23,039 25,004 234,938 190,179 --------------- --------------- --------------- ---------------
Income (Loss) before provision for income taxes 10,747 (767,870) (870,695) (1,346,773)
Provision for income taxes ............... -- -- -- -- --------------- --------------- --------------- ---------------
Net Income (Loss) ............................. $ 10,747 $ (767,870) $ (870,695) $ (1,346,773) =============== =============== =============== ===============
Net Income (Loss) per common share, basic and diluted ........................... -- -- -- -- =============== =============== =============== ===============
Weighted average shares of common stock Outstanding, basic and diluted ............. 1,886,838,122 1,527,836,884 3,856,506,602 896,006,237 =============== =============== =============== ===============
The notes to the consolidated condensed financial statements are an integral part of these statements. </TABLE>
<PAGE>
<TABLE>
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) <CAPTION>
Six Months Six Months Ending Ending June 30, 2006 June 31, 2005 -------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> Net cash used in operating activities ................ $ (64,922) $ (135,312)
CASH FLOWS FROM INVESTING ACTIVITIES Change in Investments Cash Paid on Purchase of Subsidiary ......................... -- (50,000) Cash Acquired on Purchase of Subsidiary ..................... -- 80,444 Purchase of equipment ....................................... (19,432) -- Investment in intangible assets ............................. (7,777) -- ----------- ----------- Net cash used in investing activities ................. (27,209) 30,444
Proceeds from issuance of convertible debt .................. -- 330,000 Payment of financing costs .................................. -- (33,000) Principal payments - mortgages and short term notes ......... (197,146) (3,420) Loans from related parties .................................. 256,883 151,285 Issuance of Common Stock - exercise of stock options ........ 262,500 Redemption of preferred stock ............................... -- (234,931) ----------- ----------- Net cash provided by financing activities .............. 322,237 209,934
----------- ----------- Increase/ (Decrease) in cash ................................ 230,106 105,066
Cash at beginning of period ................................. 156,868 -- ----------- -----------
Cash at end of period ....................................... $ 386,974 $ 105,066 =========== ===========
Conversion of debentures and interest into common stock ........ $ 404,122 $ 54,365 =========== ===========
Issuance of stock subscription ................................. $ 75,000 $-- =========== ===========
Issuance of Stock Options for Financing Fees ................... $ -- $ 176,485 =========== =========== Issuance of stock options for services ......................... $ 300,000 $-- =========== ===========
Issuance of common stock for services .......................... $ 160,000 $-- =========== ===========
Conversion of redeemable preferred stock into Series B preferred $-- $ 2,515,069 =========== ===========
Conversion of Series A Preferred stock to common stock ......... $ 3,000,000 $-- =========== ===========
Cancellation of Series B Preferred stock ....................... $ 252 $-- =========== ===========
Conversion of preferred Series C stock for convertible debt assumption ..................................................... $-- $ 2,936,897 =========== =========== Conversion of convertible debentures and interest into Series C Preferred stock ................................................ $ 1,150,369 $-- =========== ===========
The notes to the consolidated condensed financial statements are an integral part of these statements. </TABLE>
<PAGE>
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated condensed interim financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission with regard to Regulation S-B and, in the opinion of management, include in all adjustments which, except as described elsewhere herein, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in connection with the financial statements included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005.
2. ACQUISITIONS
WARNECKE
On June 1, 2005 the Company completed its acquisition of Warnecke Design Service, Inc., and Warnecke Rentals, L.L.C, for $489,904, $89,904 was paid in cash and $400,000 was paid by GreenShift Corporation in exchange for 400,000 Series C Preferred Shares. GreenShift Corporation owns 80% of the fully diluted capital stock of the Company. Warnecke, located in Ottoville, Ohio is a specialty metal manufacturer that produces equipment for an array of industries and provides design, development, manufacturing, installation and maintenance services for its clients. Warnecke's customers include electronics, automotive, plastics and other manufacturers, including several Fortune 500 companies.
SEPARATION AND RECOVERY TECHNOLOGIES, INC.
On September 15, 2005 the Company acquired 1,000 shares (or 100% of the outstanding shares of common stock) of Separation and Recovery Technologies, Inc. ("SRT"), in exchange for 434,782,608 unregistered shares of common stock of GS Energy in a tax-free stock-for-stock exchange. SRT holds certain exclusive rights to a new patented technology for the separation of plastics from solid wastes and non-exlusive rights to the technology for the separation of plastics from electronic equipment and white appliances. The new technology was developed by Argonne National Laboratory under a contract with the U.S. Department of Energy.
AIR CYCLE CORPORATION
On December 21, 2005, GS Energy acquired GreenShift's 30% stake in Air Cycle Corporation in return for 10% of GS Energy's fully diluted capital stock, which was executed by amending GreenShift's dilution protection agreement with GS Energy from 70% to 80%. The purchase price for the acquisition of Air Cycle Corporation by GreenShift Corporation ("GreenShift") was $265,000 ($50,000 in cash and $215,000 payable). Immediately following GreenShift's acquisition of Air Cycle Corporation, GreenShift transferred its ownership to the Company. The Company recorded an investment in Air Cycle Corporation at GreenShift's cost of $265,000, an investment payable of $215,000 and a $50,000 increase in paid-in capital. The investment payable was $115,000 as of June 30, 2006. Air Cycle offers recycling services and transportation throughout North America to assist facilities in the proper disposal of lamps, ballasts, batteries, and computer hardware. The Company accounts for the investment in Air Cycle using the equity method of accounting.
For the 3 months ending June 30, 2006 ---------- Net Sales $723,351
Net Loss (11,059)
Net Loss per Share -0-
<PAGE>
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. CONVERTIBLE DEBENTURES
CONVERSION OF DEBT
On February 2, 2006, Cornell Capital Partners, LP, converted $404,139 of debt into common stock. The amount converted equaled the entirety of the principal and accrued interest on the Convertible Debenture issued by GS Energy to Cornell.
ASSUMPTION BY GREENSHIFT
On February 7, 2006, GreenShift Corporation, GS Energy's majority shareholder, assumed certain convertible debentures GS Energy had previously issued to Highgate House Funds, Ltd., in the amount of $1,150,369, which included accrued interest of $89,734. Subsequently GS Energy issued 1,150,369 shares of GS Energy's Series C Preferred Stock to GreenShift in satisfaction of the debt. Shares of GS Energy's Series C Preferred Stock carry a face value of $1.00, and are convertible into GS Energy common stock at $0.01 per share.
The completion of the above described transactions resulted in the conversion of all of GS Energy's outstanding convertible debt with Cornell and Highgate, and the reduction of GS Energy's debt by a total of $1,554,508.
4. OPTIONS AND WARRANTS
The following is a table of stock options and warrants outstanding as June 30, 2006: <TABLE>
<CAPTION>
Number of Shares Weighted Average Exercise Price --------------- --------------- <S> <C> <C> Outstanding at December 31, 2005 587,500,000 $ .0005 Granted at fair value ......... 300,000,000 .0015 Forfeited .................... -- -- Exercised .................... (150,000,000) .0005 ------------ ------
Outstanding at March 31, 2006 ..... 737,500,000 .0009 Exercised .................... (225,000,000) .0001 ------------ ------ Outstanding at June 30, 2006 ...... 512,500,000 .0009 </TABLE>
<TABLE>
Summarized information about GS Energy's stock options outstanding at June 30, 2006 is as follows: <CAPTION>
Weighted Exercisable Average ----------------------------------- Exercise Prices Number of Remaining Weighted Number of Options Weighted Average Options Contractual Average Exercise Price Outstanding Life Exercise Price -------------------------------------------------------------------------------- ------------------------------------ <C> <C> <C> <C> <C> <C> $0.0005 162,500,000 9.00 0.0005 162,500,000 0.0005 $0.0005 100,000,000 9.00 0.0005 100,000,000 0.0005 $0.0015 250,000,000 10.00 0.0015 250,000,000 0.0015 --------------- ------------------ 512,500,000 512,500,000 </TABLE>
Options exercisable at June 30, 2006 were 512,500,000, with a weighted average exercise price of $0.001196 per share. The fair value of each option granted during 2005 and 2006 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. RELATED PARTY TRANSACTIONS
RIGHT OF FIRST REFUSAL MANUFACTURING AGREEMENT
WDS holds the right of first refusal to provide all of the equipment manufacturing needs of GS CleanTech Corporation and GS AgriFuels Corporation. GS Energy, GS CleanTech and GS AgriFuels are all majority held subsidiaries of GreenShift Corporation.
SALES TO GS ETHANOL TECHNOLOGIES
During the quarter ended June 30, 2006 WDS performed engineering and manufacturing services for GS Industrial Design, Inc. ("GIDC"), a subsidiary of GS CleanTech Corporation. GreenShift Corporation, the majority shareholder of GS Energy, is also the majority shareholder of GS CleanTech Corporation. Revenues related to services performed for GIDC totaled $62,324 for the quarter ended June 30, 2006.
GS Industrial Design has recently executed a number of agreements relative to its corn oil and animal fat extraction technologies and has acquired certain parts and inventory relating to these agreements that are located at WDS's manufacturing operation. WDS anticipates the commencement of work on these projects upon the completion of the final site engineering for each agreement.
ISSUANCE OF SERIES D PREFERRED STOCK
On May 5, 2006, GreenShift exchanged 3,000,000,000 shares of GS Energy common stock and 625,000 shares of GS Energy Series A Preferred Stock for 1,000,000 shares of GS Energy Series D Preferred Stock. GS Energy Series D Preferred Stock includes dilution protections such that the preferred shares are convertible into 80% of GS Energy's issued and outstanding capital stock at the time of conversion.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 24, 2006, GS Energy entered into a Share Purchase Agreement with its majority shareholder, GreenShift Corporation. The Agreement contemplates a closing to occur on or before June 30, 2006. At the closing, GreenShift agreed to transfer to GS Energy all of its interest in Sterling Planet, Inc. (approximately 10% of the capital stock), all of its interest in TerraPass, Inc. (approximately 10% of the capital stock), and al of the capital stock of four recently formed corporations: GS Solar, Inc., GS Wind, Inc., GS Hydro, Inc. and GS Wave, Inc. The latter four corporations were organized to engage in the development of clean energy projects. In exchange for the shares in the six corporations, GS Energy agreed to issue to GreenShift Corporation 450,000 shares of GS Energy Series C Preferred Stock, bringing to 2,200,000 the number of shares of GS Energy Series C Preferred Stock owned by GreenShift. GreenShift will be entitled to convert its 2,200,000 shares of GS Energy Series C Preferred Stock into 220,000,000 shares of GS Energy common stock. GreenShift will also be entitled to cast 220,000,000 votes at each meeting of GS Energy shareholders by reason of its ownership of the GS Energy Series C Preferred Stock. Each share of GS Energy Series C preferred Stock will have a $1.00 preference over the common stock in the event of a liquidation of GS Energy.
6. SUBSEQUENT EVENTS
UNREGISTERED SALE OF EQUITY SECURITIES
On July 1, 2006, GS Energy acquired from its majority shareholder, GreenShift Corporation, all of GreenShift's interest in Sterling Planet, Inc. (approximately 10% of the capital stock), all of its interest in TerraPass, Inc. (approximately 10% of the capital stock), and all of the capital stock of four recently formed corporations: GS Solar, Inc., GS Wind, Inc., GS Hydro, Inc. and GS Wave, Inc. The latter four corporations were organized to engage in the development of clean energy projects. In exchange for the shares in the six corporations, GS Energy issued to GreenShift Corporation 450,000 shares of GS Energy Series C Preferred Stock, bringing to 2,200,000 the number of shares of GS Energy Series C Preferred Stock owned by GreenShift.
GreenShift will be entitled to convert its 2,200,000 shares of GS Energy Series C Preferred Stock into 220,000,000 shares of GS Energy common stock. GreenShift will also be entitled to cast 220,000,000 votes at each meeting of GS Energy shareholders by reason of its ownership of the GS Energy Series C Preferred Stock. Each share of GS Energy Series C Preferred Stock will have a $1.00 preference over the common stock in the event of a liquidation of GS Energy.
<PAGE>
GS ENERGY CORPORATION (F/K/A INSEQ CORPORATION) AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. SUBSEQUENT EVENTS (CONTINUED)
NAME CHANGE
Effective on July 18, 2006, the Corporation filed with the Delaware Secretary of State a Certificate of Amendment of its Certificate of Incorporation. The amendment changed the name of the corporation to "GS Energy Corporation."
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans to," "estimates," "projects," or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled "Business Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
OVERVIEW
GS Energy Corporation ("we," "our," "us," "GS Energy," or the "Company") intends to build an integrated clean energy production company with a focus on distributed power generation and sales and the trading and sales of renewable energy and energy efficiency certificates.
Our growth efforts are currently focused on the identification and development of a number of qualified sites for small-scale clean energy production facilities such as biomass, solar, wind, wave and hydro power facilities. We intend to build, own and operate these facilities and develop a portfolio of long-term, small-scale clean energy producing assets. In addition to generating revenues from the sale of the power produced from these facilities, we intend to generate revenues from the sales of renewable energy certificates, or Green Tags, and energy efficiency certificates, or White Tags. Our current offerings include:
o Renewable Energy Certificates - a renewable energy certificate ("REC"), also known as Green Tags, are the intangible environmental benefits associated with generating one megawatt hour ("MWh") of electric energy by a renewable resource. RECs don't require the energy to be physically delivered to the buyer, but instead offset the difference between cost of the renewable power and power from fossil energy sources.
o Energy Efficiency Certificates - otherwise known as White Tags(TM) or EECs, these certificates are similar to Green Tags except that they represent one MWh of electricity savings due to the use of energy conservation methods and equipment.
o Specialty Manufacturing & Infrastructure Support - we provide highly specialized equipment manufacturing services and infrastructure support services relative to equipment used to produce clean fuels and clean energy.
We conduct our operations through our wholly-owned subsidiaries, GS Carbon Trading, Inc., GS Distributed Generation, Inc., and GS Manufacturing, Inc.
GS Carbon Trading holds minority stakes in Sterling Planet, Inc. (about 10%), a leading retail provider of solar, wind and other clean, renewable energy certificates, and TerraPass, Inc. (about 10%), an innovative clean energy sales company that focuses on offsetting the carbon dioxide output of personal vehicles with renewable energy and other carbon credits. GS Manufacturing also holds majority stakes in two subsidiaries, Warnecke Design Service, Inc. (100%), a specialty metal manufacturer, and Air Cycle Corporation (about 30%), a manufacturer of electronics and other recycling equipment.
GS Carbon Trading
Sterling Planet is the nation's leading retail renewable energy provider and has established a strong reputation as the premier market maker for renewable energy sales. Sterling has sold over 4 billion kilowatt hours of renewable energy since its inception, representing enough energy to power 350,000 homes for a full year and offset 2.6 million tons of carbon dioxide.
Sterling Planet currently services an impressive array of clients including Alcoa, The Coca-Cola Company, DuPont, Delphi Corporation, Duke University, University of Utah, Nike, Pitney Bowes, U.S. Environmental Protection Agency, the U.S. General Services Administration, the Homeland Security Department, Western Area Power Administration, New York State Energy Research and Development Authority (NYSERDA), the U.S. Army, Staples, Whirlpool Corporation, the World Resources Institute and over 150 other companies.
<PAGE>
GS Manufacturing
GS Manufacturing's wholly-owned Warnecke Design Service subsidiary is a specialty metal manufacturing company that provides custom equipment manufacturing services for its clients including machine design, machine building, control system electronics and programming, and maintenance support services. Warnecke currently services clients in the biofuels, automotive, electronics, lighting, plastics, rubber and food products industries. In addition, Warnecke Design holds the right of first refusal to provide all of the equipment manufacturing needs of GS CleanTech Corporation and GS AgriFuels Corporation. GS Energy, GS CleanTech and GS AgriFuels are all majority held subsidiaries of GreenShift Corporation.
GS Energy intends to rely heavily on the Warnecke Design group to provide specialty equipment and infrastructure support services relative to the deployment of GS Energy's planned distributed power production facilities.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
BUSINESS RISK FACTORS
There are many important factors that have affected, and in the future could affect, GS Energy's business, including but not limited to the factors discussed below, which should be reviewed carefully together with other information contained in this report. Some of the factors are beyond our control and future trends are difficult to predict.
There is substantial doubt concerning our ability to continue as a going concern.
GS Energy incurred a loss of $870,695 during the six months ended June 30, 2006, and GS Energy had approximately $386,974 in cash at June 30, 2006. These matters raise substantial doubt about GS Energy's ability to continue as a going concern. Management's plans include raising additional proceeds from debt and equity transactions and completing strategic acquisitions.
The exercise of our outstanding warrants and options and GS Energy's various anti-dilution and price-protection agreements could cause the market price of our common stock to fall, and may have dilutive and other effects on our existing stockholders.
The exercise of our outstanding warrants and options could result in the issuance of up to 512,500,000 shares of common stock, assuming all outstanding warrants and options are currently exercisable. Such issuances would reduce the percentage of ownership of our existing common stockholders and could, among other things, depress the price of our common stock. This result could detrimentally affect our ability to raise additional equity capital. In addition, the sale of these additional shares of common stock may cause the market price of our stock to decrease.
We may be unable to satisfy our current debts.
Our total liabilities as of June 30, 2006 were $2,109,161. We cannot afford to pay these amounts out of our operating cash flows.
We lack capital to fund our operations.
During the six months ended June 30, 2006 our operations used $64,922 in cash. In addition, during those six months we were required to make payments on some of our outstanding debts. Loans from some of our shareholders funded both the cash shortfall from operations and our debt service. Those individuals may not be able to continue to fund our operations or our debt service.
Our operations will suffer if we are unable to manage our rapid growth.
We are currently experiencing a period of rapid growth through internal expansion and strategic acquisitions. This growth has placed, and could continue to place, a significant strain on our management, personnel and other resources. Our ability to grow will require us to effectively manage our collaborative arrangements and to continue to improve our operational, management, and financial systems and controls, and to successfully train, motivate and manage our employees. If we are unable to effectively manage our growth, we may not realize the expected benefits of such growth, and such failure could result in lost sales opportunities, lost business, difficulties operating our assets and could therefore significantly impair our financial condition.
We may have difficulty integrating our recent acquisitions into our existing operations.
Acquisitions will involve the integration of companies that have previously operated independently from us, with focuses on different geographical areas. We may not be able to fully integrate the operations of these companies without encountering difficulties or experiencing the loss of key employees or customers of such companies. In addition, we may not realize the benefits expected from such integration.
Our use of percentage of completion accounting could result in a reduction or elimination of previously reported profits.
A substantial portion of our revenues are recognized using the percentage-of-completion method of accounting. This method of accounting results in us recognizing contract revenue and earnings over the term of a contract in the same periodic proportions as we incur costs relating to the contract. Earnings are recognized periodically, based upon our estimate of contract revenues and costs, except that a loss on a contract is recognized in full as soon as we determine that it will occur. Since the future reality may differ from our estimates, there is with each contract a risk that actual earnings may be less than our estimate. In that event, we are required to record an elimination of previously recognized earnings.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
BUSINESS RISK FACTORS (continued)
We will be unable to service our customers unless we can continue to retain top quality subcontractors and equipment manufacturers at favorable prices.
We rely on third party subcontractors and equipment manufacturers to complete our projects. The quality and timeliness of the services and equipment they provide determines, in part, the quality of our work product and our resulting reputation in the industry. In addition, if the amount we are required to pay for their services and equipment exceeds the amount we have calculated in bidding for a fixed-price contract, we will lose money on the contract. If we are unable to maintain relationships with subcontractors and manufacturers who will fill our requirements at a favorable price, our business will suffer.
Our failure to attract qualified engineers and management personnel could hinder our success.
Our ability to attract and retain qualified engineers and other professional personnel when we need them will be a major factor in determining our future success. There is a very competitive market for individuals with advanced engineering training, and we are not assured of being able to retain the personnel we will need.
Key personnel are critical to our business and our future success depends on our ability to retain them.
Our success depends on the contributions of our key management, environmental and engineering personnel. The loss of these officers could result in lost sales opportunities, lost business, difficulties operating our assets, difficulties raising additional funds and could therefore significantly impair our financial condition. Our future success depends on our ability to retain and expand our staff of qualified personnel, including environmental technicians, sales personnel and engineers. Without qualified personnel, we may incur delays in rendering our services or be unable to render certain services. We may not be successful in our efforts to attract and retain qualified personnel as their availability is limited due to the demand of hazardous waste management services and the highly competitive nature of the hazardous waste management industry. We do not maintain key person insurance on any of our employees, officers or directors.
Some of our existing stockholders can exert control over us and may not make decisions that further the best interests of all stockholders.
Our officers, directors and principal stockholders (greater that 5% stockholders) together control 100% of our outstanding Series D preferred stock. The preferred shares are convertible into 80% of our Common Stock. As a result, these stockholders, if they act individually or together, may exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in control of us and might affect the market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders and accordingly, they could cause us to enter into transactions or agreements which we would not otherwise consider.
GS Energy Corporation is not likely to hold annual shareholder meetings in the next few years.
Delaware corporation law provides that members of the board of directors retain authority to act until they are removed or replaced at a meeting of the shareholders. A shareholder may petition the Delaware Court of Chancery to direct that a shareholders meeting be held. But absent such a legal action, the board has no obligation to call a shareholders meeting. Unless a shareholders meeting is held, the existing directors elect directors to fill any vacancy that occurs on the board of directors. The shareholders, therefore, have no control over the constitution of the board of directors, unless a shareholders meeting is held. Management does not expect to hold annual meetings of shareholders in the next few years, due to the expense involved. Kevin Kreisler and James L. Grainer, who are currently the sole directors of GS Energy were appointed to that position by the previous directors. If other directors are added to the Board in the future, it is likely that Mr. Kreisler and Mr. Grainer will appoint them. As a result, the shareholders of GS Energy will have no effective means of exercising control over the operations of GS Energy.
Investing in our stock is highly speculative and you could lose some or all of your investment.
The value of our common stock may decline and may be affected by numerous market conditions, which could result in the loss of some or the entire amount invested in our stock. The securities markets frequently experience extreme price and volume fluctuations that affect market prices for securities of companies generally and very small capitalization companies such as us in particular.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
BUSINESS RISK FACTORS (continued)
The volatility of the market for GS Energy common stock may prevent a shareholder from obtaining a fair price for his shares.
The common stock of GS Energy is quoted on the OTC Bulletin Board. It is impossible to say that the market price on any given day reflects the fair value of GS Energy, since the price sometimes moves up or down by 50% or more in a week's time. A shareholder in GS Energy who wants to sell his shares, therefore, runs the risk that at the time he wants to sell, the market price may be much less than the price he would consider to be fair.
Our common stock qualifies as a "penny stock" under SEC rules which may make it more difficult for our stockholders to resell their shares of our common stock.
Our common stock trades on the OTC Bulletin Board. As a result, the holders of our common stock may find it more difficult to obtain accurate quotations concerning the market value of the stock. Stockholders also may experience greater difficulties in attempting to sell the stock than if it were listed on a stock exchange or quoted on the NASDAQ National Market or the NASDAQ Small-Cap Market. Because our common stock does not trade on a stock exchange or on the NASDAQ National Market or the NASDAQ Small-Cap Market, and the market price of the common stock is less than $5.00 per share, the common stock qualifies as a "penny stock." SEC Rule 15g-9 under the Securities Exchange Act of 1934 imposes additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an "established customer" or an "accredited investor." This includes the requirement that a broker-dealer must make a determination on the appropriateness of investments in penny stocks for the customer and must make special disclosures to the customer concerning the risks of penny stocks. Application of the penny stock rules to our common stock affects the market liquidity of the shares, which in turn may affect the ability of holders of our common stock to resell the stock.
Only a small portion of the investment community will purchase "penny stocks" such as our common stock.
GS Energy common stock is defined by the SEC as a "penny stock" because it trades at a price less than $5.00 per share. GS Energy common stock also meets most common definitions of a "penny stock," since it trades for less than $1.00 per share. Many brokerage firms will discourage their customers from purchasing penny stocks, and even more brokerage firms will not recommend a penny stock to their customers. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not consider a purchase of a penny stock due, among other things, to the negative reputation that attends the penny stock market. As a result of this widespread disdain for penny stocks, there will be a limited market for GS Energy common stock as long as it remains a "penny stock." This situation may limit the liquidity of your shares.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION SIX MONTHS ENDED JUNE 30, 2006
Revenues
Total revenues were $2,184,564 for the six months ended June 30, 2006, and $315,074 for the six months ended June 30, 2005.
The majority of revenues realized during six months ended June 30, 2006 were due to the operating activities of our recently acquired subsidiary, Warnecke Design Services, Inc. ("WDS"). WDS has traditionally engaged in the engineering and fabrication of manufacturing equipment for large domestic and international manufacturers, and revenues for the quarter ended June 30, 2006 related primarily to orders from that customer base.
WDS is currently executing a growth plan targeted at designing and fabricating processing equipment for the biofuels industry. This plan includes engineering and fabrication services for GS CleanTech Corporation, which is also owned by GS Energy's parent company, GreenShift Corporation, as well as for other nonaffiliated companies in the alternative fuels industry. Although the Company expects increases in revenue from these areas of expansion, there can be no assurance that the growth plan can be successfully implemented.
Cost of Revenues
Cost of revenues for the six months ended June 30, 2006 was $1,659,714, all of which was related to WDS. Cost of revenues included direct labor costs of $631,918, purchased components and other direct costs of $764,639, and indirect labor and manufacturing overhead of $263,157. Cost of revenues for the six months ended June 30, 2005 was $258,492.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended June 30, 2006 were $1,035,149. Selling, general and administrative expenses for the six months ended June 30, 2005 were $1,161,476. Selling, general and administrative expenses are expected to remain high as a percentage of sales until such time that the Company can achieve enough revenue growth and obtain the economies of scale necessary to support these expenses.
Interest Expense and Financing Costs
Interest expense and financing cost for the six months ended June 30, 2006 was $261,426. Interest expense and financing cost for the six months ended June 30, 2005 was $190,179. The interest expense was primarily attributable to our financing agreements with Cornell and Highgate.
We incurred $83,653 in amortization of financing costs during the six months ended June 30, 2006. These expenses represent the costs incurred in connection with the Highgate and Cornell Debentures and the fees we paid to compensate the parties associated with these financing transactions.
The Interest expenses and financing costs noted above are expected to decrease in future quarters due to the fact the Cornell Debentures were converted into common stock and the Highgate Debentures were assumed by GreenShift. Interest expense and financing costs could increase in future periods if the Company obtains new debt or equity financing.
Net Income and Net Loss
Our net loss for the six months ended June 30, 2006, was $870,695, and our net loss for the six months ended June 30, 2005 was $1,346,773. The net loss incurred was due to the expenses and other factors described above.
Liquidity and Capital Resources
The Company had $2,109,161 in liabilities at the end of the six months ended June 30, 2006
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
SIX MONTHS ENDED JUNE 30, 2006
Liquidity and Capital Resources (continued)
On February 7, 2006, GreenShift Corporation, GS Energy's majority shareholder, assumed certain convertible debentures GS Energy Corporation had previously issued to Highgate House Funds, Ltd., in the amount of $1,150,369, which included accrued interest of $89,734. In return for GreenShift's assumption of this debt, GS Energy issued GreenShift 1,150,369 shares of GS Energy's Series C Preferred Stock. Shares of GS Energy's Series C Preferred Stock carry a face value of $1.00, pay a coupon of 8%, and are convertible into GS Energy Corporation common stock at $0.01 per share.
Additionally, on February 2, 2006, Cornell Capital Partners, LP, converted $404,139 of debt into common stock. The amount converted equaled the entirety of the principal and accrued interest on the Convertible Debenture issued by GS Energy to Cornell.
The completion of the above described transactions resulted in the conversion of all of GS Energy's outstanding convertible debt with Cornell and Highgate, and the reduction of GS Energy's debt by a total of $1,554,508.
The Company had $297,980 in accounts payable and accrued expenses at June 30, 2006. The Company may not be able to satisfy these amounts predominantly out of cash flows from its operations, and may need to obtain additional financing to satisfy these obligations.
As of June 30, 2006, the Company owed $22,076 to various officers.
At the present time the Company does not have commitments from anyone to provide funds for the operations of GS Energy. Management continues to seek funding and any additional funding that is obtained is likely to involve the issuance of large amounts of stock, and will further dilute the interests of the existing shareholders.
Cash
Our primary sources of liquidity are cash provided by investing and financing activities. For the six months ended June 30, 2006, net cash used in operating activities was $64,922.
Liquidity
We used cash provided from investing and financing activities to fund operations. We intend to use cash provided from operating activities to fund operations during the fiscal year 2006.
The Company's capital requirements consist of general working capital needs, scheduled principal and interest payments on debt, obligations and capital leases and planned capital expenditures. The Company's capital resources consist primarily of cash generated from the issuance of debt and common stock. The Company's capital resources can be expected to be impacted by changes in accounts receivable as a result of revenue fluctuations, economic trends, and collection activities. At June 30, 2006 the Company had $386,974 in cash.
Cash Flows for the Quarter Ended June 30, 2006
For the six months ending, 2006, we obtained net cash from financing of $322,237 and used cash for investing activities of $27,209.
The Company had a working capital position of $144,749 at June 30, 2006. In reviewing our financial statements as of June 30, 2006, our auditor concluded that there was substantial doubt as to our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the six months ended June 30, 2006, Cornell Capital Partners converted a total of $404,139 of debt and interest into 436,956,966 shares of the Company's common stock and on March 24, 2006, GreenShift converted 375,000 shares of GS Energy Corporation Series A Preferred Stock into 3,000,000,000 shares of common stock. Each of the issuances was exempt pursuant to Section 4(2) of the Securities Act since the issuance was not made in a public offering and was made to an entity whose principals has access to detailed information about the Company and which was acquiring the shares for its own account. There was no underwriter.
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
The following are exhibits filed as part of the Company's Form 10-QSB for the period ended June 30, 2006:
Exhibit Number Description
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chairman and Chief Executive Officer and President, Chief Operating Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the date indicated.
GS ENERGY CORPORATION By: /S/ KEVIN KREISLER ----------------------- KEVIN KREISLER Chairman and Chief Executive Officer Date: August 21, 2006
/S/ JAMES GRAINER ---------------------- By: JAMES GRAINER Director, Chief Financial Officer, Chief Accounting Officer Date: August 21, 2006
<PAGE>
Exhibit 31.1
CERTIFICATION OF QUARTERLY REPORT
I, KEVIN KREISLER, certify that:
1. I have reviewed this Annual Report on Form 10-QSB of GS Energy Corporation;
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 registrant as of, and for, the periods presented 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)) 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. 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,
c. Disclosed in this report any change in the registrant's internal control over financial 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.
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 Company's Board of Directors 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 involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ KEVIN KREISLER KEVIN KREISLER Date: August 21, 2006
<PAGE>
[GRAPHIC OMITTED]
8
Exhibit 31.2
CERTIFICATION OF QUARTERLY REPORT
I, JAMES GRAINER, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of GS Energy Corporation;
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 registrant as of, and for, the periods presented 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)) 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. 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,
c. Disclosed in this report any change in the registrant's internal control over financial 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.
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 Company's Board of Directors 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 involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ JAMES GRAINER ------------------------------ JAMES GRAINER
Date: August 21, 2006
[GRAPHIC OMITTED] 8
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of GS Energy Corporation (the "Company"), certifies that:
1. The Quarterly Report on Form 10-QSB of the Company for the Quarter ended June 30, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ KEVIN KREISLER Dated: August 21, 2006 KEVIN KREISLER Chief Executive Officer /S/ JAMES GRAINER Dated: August 21, 2006 JAMES GRAINER Chief Financial Officer
This certification is made solely for the purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.
</TEXT> </DOCUMENT>
Exhibit 31.1
CERTIFICATION OF QUARTERLY REPORT
I, KEVIN KREISLER, certify that:
1. I have reviewed this Annual Report on Form 10-QSB of GS Energy Corporation;
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 registrant as of, and for, the periods presented 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)) 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. 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,
c. Disclosed in this report any change in the registrant's internal control over financial 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.
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 Company's Board of Directors 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 involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ KEVIN KREISLER ------------------------------------- KEVIN KREISLER
Date: August 21, 2006
</TEXT> </DOCUMENT>
Exhibit 31.2
CERTIFICATION OF QUARTERLY REPORT
I, JAMES GRAINER, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of GS Energy Corporation;
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 registrant as of, and for, the periods presented 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)) 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. 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,
c. Disclosed in this report any change in the registrant's internal control over financial 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.
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 Company's Board of Directors 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 involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ JAMES GRAINER -------------------------------- JAMES GRAINER
Date: August 21, 2006
</TEXT> </DOCUMENT>
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of GS Energy Corporation (the "Company"), certifies that:
1. The Quarterly Report on Form 10-QSB of the Company for the Quarter ended June 30, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ KEVIN KREISLER --------------------------------------- Dated: August 21, 2006 KEVIN KREISLER Chief Executive Officer
/S/ JAMES GRAINER --------------------------------------- Dated: August 21, 2006 JAMES GRAINER Chief Financial Officer
This certification is made solely for the purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
posted
looks like a string close .0036 x .0037 volume coming in
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
| IP: Logged |
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
