TREND TECHNOLOGY CORP - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - TREND TECHNOLOGY CORP	aecoexhibit31093009.htm
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - TREND TECHNOLOGY CORP	aecoexhibit32093009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment 1

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to ___________________

Commission File Number : 000-50978

AMERICAS ENERGY COMPANY - AECo

(Exact name of registrant as specified in its charter)

Nevada		98-0343712
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

	1210 - 77 Hornby Street, Vancouver, B.C., V6Z 1S4
	(Address of principal executive offices)

	604-681-9588
	(Issuer's telephone number)

	TREND TECHNOLOGY INCORPORATION
	(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [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. See the Definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

The number of shares outstanding of each of the issuer's classes of common equity as of November 16, 2009:

20,504,595 shares of common stock

AMERICAS ENERGY COMPANY - AECo

Index

		Page Number
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements
	Balance Sheets	3
	Statement of Operations	4
	Statements of Stockholders' Equity (Deficit)	5
	Statement of Cash Flows	6
	Notes to Condensed Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4T.	Controls and Procedures	16

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

SIGNATURES		18

Explanatory Note:

On November 23, 2009, the Registrant filed its Quarterly Report on Form 10-Q for the three month period ended September 30, 2009 (the “Form 10-Q”). The Registrant is filing this Amendment No. 1 to the Form 10-Q (“Amendment No. 1”) solely to correct a submission error in which a file with word processing error was submitted instead of the intended file which the registrant had corrected. The submission contained all intended disclosure and some information clearly unrelated to the Registrant. This Amendment No. 1 completely replaces the Form 10Q

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to Amendment No. 1.

Other than as set forth above, Amendment No. 1 does not modify or update any of the other disclosure contained in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q on November 23, 2009.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	September 30,			March 31,
	2009			2009

ASSETS

Current Assets
Cash	$	-		$	805
Prepaid expenses		750			1,650
Deposit for the Definitive Merger Agreement (Note 12)		600,000			-
Total Current Assets		600,750			2,455

Total Assets	$	600,750		$	2,455

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued expenses	$	6,875		$	9,498
Loan payable, related party (Note 7)		-			3,968
Loan payable (Note 7)		-			7,935
Total Current Liabilities		6,875			21,401

Long-Term Debt (Note 8)		600,000			-

STOCKHOLDERS' DEFICIT
Common Stock (Note 10)
Authorized:
100,000,000 shares of common stock with a par value of $0.0001
Issued and outstanding:
20,504,595 shares of common stock (March 31, 2009: 20,404,600)		2,050			2,040

Additional paid-in capital		181,972			156,983
Deficit accumulated during the exploration stage		(190,147	)		(177,969	)
Total Stockholders' Deficit		(6,125	)		(18,946	)

Total Liabilities and Stockholders’ Deficit	$	600,750		$	2,455

The accompanying notes are an integral part of these financial statements.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

	March 1, 2003			Three			Three			Six			Six
	(commencement			Months			Months			Months			Months
	of operation) to			Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2009			2009			2008			2009			2008

Expenses
Bank charges and exchange (gain) loss	$	3,401		$	39		$	23		$	(70	)	$	45
Interest expenses		4,845			4,520			-			4,593			-
Filing and transfer agent fees		21,711			1,409			621			4,773			1,221
Office and miscellaneous		24,272			1,872			12			3,600			25
Mineral exploration		48,587			-			-			-			-
Professional fees		99,084			10,694			2,378			11,476			7,854
Travel expenses		441			-			-			-			-
Total expenses		202,341			18,534			3,034			24,372			9,145

Other income from loans forgiven		12,194			-			-			12,194			-

Net loss for the period	$	(190,147	)	$	(18,534	)	$	(3,034	)	$	(12,178	)	$	(9,145	)

Loss per shares - basic and diluted				$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares
outstanding - basic and diluted					20,504,595			20,404,600			20,465,799			20,404,600

The accompanying notes are an integral part of these financial statements.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Statements of Stockholders' Equity (Deficit)

Period from March 1, 2003 (commencement of operations) to September 30, 2009

(Expressed in U.S. Dollars)

(Unaudited)

							Deficit
							accumulated			Total
					Additional		during the			stockholders'
	Common stock				paid-in		exploration			equity
	Shares		Amount		capital		stage			(deficit)

Issuance of common stock for cash at $0.01 per share		19,804,600	$	1,980	$	97,043	$	-		$	99,023

Net loss and comprehensive loss for the period		-		-		-		(7,433	)		(7,433	)

Balance, March 31, 2004		19,804,600		1,980		97,043		(7,433	)		91,590

Net loss and comprehensive loss for the year		-		-		-		(32,493	)		(32,493	)

Balance, March 31, 2005		19,804,600		1,980		97,043		(39,926	)		59,097

Issuance of common stock for cash at $0.20 per share		600,000		60		59,940		-			60,000

Net loss and comprehensive loss for the year		-		-		-		(38,944	)		(38,944	)

Balance, March 31, 2006		20,404,600		2,040		156,983		(78,870	)		80,153

Net loss and comprehensive loss for the year		-		-		-		(38,243	)		(38,243	)

Balance, March 31, 2007		20,404,600		2,040		156,983		(117,113	)		41,910

Net loss and comprehensive loss for the year		-		-		-		(33,273	)		(33,273	)

Balance, March 31, 2008		20,404,600		2,040		156,983		(150,386	)		8,637

Net loss and comprehensive loss for the year		-		-		-		(27,583	)		(27,583	)

Balance, March 31, 2009		20,404,600		2,040		156,983		(177,969	)		(18,946	)

Issuance of common stock for cash at $0.25 per share		99,995		10		24,989		-			24,999

Net loss and comprehensive loss for the period		-		-		-		(12,178	)		(12,178	)

Balance, September 30, 2009		20,504,595	$	2,050	$	181,972	$	(190,147	)	$	(6,125	)

The accompanying notes are an integral part of these financial statements.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

	March 1, 2003			Six			Six
	(commencement			Months			Months
	of operation) to			Ended			Ended
	September 30,			September 30,			September 30,
	2009			2009			2008

Cash flows used in operating activities
Net loss for the period	$	(190,147	)	$	(12,178	)	$	(9,145	)
Forgiveness of loans and interest payable		(12,194	)		(12,194	)		-
Adjustments to reconcile net income (loss) to net cash
used in operating activities :
Prepaid expenses		(750	)		900			1,050
Accounts payable and accrued expenses		7,166			(2,332	)		(5,067	)
Net cash flows used in operating activities		(195,925	)		(25,804	)		(13,162	)

Cash flows from financing activities
Proceeds from issuance of common stock		184,022			24,999			-
Loan proceeds		611,903			600,000			-
Net cash flows provided by financing activities		795,925			624,999			-

Cash flows used in investing activities
Advance to related party		(600,000	)		(600,000	)		-
Net cash flows used in investing activities		(600,000	)		(600,000	)		-

Decrease in cash during the period		-			(805	)		(13,162	)

Cash, beginning of period		-			805			13,487

Cash, end of period	$	-		$	-		$	325

Supplemental cash flow information

Interest paid in cash	$	4		$	-		$	-

Income taxes paid in cash	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

1. Nature of Operations

Americas Energy Company-Aeco (previously known as Trend Technology Corporation) (the “Company”) was formed on February 16, 2001 under the laws of the State of Nevada and commenced operations on March 1, 2003. It is engaged in the acquisition and exploration of mineral properties. The Company has an office in California, United States. The Company had no operations before March 1, 2003.

On October 14, 2009, the name of the Company was changed to Americas Energy Company-Aeco in accordance with a Definitive Merger Agreement (see Note 12).

2. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instruction from Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Company’s audited financial statements for fiscal year ended March 31, 2009 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited interim balance sheets, statements of operations, stockholders’ equity (deficit), and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at September 30, 2009, and the results of operations and cash flows for the three and six months ended September 30, 2009, and for the period from March 1, 2003 (Date of Commencement) to September 30, 2009.

3. Going Concern Matters

In view of certain conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern. Management plans to continue to seek other sources of debt and equity financing on favorable terms and expects to keep its operating costs to a minimum until cash is available through financing or operating activities. There are no assurances that the Company will be successful in achieving these goals. The Company has not generated cash from operations yet and has an accumulated deficit of $190,147 at September 30, 2009. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

4. Recent Accounting Pronouncements

New accounting pronouncement recently adopted:

(a) Loss per share

On April 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. EITF 03-6-1 (“FSP EITF 03-6-1”), Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and affects entities that accrue cash dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the awards. FSP EITF 03-6-1 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The adoption of FSP EITF 03-6-1 does not have a material impact on the Company’s financial statements.

(b) Fair value of financial instruments

On April 1, 2009, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

· Level one – Quoted market prices in active markets for identical assets or liabilities;

· Level two – Inputs other than level one inputs that are either directly or indirectly observable; and

· Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The adoption of SFAS 157 has no material effect on the Company’s financial position or results of operations. The book values of cash and cash equivalents, accounts and note payable approximate their respective fair values due to the short-term nature of these instruments. The Company has no assets or liabilities that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the period ended September 30, 2009.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

4. Recent Accounting Pronouncements – Continued

Recent Issued Accounting Pronouncements

(i) Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies

In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” which amends and clarifies FASB Statement No. 141 (revised 2007), “Business Combinations”, to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. SFAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations beginning with the first annual period on or after December 15, 2008. The adoption of SFAS 141(R)-1 did not have an impact on the Company’s financial statements.

(ii) Consolidation of Variable Interest Entities

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 amends certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently assessing the impact of the adoption of SFAS 167 on the Company’s financial condition, results of operations and cash flows.

(iii) Fair Value Measurements and Disclosures

In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05 which provides additional guidance on how companies should measure liabilities at fair value and confirmed practices that have evolved when measuring fair value such as the use of quoted prices for a liability when traded as an asset. While reaffirming the existing definition of fair value, the ASU reintroduces the concept of entry value into the determination of fair value. Entry value is the amount an entity would receive to enter into an identical liability. Under the new guidance, the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer. The effective date of this ASU is the first reporting period (including interim periods) after August 26, 2009. Early application is permitted for financial statements for earlier periods that have not yet been issued. The adoption of this new standard is not expected to have a material impact on the financial statements.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

4. Recent Accounting Pronouncements – Continued

Recent Issued Accounting Pronouncements - Continued

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

5. Earnings per share

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable. There are no outstanding stock options or warrants at September 30, 2009.

6. Mineral Properties and Exploration

On April 23, 2004, the Company purchased the Rain #1 to Rain #20 (tenure number 407912 to 407931) mineral claims located in the Similkameen Mining Division, British Columbia, Canada, collectively known as Copper Prince Property, for a nominal amount from an officer of the Company.

As of December 31, 2006, the Company completed the phase one program of prospecting and geological mapping of the mineral claims and phase two program of geophysical surveying of the mineral claims.

On November 1, 2005, the Company acquired the Dalvenie Property located near Dease Lake, British Columbia which was comprised of 72 claims units covering approximately 4,446 acres through the Vice President of Exploration for a nominal amount of consideration. The Company completed a phase one exploration program on the property.

Having completed preliminary exploration on both the Copper Prince and Dalvenie Properties without significantly encouraging results, the Company has let its claims lapse and is seeking additional exploration financing and properties.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

6. Mineral Properties and Exploration – Continued

	March 1, 2003
	(Commencement		Three months ended				Six months ended
	of operation) to		September 30,				September 30,
	September 30, 2009		2009		2008		2009		2008

Mineral Exploration Expenses:

(a) Copper Prince Property
Consulting	$	23,000	$	-	$	-	$	-	$	-
Geochemical survey		2,700		-		-		-		-
Geophysical survey		4,237		-		-		-		-
Travel		6,800		-		-		-		-
	$	36,737	$	-	$	-	$	-	$	-

(b) Dalvenie Property
Acquisition cost	$	1,800	$	-	$	-	$	-	$	-
Assay fees		1,000		-		-		-		-
Consulting		5,050		-		-		-		-
Legal and regulatory		1,000		-		-		-		-
Travel		3,000		-		-		-		-
	$	11,850	$	-	$	-	$	-	$	-

Total	$	48,587	$	-	$	-	$	-	$	-

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

7. Loans payable

At March 31, 2009, the Company received operating loans of CAD$5,000 ($3,968) and CAD$10,000 ($7,935) from a shareholder and a third party company respectively. Both loans bore annual interest at 5% and were due on demand. On May 11, 2009, both loans and the accrued interest due were forgiven for no consideration paid by the Company. As a result, $12,194 has been recognized as “Other income” in these financial statements.

8. Long-term debt

During the quarter ended September 30, 2009, the Company received two loans from a third party totaling $600,000 for the payments pursuant to the Definitive Merger Agreement (“Agreement”) (see Note 12) both bearing interest at 5% per annum. The loans are secured by all of the assets of the Company. The first loan of $200,000 is due in full with all accrued interest on July 2, 2012. The second loan of $400,000 is due in full with all accrued interest on August 25, 2012. Total interest accrued up to September 30, 2009 on both loans was $4,521 which is included in accounts payable and accrued expenses.

9. Related Party Transactions

See Note 7.

At September 30, 2009, $50 was due to an officer on expenses incurred for exploration work in 2006.

Certain directors and officers of the Company provide services to the Company and receive nominal compensation for their services.

The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

10. Share Capital

On September 26, 2007, the Company completed a forward common stock split of 2 new shares for 1 outstanding old share. The financial statements have been retroactively restated to reflect the split.

11. Segmented Information

The Company’s business is considered as operating in one segment based upon the Company’s organizational structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations.

AMERICAS ENERGY COMPANY-Aeco

(Previously known as Trend Technology Corporation)

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2009

12. Commitment

The Company entered into a Binding Letter of Intent with Americas Energy Company based out of Knoxville, Tennessee (“AECo-Tennessee”), on July 3, 2009. The letter of intent ("LOI") sets forth the understanding, which was reached between AECo-Tennessee, a Nevada Corporation, and the Company concerning the acquisition of AECo-Tennessee by the Company. After the signing of the LOI, the Company paid $200,000 in cash to AECo-Tennessee. The LOI was replaced by a Definitive Merger Agreement (“Agreement”) on August 21, 2009 (the “Agreement).

The Merger shall become effective at the time and date that the certificate of merger of each of AECo-Tennessee and the Company (the “Certificate of Merger”), in form and substance acceptable to the Parties, is accepted for filing by the Secretary of State of the State of Nevada in accordance with the provisions related thereto. The date and time when the Merger becomes effective are the “Effective Time.”

At the Effective Time, AECo-Tennessee shall be merged with and into the Company for cash consideration of $800,000. The Company shall be the surviving entity in the Merger (the “surviving entity”) and shall continue its corporate existence under the laws of the State of Nevada, and shall immediately effect a name change. All properties, franchises and rights belonging to the Company and AECo-Tennessee, by virtue of the Merger and without further act or deed, shall be vested in the surviving entity, which shall thenceforth be responsible for all the liabilities and obligations of each of AECo-Tennessee and the Company.

Upon completion of the business combination, the Company’s assets shall be sold to an assignee named by a law firm at the closing for the sum of one dollar.

At September 30, 2009, a total of $600,000 had been paid to AECo-Tennessee’s shareholders.

At the Effective Time, all assets of AECo-Tennessee Common Stock outstanding immediately before the Effective Time shall be converted, by virtue of the Merger, into 17,000,000 shares of the Company Common Stock (the “Merger Shares”). It was agreed that upon closing the Company will have 32,000,000 shares issued and outstanding, with 1,000,000 shares held in escrow to be issued against the drawdown of funds and option to purchase additional shares as described in the next paragraph. These options shall exist for a period of 2 years.

As of the Effective Date after giving effect to the Merger, the shares in escrow shall be priced at $1.00 per share. When the shares are purchased, restricted shares shall be released from the escrow.

13. Subsequent Event

On October 6, 2009, an additional loan of $250,000 was received from the same third party as the Company’s previous loans (Note 8). The same amount was advanced to AEC according to the Agreement (Note 12). The loan is secured by all of the assets of the company, bears interest at 5% per annum and is due in full with all accrued interest on October 6, 2012.

Subsequent events have been considered through November 20, 2009, the date these financial statements were filed with the SEC.

Americas Energy Company – Aeco

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. Americas Energy Company (previously known as Trend Technology Corporation) (the “Company”, “we”, “us” or “our”) actual results could differ materially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the unaudited financial statements and notes thereto and the Plan of Operation included in this quarterly report on Form 10-Q for the quarter ended September 30, 2009.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

General Overview

During the period June to December, 2003, we obtained stock subscriptions for 9,902,300 shares at $0.01 per share under Regulation S and Rule 506 of Regulation D to raise proceeds of $99,023. This financing activity was done concurrently with our start up exploration activities. The proceeds obtained from our initial financing allowed us to complete the first two phases of our exploration program on the Copper Prince property. In October, 2005, we raised additional proceeds of $60,000 through a Regulation S private placement of 300,000 shares at $0.20 per share. These proceeds allowed us to complete a phase one work program on our Dalvenie Property.

We do not expect any significant changes in the number of our employees over the next 12 months. Our current management team will satisfy our requirements for the foreseeable future. Our Vice President of Exploration, Mr. Gerry Diakow, spends approximately 10 hours per month on our Company's affairs when he is not involved in field operations. When Mr. Diakow is involved in field operations, he may spend up to 50 hours per month on our Company's affairs. Our President, C.E.O. and C.F.O., Mr. Leonard MacMillan spends approximately five hours per month on our Company's affairs.

To date, we have completed three milestones in the execution of our business plan. The first milestone was the successful raising of start up financing in the amount of $99,023. In October, 2005, we raised an additional $60,000 through a private placement offering of 300,000 shares at $0.20 per share. We also consider this offering to be part of the financing milestone in the execution of our business plan. The second milestone was the completion of two phases of exploration on our Copper Prince Property. This property did not warrant further exploration and we have allowed the claims to lapse. The third milestone was the completion of phase one exploration work on the Dalvenie Property but results did not warrant further exploration and we have let these claims lapse.

In June, 2009, we raised proceeds of $24,998.70 through a Regulation S private placement of 99,995 common shares at $0.25 per share. These proceeds are being used for working capital.

Americas Energy Company – Aeco

The company entered into a Definitive Merger Agreement – signed August 26, 2009 and dated as of August 21, 2009 (the “Agreement”), among Trend Technology Corp., a Nevada Corporation (“TRET”), and Americas Energy Company (“AEC”), a Nevada Corporation.

Merger; Surviving Entity

In accordance with and subject to the provisions of the Agreement and the Nevada Corporations Code (“NCC”), at the Effective Time AEC shall be merged with and into TRET (the “Merger”), and TRET shall be the surviving entity in the Merger (the “surviving entity”) and shall continue its corporate existence under the laws of the State of Nevada, and shall immediately effect a name change. At the Effective Time, the separate existence of TRET shall cease. All properties, franchises and rights belonging to TRET and AEC, by virtue of the Merger and without further act or deed, shall be vested in the surviving entity, which shall thenceforth be responsible for all the liabilities and obligations of each of AEC and TRET.

TRET Current Assets

Upon completion of the business combination, TRET’s assets as of today’s date shall be sold to an assign named by Lanham & Lanham, LLC at the closing for the sum of one dollar ($1.00). AEC hereby agrees to cooperate in taking the necessary steps to transfer the right, title and interest in the assets of TRET to the assigned.

Cash Consideration due AEC

The parties have agreed to cash consideration of eight-hundred thousand US dollars ($800,000) will be disbursed in accordance with the following schedule:

Tranche 1 - $400,000: Upon the signing of the Definitive Agreement. AEC shall provide bank-wiring instructions.

Tranche 2 - $400,000: Filing the Super 8K with the Securities and Exchange Commission announcing the closing of this business combination. Closing of the business combination – the “Effective Time” to AEC for all licenses, rights and properties included and limited to AEC Assets to be transferred to TRET.

Equity Consideration due AEC shareholders.

Conversion of Common Stock - At the Effective Time, all assets of AEC Common Stock outstanding immediately before the Effective Time shall be converted, by virtue of the Merger, into Seventeen million (17,000,000) shares of TRET Common Stock (the “Merger Shares”). It is hereby agreed that upon closing the TRET will have thirty-two million (32,000,000) shares issued and outstanding. With one million (1,000,000) shares held in escrow to be issued against the drawdown of funds and option to purchase additional shares as described herein paragraph (a) below. These options shall exist for a period of two (2) years.

(a)	as of the Effective Date after giving effect to the Merger - The shares in escrow shall be priced at one dollar ($1.00) per share. As shares are purchased, restricted shares shall be released from the escrow.

During the quarter June to September 30, 2009 the Company signed two promissory notes at $200,000 US and $400,000 US. The notes are at 5% interest per annum and are due in 2012 although both may be repaid at anytime without penalty. The funds are being utilized to complete the acquisition of Americas Energy Company based out of Knoxville, Tennessee (“AECo – Tennessee”). AECo – Tennessee is a consolidator of high quality energy properties. AECo - Tennessee currently operates projects in both Kentucky and Tennessee. The funds will be utilized to bring selected projects to production.

Management believes that the business combination between the Company and AECo – Tennessee will expand the Company’s holdings and bring value to its shares. Although Management believes that in the short term the shareholders will be diluted, in the long term, the opportunity to increase its operations to the coal industry, especially in the United States, will ultimately benefit the Company and its shareholders.

Americas Energy Company – Aeco

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4T. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being September 30, 2009, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures were not effective as of September 30, 2009 because we identified material weaknesses in our internal control over financial reporting as described below. There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have affected, or are reasonably likely to affect our internal controls over financial reporting.

Despite the fact that all financial transactions are personally reviewed by our C.F.O., there are not enough independent employees or members of management to provide third party oversight and review of our C.F.O.’s activities. Due to the pending merger management anticipates the number of financial transactions on a monthly and annual basis to increase significantly. The number of individuals available to provide management oversight and reviews will increase accordingly. We expect improvements in our internal control over financial reporting to begin immediately upon completion of the merger. The completion of the merger is anticipated to be within the next 60 days.

Our company currently maintains a board of directors consisting of only one member. This small board of directors is inadequate for providing independent oversight of our management team and does not allow us to staff important board of director committees such as an independent audit committee. Given that our company has limited cash reserves, it is unlikely that we will be able to attract additional qualified members for our board of directors. This is a material weakness in our internal control over financial reporting. Additionally, to date, we do not have a designated financial expert and we do not have an established whistleblower program. These are also material weaknesses in our internal control over financial reporting.

(b) Changes in Internal Controls

There were no changes in the Company’s internal controls or other factors that could affect the Company’s internal controls subsequent to the date of their evaluation.

Americas Energy Company – Aeco

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None, for the three month period ended September 30, 2009

Item 3. Defaults Upon Senior Securities

None, for the three month period ended September 30, 2009

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

None, for the three month period ended September 30, 2009

Item 5. Other Information

None

Americas Energy Company – Aeco

Item 6. Exhibits

Americas Energy Company – Aeco, includes by reference the following exhibits:

10.1

Definitive Merger Agreement – signed August 26, 2009 and dated as of August 21, 2009 (the “Agreement”), among Trend Technology Corp., a Nevada Corporation (“TRET”), and Americas Energy Company (“AEC”), a Nevada Corporation filed as exhibit 10.2 with the registrant’s Current Report on Form 8-K/A; filed with the Securities and Exchange Commission on September 3, 2009.

Americas Energy Company – Aeco, includes herewith the following exhibits:

31.1

32.1

Certification of Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a)/15d-14(a))

Certification of Principal Executive Officer and Principal Financial Officer (18 U.S.C. 1350)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Americas Energy Company - Aeco

November 23, 2009	By:	/s/ Leonard MacMillan
		Leonard MacMillan
		President, CEO and Director, Principal Executive Officer,
		Principal Accounting Officer

Attached files

TREND TECHNOLOGY CORP Reports

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