Attached files
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EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - TREND TECHNOLOGY CORP | aecoexhibit311123109.htm |
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - TREND TECHNOLOGY CORP | aecoexhibit321123109.htm |
EX-10.5 - AGREEMENT FOR SALE OF ALL SHARES IN EVANS COAL CORP. - TREND TECHNOLOGY CORP | aecoexhibit101123109.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended December 31,
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.) | |
249 N. Peter Rd.,
Suite 300
Knoxville, Tennessee
37923
|
||
(Address of principal executive offices) | ||
865-238-0668 | ||
(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 o
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 o 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.
o Large accelerated
filer o Accelerated
filer o
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 o
No x
The
number of shares outstanding of each of the issuer's classes of common equity as
of January 31, 2010: 53,524,595 shares
of common stock.
1
AMERICAS
ENERGY COMPANY - AECo
Index
|
||||
Page
|
||||
Number
|
||||
PART
I.
|
FINANCIAL
INFORMATION
|
|||
Item
1.
|
Financial
Statements
|
|||
Balance
Sheets
|
3
|
|||
Statements
of Operations
|
4
|
|||
Statement
of Stockholders' Equity (Deficit)
|
5
|
|||
Statements
of Cash Flows
|
6
|
|||
Notes
to Condensed Financial Statements
|
7
|
|||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition
|
|||
and
Results of Operations
|
12
|
|||
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 1a. | Risk Factors | 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
|
18
|
||
SIGNATURES
|
23
|
2
AMERICAS
ENERGY COMPANY-AECo
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Balance
Sheets
(Expressed
in U.S. Dollars)
(Unaudited)
December
31,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | - | $ | 805 | ||||
Prepaid
expenses
|
300 | 1,650 | ||||||
Deposit
for the Definitive Merger Agreement (Note 12)
|
1,350,000 | - | ||||||
Total
Current Assets
|
1,350,300 | 2,455 | ||||||
Total
Assets
|
$ | 1,350,300 | $ | 2,455 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 26,257 | $ | 9,498 | ||||
Loan
payable, related party (Note 7)
|
- | 3,968 | ||||||
Loan
payable (Note 7)
|
- | 7,935 | ||||||
Total
Current Liabilities
|
26,257 | 21,401 | ||||||
Long-Term
Debt (Note 8)
|
1,350,000 | - | ||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Common
Stock (Note 10)
|
||||||||
Authorized:
|
||||||||
100,000,000
shares of common stock with a par value of $0.0001
|
||||||||
Issued
and outstanding:
|
||||||||
20,524,595
shares of common stock (March 31, 2009: 20,404,600)
|
2,052 | 2,040 | ||||||
Additional
paid-in capital
|
231,970 | 156,983 | ||||||
Deficit
accumulated during the exploration stage
|
(259,979 | ) | (177,969 | ) | ||||
Total
Stockholders' Deficit
|
(25,957 | ) | (18,946 | ) | ||||
Total
Liabilities and Stockholders’ Deficit
|
$ | 1,350,300 | $ | 2,455 | ||||
The
accompanying notes are an integral part of these financial
statements.
3
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
|
Nine
|
Nine
|
||||||||||||||||
(commencement
|
Months
|
Months
|
Months
|
Months
|
||||||||||||||||
of
operations) to
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
December
31,
|
December
31,
|
December
31,
|
December
31,
|
December
31,
|
||||||||||||||||
2009
|
2009
|
2008
|
2009
|
2008
|
||||||||||||||||
|
||||||||||||||||||||
Expenses
|
||||||||||||||||||||
Bank
charges and exchange (gain) loss
|
$ | 3,401 | $ | - | $ | 32 | $ | (70 | ) | $ | 77 | |||||||||
Interest
expenses
|
18,675 | 13,830 | 88 | 18,423 | 88 | |||||||||||||||
Filing
and transfer agent fees
|
22,641 | 930 | 1,191 | 5,703 | 2,412 | |||||||||||||||
Office
and miscellaneous
|
74,272 | 50,000 | 206 | 53,600 | 231 | |||||||||||||||
Mineral
exploration
|
48,587 | - | - | - | - | |||||||||||||||
Professional
fees
|
104,156 | 5,072 | 11,510 | 16,548 | 19,364 | |||||||||||||||
Travel
expenses
|
441 | - | - | - | - | |||||||||||||||
Total
expenses
|
272,173 | 69,832 | 13,027 | 94,204 | 22,172 | |||||||||||||||
Other
income from loans forgiven
|
12,194 | - | - | 12,194 | - | |||||||||||||||
Net
loss for the period
|
$ | (259,979 | ) | $ | (69,832 | ) | $ | (13,027 | ) | $ | (82,010 | ) | $ | (22,172 | ) | |||||
Loss
per shares - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted
average number of shares
|
||||||||||||||||||||
outstanding
- basic and diluted
|
20,508,073 | 20,404,600 | 20,479,942 | 20,404,600 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
4
AMERICAS
ENERGY COMPANY-AECo
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Statement
of Stockholders' Equity (Deficit)
Period
from March 1, 2003 (commencement of operations) to December 31,
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 | |||||||||||||||
Issuance
of common stock for services
|
20,000 | 2 | 49,998 | - | 50,000 | |||||||||||||||
Net
loss and comprehensive loss for the period
|
- | - | - | (82,010 | ) | (82,010 | ) | |||||||||||||
Balance,
December 31, 2009
|
20,524,595 | $ | 2,052 | $ | 231,970 | $ | (259,979 | ) | $ | (25,957 | ) |
The
accompanying notes are an integral part of these financial
statements.
5
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
|
Nine
|
Nine
|
||||||||||
(commencement
|
Months
|
Months
|
||||||||||
of
operations) to
|
Ended
|
Ended
|
||||||||||
December
31,
|
December
31,
|
December
31,
|
||||||||||
2009
|
2009
|
2008
|
||||||||||
Cash
flows used in operating activities
|
||||||||||||
Net
loss for the period
|
$ | (259,979 | ) | $ | (82,010 | ) | $ | (22,172 | ) | |||
Forgiveness
of loans and interest payable
|
(12,194 | ) | (12,194 | ) | - | |||||||
Common
Stock issued for services
|
50,000 | 50,000 | - | |||||||||
Adjustments
to reconcile net income (loss) to net cash
|
||||||||||||
used
in operating activities :
|
||||||||||||
Prepaid
expenses
|
(300 | ) | 1,350 | 1,500 | ||||||||
Accounts
payable and accrued expenses
|
26,548 | 17,050 | (854 | ) | ||||||||
Net
cash flows used in operating activities
|
(195,925 | ) | (25,804 | ) | (21,526 | ) | ||||||
Cash
flows from financing activities
|
||||||||||||
Proceeds
from issuance of common stock
|
184,022 | 24,999 | - | |||||||||
Loan
proceeds
|
1,361,903 | 1,350,000 | 8,166 | |||||||||
Net
cash flows provided by financing activities
|
1,545,925 | 1,374,999 | 8,166 | |||||||||
Cash
flows used in investing activities
|
||||||||||||
Advance
to related party
|
(1,350,000 | ) | (1,350,000 | ) | - | |||||||
Net
cash flows used in investing activitiesl
|
(1,350,000 | ) | (1,350,000 | ) | - | |||||||
Decrease
in cash during the period
|
- | (805 | ) | (13,360 | ) | |||||||
Cash,
beginning of period
|
- | 805 | 13,487 | |||||||||
Cash,
end of period
|
$ | - | $ | - | $ | 127 | ||||||
Supplemental
cash flow information
|
||||||||||||
Interest
paid in cash
|
$ | 4 | $ | - | $ | - | ||||||
Income
taxes paid in cashll
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
6
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)
December
31, 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. The Company changed its name to Americas Energy Company-AECo in
anticipation of the acquisition of Americas Energy Company, a Nevada
corporation. The acquisition became effective on January 21, 2010
(See Note 12 - Subsequent Events).
2.
Basis of Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with the instructions 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 results of operations for the interim periods presented
are 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 December 31, 2009, and the results of operations and cash flows for
the three and nine months ended December 31, 2009, and for the period from March
1, 2003 (Date of Commencement) to December 31, 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 $259,979 at December 31, 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.
7
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)
December
31, 2009
4.
Recent Accounting Pronouncements
New
accounting pronouncement recently adopted:
(i)
Accounting for Uncertainty in Income Taxes
On April
1, 2009, the Company adopted ASC Topic 740-10, “Income Taxes”. ASC Topic
740-10 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with ASC Topic 740, “Income Taxes”. The adoption
of the ASC Topic 740-10 did not have an impact on the financial
position and results of operations of the Company.
(ii)
Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
that Arise from Contingencies
On May 1,
2009, the Company adopted ASC Topic 805 “Business
Combination” which addresses application issues on initial and
subsequent recognition and measurement arising from contingencies in a business
combination. The effect of the adoption of ASC Topic 805 on the
Company’s financial statements is dependent on future business
combinations.
(iii)
Fair Value Measurements and Disclosures
On
September 1, 2009, the Company adopted 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 adoption of this new standard did not have a material impact on
the financial statements.
8
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)
December
31, 2009
4.
Recent Accounting Pronouncements – Continued
(iv) Fair
value of financial instruments
On April
1, 2009, the Company adopted ASC Topic 820, Fair Value Measurements,
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 ASC Topic 820 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 December 31, 2009.
New
Accounting Pronouncements
(i)
Consolidation of Variable Interest Entities
In June
2009, the FASB issued ASC Topic 810, “Consolidation”, 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 ASC Topic 810 on
the Company’s financial condition, results of operations and cash
flows.
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 December 31, 2009.
9
6.
Mineral Properties and Exploration
Having
completed preliminary exploration on the Copper Prince and Dalvenie Properties
without significantly encouraging results, the Company has let its claims
lapse.
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 period ended December 31, 2009, the Company received four loans from a third
party totaling $1,350,000 for the payments pursuant to the Definitive
Merger Agreement (“Agreement”) (see Note 12) 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.
The third loan of $250,000 is due in full with all accrued interest on October
6, 2012. The fourth loan of $500,000 is due in full with all accrued interest on
August 25, 2012. Total interest accrued up to December 31, 2009 on loans was
$18,350, which is included in accounts payable and accrued
expenses.
9.
Related Party Transactions
See Note
7.
At
December 31, 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 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.
On
December 22, 2009, the Company issued 20,000 shares of its common stock to an
officer for services. The services were valued at $50,000; the fair value of the
common shares issued, and was charged to operations.
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, and the availability of separate financial results and
materiality considerations.
10
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)
December
31, 2009
12.
Subsequent Events
Acquisition
and Merger with Americas Energy Company, a Nevada corporation.
On
October 14, 2009, the Company changed its name from Trend Technology Corporation
to Americas Energy Company-AECo in anticipation of the acquisition of Americas
Energy Company, a Nevada corporation.
On
January 11, 2010, a loan of $ 3,300,000 was received from the same third party
as the Company’s previous loans. 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 January 11, 2013.
On
January 21, 2010, Americas Energy Company, a Nevada Corporation “AECO
(Private)”, merged (the "Merger") with and into Americas Energy Company-AECo, a
Nevada corporation “AENY (PubCo)”. AENY (PubCo) as the surviving entity acquired
the business of AECO (Private) pursuant to the Merger and will continue the
business operations, as a publicly-traded company under the name Americas Energy
Company-AECo. (the “Company”).
The
Company has exchanged thirty-three million (33,000,000) shares of Common Stock
(the “Merger Shares”) or all the issued and outstanding equity in Americas
Energy Company, a Nevada Corporation “AECO (Private)” and at the time of the
closing had disbursed a total of two million dollars ($2,000,000) to AECO
(Private) in pursuant to the merger agreement.
Americas
Energy Company, a Nevada Corporation “AECO (Private) was formed on July 13,
2009 as a Nevada corporation. AECO (Private) is a consolidator of
high quality energy properties, operating out of its main offices in Knoxville,
TN. They currently operate projects in both Kentucky and Tennessee.
Information
pertaining to AECO (Private), including a copy of its audited financial
statements as of November 30, 2009, and a copy of the merger
agreement were filed with the company’s current report on Form 8-K
with the Securities Exchange Commission on January 27, 2010.
On
January 22, 2010, the Company accepted the resignation of Leonard MacMillian as
President, Chairman and CEO and appointed Chris Headrick as President, Chairman
and CEO. Mr. Headrick was the President and CEO of Americas Energy Company, a
Nevada Corporation “AECO (Private)”
On
February 6, 2010, the Company entered into an agreement to purchase all of the
outstanding shares of Evans Coal Corp., a Kentucky corporation "Evans." The
purchase price is $400,000 [which had already been advanced by Americas Energy
Company (Private) prior to January 21, 2010]; $2,600,000 paid upon execution of
the agreement; $4,000,000 due at the closing on the 5th day
of March 2010 and $25,000,000 to be paid at the rate of $5.00 per short ton of
coal mined, sold and shipped from the leaseholds of Evans. Minimum payments of
at least $500,000 per quarter shall be made commencing March 31, 2011. The
$25,000,000 is to be secured by a promissory note and the note Matures on March
5, 2025. The note contains two contingencies related to future permits to mine
on two defined leaseholds. If permits are not obtained on the “Artemus” project
by December 31, 2010 then the principal of the note shall be reduced by
$10,000,000. If permits are not obtained on the “Breathitt” project by December
31, 2016 then the principal of the note shall be reduced by $5,000,000. In
addition to the purchase price a separate finder’s fee is to be paid as a 2%
override to A.Y. Evans, Jr.
Subsequent
events have been considered through February 16, 2009, the date of these
financial statements.
11
Americas
Energy Company – AECo
Item
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Explanatory
Note: On January 21, 2010 we completed a Merger with Americas Energy Company, a
Nevada corporation(“Americas Energy Company(Private)”); as the result of the
Merger and the change in the business and operations, a discussion of the past
financial results of Americas Energy Company-AECo (formerly Trend Technology,
Inc.) is not pertinent as the financial results of Americas Energy Company
(Private), the accounting acquirer, will be considered the financial results of
the Company on a going-forward basis. We have incorporated by reference our
Current Report on Form 8K filed January 27, 2010 which contain audited financial
statements for Americas Energy Company (Private) to November 30, 2009and have
included in this Quarterly Report on form 10Q updated proforma statements to
December 31, 2009.
The
following Plan of Operation contains forward-looking statements that involve
risks and uncertainties, as described below. Americas Energy
Company's (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 December 31, 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, 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.
Critical Accounting Policies
and Estimates
Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America. The reported financial
results and disclosures were determined using the significant accounting
policies, practices and estimates described below.
Coal Properties –
Costs incurred to purchase, lease or otherwise acquire mineral properties are
capitalized when incurred. Mine development costs are recorded at cost as
incurred. The Company’s coal reserves are controlled either through direct
ownership or through leasing arrangements, which generally last until the
recoverable reserves are depleted. Depletion of reserves and amortization of
mine development costs is computed using the units-of-production method over the
estimated proven and probable recoverable tons.
The
Company reviews its long-lived assets for impairment when events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. If impairment indicators are present and the future undiscounted
cash flows are less than the carrying value of the assets, the carrying values
are reduced to the estimated fair value.
12
Americas
Energy Company – AECo
Oil and Gas Property
– The Company follows the full cost method of accounting for its oil and gas
property, which is located in Cumberland County, Kentucky. Accordingly, all
costs associated with acquisition, exploration and development of oil and gas
reserves are capitalized. All capitalized costs, including the estimated future
costs to develop proved reserves are amortized on the unit-of-production method
using estimates of proved reserves. Investments in unproved properties and major
development projects will not be amortized until proved reserves associated with
the projects can be determined or until impairment occurs. Potential impairment
of unproved properties and other oil and gas property and equipment are assessed
periodically.
Revenue Recognition –
Revenues include sales to customers of Company-produced coal and
oil. The Company recognizes revenue when title or risk of loss passes
to the common carrier or customer.
Asset Retirement
Obligations –The Surface Mining Control and Reclamation Act of 1977 and
similar state statutes require mine properties to be restored in accordance with
specified standards. Accounting Standards Codification (“ASC”) Topic 410-20,
formerly Statement of Financial Accounting Standards No. 143 (“SFAS No. 143”)
requires recognition of an asset retirement obligation (“ARO”) for eventual
reclamation of disturbed acreage remaining after mining has been completed. The
Company records its reclamation obligations on a permit-by-permit basis using
requirements as determined by the Office of Surface Mining of the U.S.
Department of the Interior (“OSM”). The liability is calculated based upon the
reclamation activities remaining after coal removal ceases, assuming that
reclamation activities have been contemporaneous within state and federal
guidelines during mining. A liability is recorded for the estimated future cost
that a third party would incur to perform the required reclamation and mine
closure discounted at the Company’s credit-adjusted risk-free rate. A
corresponding increase in the asset carrying value of mineral rights is also
recorded. The ARO asset is amortized on the units-of-production method over the
proven and probable reserves associated with that permit. These expenses are
included in depreciation, depletion, amortization, and accretion in the
operating expenses section of the statement of operations.
Long-Lived Assets –
The Company accounts for its long-lived assets in accordance with ASC Topic
360-10, Formerly SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." ASC Topic 360-10 requires that long-lived assets
be reviewed for impairment whenever events or changes in circumstances indicate
that the historical cost carrying value of an asset may no longer be
appropriate. The Company assesses recoverability of the carrying value of an
asset by estimating the future net cash flows expected to result from the asset,
including eventual disposition. If the future net cash flows are less than the
carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset's carrying value and fair value or disposable
value. As of December 31, 2009, the Company did not deem any of its long-term
assets to be impaired.
Share-Based
Compensation – The Company measures and records compensation expense for
all share-based payment awards to consultants, employees and directors based on
estimated fair values. Additionally, compensation costs for
share-based awards are recognized over the requisite service period based on the
grant-date fair value.
Financial Instruments
– Financial instruments consist of cash, accounts receivable, accounts payable,
notes payable and advances payable. Recorded values of cash, receivables, and
accounts payable and accrued liabilities approximate fair values due to the
short maturities of such instruments. Recorded values for notes
payable and related liabilities approximate fair values, since their stated or
imputed interest rates are commensurate with prevailing market rates for similar
obligations.
Use of Estimates –
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Estimates of
coal, oil and gas reserves, asset retirement obligations, and impairment on
unproved properties are inherently imprecise and may change materially in the
near term.
13
Americas
Energy Company – AECo
Plan of
Operation
On
January 21, 2010 we completed a Merger with Americas Energy Company, a Nevada
corporation (“Americas Energy Company (Private)” All operations of Americas
Energy Company, a Nevada Corporation “Americas Energy Company (Private)” have
become our operations as of that date with “Americas Energy Company (Private)”
being the disappearing corporation pursuant to the Merger
Agreement.
The
Company has exchanged thirty-three million (33,000,000) shares of Common Stock
(the “Merger Shares”) for all the issued and outstanding equity in Americas
Energy Company, a Nevada Corporation “Americas Energy Company(Private)” and at
the time of the closing had disbursed a total of $2,000,000 two million dollars
($2,000,000) to Americas Energy Company (Private) pursuant to the merger
agreement.
Americas
Energy Company, a Nevada Corporation “Americas Energy Company (Private) was
formed on July 13, 2009 as a Nevada corporation. AECO (Private) is a
consolidator of high quality energy properties, operating out of main offices in
Knoxville, TN. They currently operate projects in both Kentucky and
Tennessee.
We will
continue the acquired business operations of mining high-grade specialty coal
from our leased property rights located in Bell County, Kentucky.
Information
pertaining to Americas Energy Company (Private), including a copy of its audited
financial statements as of November 30, 2009, and a copy of the merger
agreement were filed with the company’s current report on Form 8-K
with the Securities Exchange Commission on January 27, 2010 and are incorporated
by reference into this Quarterly Report on Form 10Q.
On
January 22, 2010, the Company accepted the resignation of Leonard MacMillian as
President, Chairman and CEO and appointed Chris Headrick as President, Chairman
and CEO. Mr. Headrick was the President and CEO of Americas Energy Company, a
Nevada Corporation “Americas Energy Company (Private)”
Financing
Activities
On July
2, 2009 and August 25, 2009 respectively, 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 on July 2, 2012 and August 25, 2012 respectively although
both may be repaid at anytime without penalty.
On
October 6, 2009, an additional loan of $250,000 was received from the same third
party as the Company’s previous loans. 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.
On
November 13, 2009, an additional loan of $500,000 was received from the same
third party as the Company’s previous loans. 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 August 25, 2012.
On
January 11, 2010, an additional loan of $ 3,300,000 was received from the same
third party as the Company’s previous loans. 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 January 11, 2013.
Part of
the funds received from these notes were utilized to complete the acquisition of
Americas Energy Company based out of Knoxville, Tennessee; at the time of the
closing [January 21, 2010] we had disbursed a total of two million dollars
($2,000,000) to Americas Energy Company (Private) pursuant to the merger
agreement.
14
Americas
Energy Company – AECo
On
February 6, 2010, the Company entered into an agreement to purchase all of the
outstanding shares of Evans Coal Corp., a Kentucky corporation "Evans." The
purchase price is $400,000 [which had already been advanced by Americas Energy
Company (Private) prior to January 21, 2010]; $2,600,000 paid upon execution of
the agreement; $4,000,000 due at the closing on the 5th day of March 2010 and
$25,000,000 to be paid at the rate of $5.00 per short ton of coal mined, sold
and shipped from the leaseholds of Evans. Minimum payments of at least $500,000
per quarter shall be made commencing March 31, 2011. The $25,000,000 is to be
secured by a promissory note and the note Matures on March 5, 2025. The note
contains two contingencies related to future permits to mine on two defined
leaseholds. If permits are not obtained on the “Artemus” project by December 31,
2010 then the principal of the note shall be reduced by $10,000,000. If permits
are not obtained on the “Breathitt” project by December 31, 2016 then the
principal of the note shall be reduced by $5,000,000. In addition to the
purchase price a separate finder’s fee is to be paid as a 2% override to A.Y.
Evans, Jr.
As of the
date of this report we have paid a total of $3,000,000 of the purchase price and
intend to pay the agreed $4,000,000 upon securing additional financing by the
closing date of March 5, 2010.
Critical
components of our operating plan impacting our continued existence are the net
revenue to be generated from the production and sale of coal and oil and the
ability to obtain additional capital through additional equity and/or debt
financing. Over the next twelve months we believe that our existing capital,
funds from the merger with funds from the production and sale of coal and oil
will be sufficient to sustain operations.
Off-Balance Sheet
Arrangements
We have
no off-balance sheet arrangements or financing activities with special purpose
entities.
15
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 December 31, 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 December 31, 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 were not enough independent employees or members of management to provide
third party oversight and review of our C.F.O.’s
activities. Subsequent to the end of the period covered by this
report we completed the pending merger management anticipated would result in
the number of financial transactions on a monthly and annual basis increasing
significantly. The number of individuals available to provide
management oversight and reviews has also increased accordingly. As expected
improvements in our internal control over financial reporting began immediately
upon completion of the merger. The completion of the merger was
January 21, 2010.
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. We are presently
evaluating prospects for additional members to join the Board of Directors. This
is a material weakness in our internal control over financial
reporting.
(b) Changes in Internal
Controls
As
discussed, we have completed a merger which has resulted in increased
operational and financial activity. As a result we have additional cash
resources providing staff and access to professional services. We have engaged
additional professional services and are in the process of reviewing our current
internal controls.
There
were no other 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.
16
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 December 31, 2009
Item
3. Defaults Upon Senior Securities
None, for
the three month period ended December 31, 2009
Item
4. Submission of Matters to a Vote of Security
Holders
None, for the three
month period ended December 31, 2009
Item
5. Other Information
None
17
Americas
Energy Company – AECo
Item
6. Exhibits
Americas
Energy Company- AECo includes by reference our Current Report on Form 8K filed
January 27, 2010 as to that date filed.
Americas
Energy Company- AECo includes by reference the following
exhibits:
|
3.1
|
Articles
of Incorporation; Filed with our Registration Statement on Form 10SB,
October 07, 2004
|
|
3.2
|
Bylaws;
Filed with our Registration Statement on Form 10SB, October 07,
2004
|
|
3.3
|
Amended Articles
of Incorporation – Name Change to Americas Energy Company- AECo, filed
October 14, 2009; Filed with our Current Report on Form 8K, January 27,
2010
|
|
10.1
|
Agreement
and Plan of Merger, as amended January 21, 2009 – between Americas Energy
Company-AECo (PubCo) and Americas Energy Company-AECo (Private); Filed
with our Current Report on Form 8K, January 27,
2010
|
|
10.2
|
Agreement-
Assignment of Leases and Permits, between Americas Energy Company
and Evans Coal
Corporation, dated July 17,
2009; Filed with our Current Report on Form 8K, January 27,
2010
|
|
10.3
|
Agreement -
Assignment of Mineral Lease, between Americas Energy Company and
RJCC Group 1, dated July 27,
2009; Filed with our Current Report on Form 8K, January 27,
2010
|
|
10.4
|
Agreement
– Letter of Intent, between Americas Energy Company and D and D Energy,
Inc., dated July 7, 2009; Filed with our Current Report on Form 8K,
January 27, 2010
|
|
10.5
|
Agreement
– Letter of Intent, between Americas Energy Company and Evans Coal
Corporation, dated November 5, 2009; Filed with our Current Report
on Form 8K, January 27, 2010
|
Americas
Energy Company – AECo, includes herewith the following exhibits:
|
10.5
|
Agreement
– Agreement for the Sale of all Shares in Evans Coal Corp., between
Americas Energy Company and Barbara Evans, widow and not married and Evans Coal
Corporation, dated February 6,
2010.
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer (Rule
13a-14(a)/15d-14(a))
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer (18 U.S.C.
1350)
|
Americas
Energy Company- AECo includes herein the following Pro Forma financial
statements:
AMERICAS
ENERGY COMPANY (formerly Trend Technology, Inc.)
|
Page
|
||
Unaudited
Pro Forma Condensed Financial Statements
|
|||
Balance
Sheet
|
20
|
||
Statement
of Operations
|
21
|
||
Notes
to Financial Statements
|
22
|
||
18
AMERICAS
ENERGY COMPANY (formerly Trend Technology, Inc.)
|
Page
|
||
Unaudited
Pro Forma Condensed Financial Statements
|
|||
Balance
Sheet
|
20
|
||
Statement
of Operations
|
21
|
||
Notes
to Financial Statements
|
22
|
||
INTRODUCTION
TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
following unaudited pro forma condensed consolidated financial statements
reflect adjustments to the historical financial statements of Americas Energy
Company – AECo. (formerly Trend Technology Corporation) (“AECo”) to give effect
to its merger with Americas Energy Corporation, Inc. (“AEC”).
The
merger between the two companies will be treated for financial reporting
purposes as a reverse acquisition whereby AEC’s operations will continue to be
reported as if it had actually been the acquirer. The accompanying pro forma
information is presented for illustration purposes only and is not necessarily
indicative of the financial position or results of operations that would have
actually been reported had the acquisition been in effect during the periods
presented, or which may be reported in the future.
The
accompanying pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and related notes
of Americas Energy Company – AECo.
19
Americas
Energy Company – AECo
AMERICAS
ENERGY COMPANY - AECo
(Formerly
Trend Technology Corporation)
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
Historical
December 31, 2009
|
||||||||||||||||
Unaudited
|
||||||||||||||||
Pro
forma
|
||||||||||||||||
Americas
Energy
|
Americas
Energy
|
Pro
forma
|
December
31,
|
|||||||||||||
Company - AECo
|
Company
|
Adjustments
|
2009
|
|||||||||||||
ASSETS
|
||||||||||||||||
Current assets
|
||||||||||||||||
Cash
|
$ | - | $ | 264,316 | $ | - | $ | 264,316 | ||||||||
Accounts
receivable
|
0 | 339,358 | - | 339,358 | ||||||||||||
Prepaid
expenses
|
300 | 62,350 | B | (300 | ) | 62,350 | ||||||||||
Deposit
for Definitive Merger Agreement
|
1,350,000 | - | A | (1,350,000 | ) | - | ||||||||||
Total current
assets
|
1,350,300 | 666,024 | (1,350,300 | ) | 666,024 | |||||||||||
Mineral properties, net
|
- | 1,793,383 | - | 1,793,383 | ||||||||||||
Property and equipment, net
|
- | 37,706 | - | 37,706 | ||||||||||||
Other assets
|
||||||||||||||||
Deposit
to related party on acquisition of mineral properties
|
- | 400,000 | - | 400,000 | ||||||||||||
Deposit
to offering costs
|
- | 35,000 | C | (35,000 | ) | - | ||||||||||
TOTAL
ASSETS
|
$ | 1,350,300 | $ | 2,932,113 | $ | (1,385,300 | ) | $ | 2,897,113 | |||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||||||
Current liabilities
|
||||||||||||||||
Coal
production payable
|
$ | - | $ | 308,269 | $ | - | $ | 308,269 | ||||||||
Royalties
payable
|
- | 83,608 | - | 83,608 | ||||||||||||
Other
payables and accrued expenses
|
26,257 | 89,466 | A | (26,257 | ) | 89,466 | ||||||||||
Current
installments of obligation under capital lease
|
- | 16,152 | - | 16,152 | ||||||||||||
Notes
payable - related parties
|
- | 346,930 | - | 346,930 | ||||||||||||
Note
payable - other
|
- | 16,986 | - | 16,986 | ||||||||||||
Total current
liabilities
|
26,257 | 861,411 | (26,257 | ) | 861,411 | |||||||||||
Asset
retirement obligations
|
- | 18,808 | 18,808 | |||||||||||||
Obligation
under capital lease, less current installments
|
- | 3,833 | 3,833 | |||||||||||||
Notes
payable - long-term, related parties
|
- | 842,562 | 842,562 | |||||||||||||
Note
payable, long-term, other
|
1,350,000 | B | (1,350,000 | ) | - | |||||||||||
Advances
payable - proposed merger
|
- | 1,350,000 | D | (1,350,000 | ) | - | ||||||||||
Total
liabilities
|
1,376,257 | 3,076,614 | (2,726,257 | ) | 1,726,614 | |||||||||||
Commitments and contingencies
|
||||||||||||||||
Stockholders' Equity (deficit)
|
||||||||||||||||
Common
stock
|
2,052 | 33,000 | C | (29,880 | ) | 5,352 | ||||||||||
D | 180 | |||||||||||||||
Additional
paid-in capital
|
231,970 | 167,000 | C | (239,142 | ) | 1,509,648 | ||||||||||
D | 1,349,820 | |||||||||||||||
Accumulated
deficit
|
(259,979 | ) | (344,501 | ) | A | 25,957 | (344,501 | ) | ||||||||
C | 234,022 | |||||||||||||||
Total stockholders' equity
(deficit)
|
(25,957 | ) | (144,501 | ) | 1,340,957 | 1,170,499 | ||||||||||
|
||||||||||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 1,350,300 | $ | 2,932,113 | $ | (1,385,300 | ) | $ | 2,897,113 |
20
Americas
Energy Company – AECo
AMERICAS
ENERGY COMPANY - AECo
(Formerly
Trend Technology Corporation)
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Historical
December 31, 2009
|
||||||||||||||||
Unaudited
|
||||||||||||||||
Pro
forma
|
||||||||||||||||
Americas
Energy
|
Americas
Energy
|
Pro
forma
|
December
31,
|
|||||||||||||
Company – AECo(1)
|
Company (2)
|
Adjustments
|
2009
|
|||||||||||||
REVENUES
|
||||||||||||||||
Coal sales
|
$ | - | $ | 990,560 | $ | - | $ | 990,560 | ||||||||
Oil sales
|
- | 22,075 | - | 22,075 | ||||||||||||
Total
revenues
|
- | 1,012,635 | - | 1,012,635 | ||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Cost of coal sales
|
||||||||||||||||
(exclusive of
depreciation, depletion and accretion)
|
- | 845,189 | - | 845,189 | ||||||||||||
Cost of oil sales (exclusive of depreciation and
depletion)
|
- | 40,362 | - | 40,362 | ||||||||||||
Depreciation, depletion and accretion
|
- | 12,042 | - | 12,042 | ||||||||||||
Officers' compensation, including
|
||||||||||||||||
stock based
compensation of $200,000.
|
- | 300,689 | - | 300,689 | ||||||||||||
General and administrative expenses
|
94,204 | 130,549 | A | 300 | 130,549 | |||||||||||
F | (94,504 | ) | ||||||||||||||
Total operating expenses
|
94,204 | 1,328,831 | (94,204 | ) | 1,328,831 | |||||||||||
Loss from
operation
|
(94,204 | ) | (316,196 | ) | 94,204 | (316,196 | ) | |||||||||
OTHER
EXPENSES
|
||||||||||||||||
Income from forgiveness of indebtedness
|
12,194 | 0 | F | (12,194 | ) | - | ||||||||||
Interest expense
|
- | (28,305 | ) | - | (28,305 | ) | ||||||||||
LOSS
BEFORE INCOME TAXES
|
(82,010 | ) | (344,501 | ) | 82,010 | (344,501 | ) | |||||||||
PROVISION
FOR INCOME TAXES
|
- | - | ||||||||||||||
NET
LOSS
|
$ | (82,010 | ) | $ | (344,501 | ) | $ | 82,010 | $ | (344,501 | ) | |||||
PER
SHARE DATA
|
||||||||||||||||
Basic and diluted loss per common share
|
$ | 0.00 | $ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | ||||||
Weighted average common shares outstanding
|
20,478,778 | 33,000,000 | 53,478,778 | 53,478,778 | ||||||||||||
1)
Americas Energy Company - AECo - for the nine months ended December
31, 2009
2) Americas Energy Company -
for the period from its inception (July 13, 2009) through December 31,
2009
21
Americas
Energy Company – AECo
AMERICAS
ENERGY COMPANY - AECo.
(Formerly
Trend Technology Corporation)
NOTES TO
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Reorganization
On
January 21, 2010, Americas Energy Company – AECo,. (formerly Trend Technology
Corporation) (“AECo”), A Nevada Corporation entered into a merger agreement with
Americas Energy Company, Inc., (“AEC”) A Nevada Corporation. AEC is engaged in
the business of mining high grade steam coal. It currently has other mining and
oil and gas properties that are currently in the exploration
stage.
Under the
terms of the merger, AECo will issue 33,000,000 shares of its common stock in
exchange for receiving all of the outstanding shares of AEC. In addition, once
the merger is completed a note holder will convert $2,000,000 of the debt due it
from AECo in exchange for received common shares of AECo at a conversion price
of $0.75 per share. As part of the merger, all assets of AECo will be acquired
by its legal counsel for $1.00.
Pro forma
adjustments:
A. To
charge off AECo balance of prepaid expense and payables to
operations..
B. To
eliminate the $1,350,000 intercompany balances.
C.
|
To
record the merger of AEC into AECo, whereby 33,000,000 shares of AECo
common stock were issued to the Shareholders of AEC in exchange for
receiving all of their AEC common shares (33,000,000
shares).
|
D. To
record conversion of $1,350,000 of debt due by AECo into 18,000,000 shares of
its common stock. The conversion price was $0.75 per share.
E. To
eliminate AECo’ operations.
22
Americas
Energy Company – AECo
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.
Company Name: Americas Energy Company – Aeco | |||
Date:
February 16, 2010
|
By:
|
/s/ Christopher L. Hendrick | |
Name: Christopher L. Headrick | |||
Title: President, CEO and Director | |||
Principal Executive Officer
Principal
Accounting Officer
|
23