Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2011
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 000-50978
Americas Energy Company-AECo
(Exact name of small business issuer as specified in its charter)
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Nevada
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98-0343712
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(State of incorporation)
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(IRS Employer Identification #) |
243 N. Peter Rd.
Knoxville, Tennessee 37923
Address of Principal Executive Offices
(865) 238-0668
Registrants telephone number, including area code
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). o YES x NO
Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or section 15(d) of the Act. o YES x NO
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 issuer 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 (Section 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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). o YES x NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on September 30, 2010, was $ 18,303,787 based on the closing sale price of the common equity on that date.
The number of shares outstanding of the Registrant's common stock as of July 13, 2011 was 88,862,983.
Table of Contents
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This Current Report includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (“SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
Business History
Americas Energy Company-AECo, (formerly Trend Technology Corporation) (the “Company”, “we”, or “us”) was incorporated on February 16, 2001 under the laws of the State of Nevada. On October 14, 2009, we changed our name from Trend Technology Corporation to Americas Energy Company-AECo in anticipation of the acquisition of Americas Energy Company, a Nevada corporation; due to that name change our symbol for quotation on the OTC.BB was changed from “TRET” to “AENY”. On January 21, 2010, a merger transaction was completed effective as of that date. All operations of Americas Energy Company became the operations of Americas Energy Company-AECo as of that date with Americas Energy Company being the disappearing corporation pursuant to the Merger Agreement.
Business
Overview
Americas Energy Company-AECo with offices located in Knoxville, Tennessee currently operates surface mines in southeastern Kentucky. Americas Energy Company holds Evans Coal Corp. as a wholly owned subsidiary. The company owns or controls by lease mineral rights and currently operates by use of contractors, one surface mines in Bell County and one in Knox County, Kentucky. Their primary product is a high BTU, mid-sulfur steam coal.
The Company looks to identify coal properties with potential to produce high grade coal. (coal rendering a high amount of thermal energy per pound with low sulfur and ash content.). We subcontract mining operations on each project utilizing miners experienced in the type of extraction required that may be particular to each site.
Mining History
Americas Energy Company purchased the Cardinal lease and associated permits from Evans Coal Corp. in October 2009. Production was resumed using contract surface miners. As of March 31, 2010 we acquired full ownership and control of Evans Coal Corp., a Kentucky corporation as a wholly owned subsidiary. In addition to direct production, the company on occasion, has brokered coal and will continue to do so when profitable opportunities exist.
Evans Coal Corp.- Evans Coal Corp. was organized in Kentucky on July 9, 1987 and is engaged in the business of mining high grade coal from its property located in Bell County, Kentucky. The company holds various leases and permits to mine those lease rights. The company owns a variety of mining equipment consisting of trucks, loading, drilling, dozers and other heavy equipment for use in its mining operations.
Current Mining Operations
Americas Energy Company currently has two mining complexes, one located in Kentucky and one located in Tennessee. These operations extract and ship coal that is produced from one or more mines. Americas Energy Company presently uses two distinct extraction techniques: dozer and front-end loader surface mining and auger mining. In 2009, all of Americas Energy Company’s production was shipped via truck to various locations for purchase. Beginning in 2010 the Company has made additional shipments of coal via unit train. In 2011 we primarily shipped via truck to various locations for purchase.
Projects
Americas Energy Company-AECo is developing coal production on leases in Tennessee and Kentucky.
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Bledsoe Property - We acquired the mineral rights in Bledsoe County Tennessee from RJCC Group 1, Inc. (“RJCC1”). RJCC1 is owned by family members of the management of the Company. The Bledsoe property is currently in the exploration stage.
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Evans Coal Company - We acquired Evans Coal Corp., Inc. which is engaged in the business of mining high grade coal from its properties located in Bell County, Kentucky. The company holds various leases and permits to mine those lease rights. This property is currently being actively mined.
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Property
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Seam Name
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Seam Height
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Type of Mine
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Hwy 72
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Hance
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Split- 3 seams 54"
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Surface
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Kellioka
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36-42"
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Deep
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Darby
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36-38"
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Deep
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Harlan
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60"
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Surface
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Property is accessed via county road, Firetower Rd.
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Hwy 92
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Rooster- Upper
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24-30"
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Surface
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Rooster- Lower
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24"
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Surface
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Dean
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60-72"
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Surface
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Rim- (Jellico)
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Split- 2 Seams - 42"
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Surface
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Property is accessed via county road, E. Jellico Slusher Loop Rd.
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Artemus
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Jellico
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Split- 2 Seams - 42"
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Surface
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Jellico
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Split- 2 Seams - 42"
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Deep
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Blue Gem
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26"
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Surface
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Lily
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30"
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Surface
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Lily
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30"
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Deep
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Property is accessed via county road, Gregory Branch Rd.
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Bledsoe
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Sewannee
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36"
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Surface
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Richland
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32"
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Surface
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Property is accessed via county road, Firetower Rd.
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Coal Sales from Production
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Period
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Mine Complex
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Sales
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Tonnage
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Average Price
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FY 2011
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Evans Coal
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$ | 6,657,417 | 107,438 |
$65/ton.
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FY 2010
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Evans Coal
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$ | 2,548,057 | 45,036 |
$57/ton.
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Coal Sales from Purchased/Brokered
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Period
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Gross Sales
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Tonnage
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Average Price | ||||||
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FY 2011
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$ | 394,425 | 5,119 |
$77/ton
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FY 2010
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$ | 991,883 | 12,484 |
$79/ton
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Material Contracts and Agreements
We presently hold various mining rights to property previously discussed under the heading “Projects”. These projects typically comprise multiple smaller leases and depending upon the mining activities at a given time on those leases could be collectively material to the Company but individually may not be. We may add additional individual leases to these or future projects in the ordinary course of our business. We may expand permits related to certain individual leases and terminate mining operations related to others.
We do not have any contracts in place for the sales of our coal. We primarily sell to brokers at the spot market prices for coal. We sold approximately 72% of our mined coal to Premium Processing Co., 255 Mack Avenue, Middlesborough, KY 40965 who was our primary buyer during the period covered by this Annual report. We do not have any agreements or commitments from Premium Processing Co. or any other broker to continue to purchase our coal. Management periodically evaluates the available brokers considering, proximity to our mines, ability to timely and reliably transport the coal, facilities and suitability to process the type of coal produced, reputation and past sales experiences with that broker; inclusive of price and prompt payment.
We also had sales of coal during the period covered by this Annual report where we purchased coal and resold it. We have no contracts with any supplier of coal or purchaser of coal for these sales. These sales may or may not continue in the future. We may continue to make these types of transactions if a profitable opportunity arises but these transactions were not consistent during the period covered by this Annual report and were to only one customer.
Although we do rely on mining and drilling subcontracting agreements for the extraction of our products we do not consider these type of agreements material. These agreements are negotiated on a site by site basis based on the particular skill and equipment requirements of the extraction. There are a variety of suitable subcontractors available in the locations we are presently operating and in the event a preferred subcontractor was unavailable we believe another suitable one would be available as to not impair our operations. Should the market for these type of services change significantly we may modify our practices and seek longer term agreements or develop our own capacity.
Market
Exports
Total U.S. coal exports for 2010 increased by 38.3 percent to 81.7 million short tons (Figure 8). This increase was largely due to two factors. First, heavy rains and flooding in Australia, Indonesia, and Colombia reduced world coal supply and forced many coal importing nations to look elsewhere, primarily to the United States, to fulfill their coal needs. In addition, the shortage of their own domestic coal in relation to growing needs, namely for China and India, provided ample opportunities for U.S. coal producers to export to these markets.
U.S. coke exports increased in 2010 by 11.9 percent to a total of 1.5 million short tons. Mexico received 510 thousand short tons or 34.8 percent of total U.S. coke exports, while Canada received 400 thousand short tons in 2010. Last year, Brazil and India increased their share of total U.S. coke exports by 4.9 and 2.0 percentage points, respectively. The average price of coke exports in 2010 was $167.25 per short ton, an increase of 61.7 percent from 2009.
In 2010, the average price of U.S. coal exports increased by 18.7 percent to $120.41 per short ton. Metallurgical coal exports, which accounted for 68.7 percent of total coal exports, increased by 50.6 percent to 56.1 million short tons in 2010. The average price of U.S. metallurgical coal exports grew by 23.5 percent to a level of $145.44 per short ton, an increase of $27.71 per short ton from the 2009 level. Steam coal exports increased in 2010. With a percentage change of 17.2 percent, total steam coal exports hit 25.6 million short tons. However, unlike the average price of metallurgical exports, the average price of steam coal exports dropped by 11.0 percent to $65.54 per short ton.
Nearly half of all U.S. coal exports were destined for European markets. In 2010, metallurgical coal exports to Europe increased by 49.5 percent to 29.5 million short tons. Metallurgical exports to the Netherlands, 9.7 percent of total U.S. metallurgical exports in 2010, grew to 5.4 million short tons. (Note: Most ports in the Netherlands serve as transshipment points for coal. Hence, exports to the Netherlands may be bound for other countries in the region.) In 2010, the United Kingdom and Italy were other key European destinations for U.S. metallurgical coal exports. U.S. metallurgical coal exports to the United Kingdom totaled 3.0 million short tons, an increase of 52.2 percent since the previous year. In addition, the average price per ton increased from $106.19 to $131.66. Italy received a total of 2.6 million short tons in 2010, 25.2 percent greater than total metallurgical exported to Italy in 2009. Similar to the average price of metallurgical coal exports to the United Kingdom, average price of metallurgical coal exports to Italy grew; from $116.13 per short ton to $145.39 per short ton in 2010. Furthermore, U.S. metallurgical coal exports to Ukraine, Turkey, and Poland increased by over 144 percent in 2010.
Europe is the second largest market for U.S. steam coal exports. U.S. steam coal exports to Europe have thrived because many European nations have reduced production of coal. Moreover, South Africa, a coal exporting nation, has increased exports to India and China leaving less coal to be exported to the European markets. Proximity to major European ports has contributed to export increases to Europe. However, in 2010, total steam coal exports to Europe declined by 15.6 percent to 8.8 million short tons. Last year, European nations utilized existing stockpiles of coal. Moreover, exports of steam coal to the United Kingdom, which decreased by 47.9 percent to 1.3 million short tons, were affected by subsidies provided to utilities by the British government to diversify to biomass and other renewable energy sources. France and Germany are key destinations for U.S. steam coal exports, accounting for 4.6 percent and 4.0 percent, respectively, of total U.S. steam coal exports. While exports to France declined by 2.8 percent, exports to Germany remained strong, growing at 28.5 percent.
Asian markets received 17.9 million short tons or 21.9 percent of total coal exports in 2010. This increase of 176.0 percent from 2009 exports was due primarily to a surge in sales of metallurgical coal to China, Japan, and South Korea, and sales of steam coal to China and South Korea. Total metallurgical coal exports to Asia totaled an estimated 13 million short tons in 2010, an increase of 133.0 percent from 2009, China received 4.2 million short tons or 32.4 percent of all metallurgical coal exports to Asia. South Korea remained the second largest Asian destination of U.S. metallurgical coal exports in 2010, securing 3.0 million short tons, 73.7 percent greater exports than in 2009. The average price of metallurgical coal exports to South Korea increased by 32.1 percent to $141.62. Japan and India acquired roughly 3.0 million short tons and 2.5 million short tons, respectively. The increased use of steel in Japan, the result of fiscal stimuli and export growth in 2010, is a reason for the 332.0 percent rise in metallurgical coal exports to the nation.
In 2010, steam coal exports to Asia increased dramatically by 437.6 percent from 2009 to 4.9 million short tons. As global supplies of thermal coal tightened and steam coal prices increased steadily, Asian nations, namely South Korea and China increased imports of U.S. thermal coal. South Korea remained the primary Asian destination of U.S. steam coal exports with a total of 2.8 million short tons. Additionally, steam coal exports to South Korea as a percentage of total U.S. steam coal exports increased by 8.9 percentage points. The average price of U.S. steam coal exports to South Korea was $40.54 per short ton, a decrease of 12.4 percent from the 2009 price. Exports to China increased to 1.6 million short tons from 0.2 million short tons. The average price of U.S. steam coal exports to China was $62.91 per short ton, a decrease of 13.1 percent from the 2009 price.
In 2010, total U.S. coal exports to countries in North and South America increased to 13.4 million short tons and 9.5 million short tons, respectively. Average prices per short ton increased by 10.5 percent to $77.91 per short ton and 22.4 percent to $142.09 per short ton, respectively. U.S. metallurgical coal exports to countries in North and South America increased in 2010. The greatest increase in exports was to Canada and Brazil. Canada received 3.4 million short tons, an increase of 42.6 percent from 2009, while shipments to Brazil increased by 6.1 percent to total 7.9 million short tons. The average price of metallurgical coal exports to Canada and Brazil increased to $112.25 per short ton and $155.26 per short ton, respectively.
Canada remains the single largest market for all U.S. steam coal exports. In 2010, exports to Canada, which accounts for 31.2 percent of all U.S. steam coal exports, decreased by 2.6 percent to an estimated 8.0 million short tons. However, the average price of steam coal exports to Canada increased by 2.2 percent to $59.84 per short ton. (Note: Currently, there are no major coal-exporting facilities on the U.S. west coast. Coal producers in the west coast utilize coal-export terminals in British Columbia for shipments to Asian markets.)
Total steam coal exports to South America grew from 0.7 million short tons in 2009 to 1.3 million short tons in 2010. Similar to 2009, Chile received most of U.S. export of steam coal to South America in 2010. Further, Chile increased imports of U.S. steam coal by 70.5 percent to 1.2 million short tons. The average price of steam coal exports to South America and in particular to Chile decreased in 2010.
Total coal exports to Africa increased by 42.7 percent to 2.6 million short tons. While exports of metallurgical coal to South Africa decreased to 149 thousand short tons, exports to Egypt increased by 81.6 percent to an estimated 1.1 million short tons in 2010. Average price of metallurgical coal exports to Egypt increased by 42.2 percent from 2009 to $167.25 per short ton. U.S. steam coal exports to the African continent gained by 78.0 percent in 2010, to a total of 1.3 million short tons. The majority of the increase in steam coal exports to Africa is attributable to one country, Morocco. Total steam coal exports to Morocco in 2010 were 1.1 million short tons, an increase of over 60 percent. The average price of steam coal exports to Morocco decreased in 2010 to $73.65 per short ton.
U.S. steam coal exports to the African continent gained by 78.0 percent in 2010, to a total of 1.3 million short tons. The majority of the increase in steam coal exports to Africa is attributable to one country, Morocco. Total steam coal exports to Morocco in 2010 were 1.1 million short tons, an increase of over 60 percent. The average price of steam coal exports to Morocco decreased in 2010 to $73.65 per short ton.
Imports.
In 2010, coal imports represented only 1.9 percent of total U.S. coal consumption. Last year, U.S. coal imports decreased by 3.3 million short tons to 19.4 million short tons. Colombia, which has dominated the U.S. coal import market for many years, accounted for over three-fourths of all coal imports. Imports from Colombia, however, decreased by 18 percent to 14.6 million short tons in 2010. Indonesia and Venezuela imports decreased to 1.9 million short tons and 0.6 million short tons, respectively, while imports from Canada increased by a modest 0.5 million short tons. The average price of imported coal increased by 12.3 percent to $71.77 per short ton in 2010.
Source: U.S. Coal Supply and Demand 2010 Review, published by the US Energy Information Administration, Data for: 2010; Report Released June 1, 2011; Next Release Date: April 2012
http://www.eia.doe.gov/cneaf/coal/page/special/exports_imports.html
Coal Mining
Coal mining operations can be divided into surface and underground mining methods. The most appropriate mining method is determined by coal seam characteristics including geology, location, and recoverable reserve base. Drill-hole data is used initially to define the size, depth and quality of the coal reserve area before committing to a specific extraction method. For underground mining there are two primary methods: room and pillar, and longwall; for surface mining there are three primary methods: truck-and-shovel mining, dragline mining, and highwall mining - the newest technique.
Surface mining. This method is used to extract coal deposits found closer to the surface and involves the removal of earth and rock covering the coal with various earth moving equipment. Typically, coal mining operations will begin at the part of the coal seam that is closest to the surface and most economical to mine. As the seam is mined, it typically becomes more difficult and expensive to mine because the seam may become thinner or protrude more deeply into the earth, requiring removal of more material over the seam, known as “overburden.” As the amount of overburden increases, the cost to mine coal also increases. Many seams of coal in Central Appalachia are between one to ten feet thick and may be located hundreds of feet below the surface.
Surface mining uses draglines, large power shovels, or front-end loaders (“loaders”) to remove the earth or overburden that covers the coal. The overburden is moved to a previously mined area, either by the dragline or by large off-road trucks, to facilitate the reclamation process. The coal is then loaded into trucks for transport to a preparation plant, rail loadout facility, or customers. Productivity depends on size of equipment, geological composition, and the ratio of overburden to coal.
Highwall mining. Highwall mining is a mining method in which a continuous mining machine is driven by remote control into the coal seam exposed by previous surface mining operations, which created a vertical wall on the face of the exposed topography. A continuous haulage system then carries the coal from the coal face to the surface for stockpiling and transport. This process forms a series of parallel, unsupported cuts along the highwall. The remaining coal pillars between adjacent entries must support the overburden structure.
Underground mining. Those seams that are too deep to surface mine may be economically mined with specialized equipment matched to the thickness of the coal seam. Underground mining methods consist of “room and pillar” and “longwall mining.” Room and pillar mining typically requires using a continuous miner to cut a system of entries into the coal, leaving pillars to support the strata above the coal. Shuttle cars then transport the coal from the digging face to a conveyor belt for transport to the surface. This method is often used to mine thin coal seams, and where geological conditions are not amenable to longwall mining. Coal recovery is typically 50% or less.
Coal Characteristics
Heat value. The heat value of coal is commonly measured in Btu per pound of coal. Coal found in the Eastern and mid-Western regions of the United States, including Central and Southern Appalachia, tends to have a heat content ranging from 10,000 to 15,000 Btu per pound. The effect of moisture in coal, as sold, is included in references to Btu per pound of coal, unless otherwise indicated.
Sulfur content. Sulfur content can vary from seam to seam and sometimes within each seam. Coal combustion produces sulfur dioxide, the amount of which varies depending on the chemical composition and the concentration of sulfur in the coal. Low sulfur coal has a variety of definitions, and in using this term, we refer to coal with sulfur content of 1.5% or less by weight. Compliance coal refers to coal, which, when consumed in the production of energy, produces less than 1.2 pounds of sulfur dioxide per million Btu. The strict emissions standards of the Clean Air Act have increased demand for lower sulfur coals. We expect continued high demand for lower sulfur coals as electric generators meet the current Phase II requirements of the Clean Air Act (1.2 pounds or less of sulfur dioxide per million Btu). It is possible that no coal will be considered compliance coal if emissions standards are restricted to such a level that emissions control technology must always be used regardless of the coal’s sulfur content.
Other. Ash is the inorganic residue remaining after the combustion of coal. As with sulfur content, ash content varies from seam to seam. Ash content is an important characteristic of coal for electric generating plants as it affects combustion performance and utilities must handle and dispose of ash following combustion.
Moisture content of coal varies by the type of coal, the region where it is mined and the location of coal within a seam. In general, high moisture content decreases the heat value and increases the weight of the coal, thereby making it more expensive to transport with less combustion efficiency. Moisture content in coal, as sold, can range from approximately 5% to 30% of the coal’s weight. Generally, the moisture content of coal from Central Appalachia ranges from 5% to 9%.
The other major market for coal is the steel industry. The type of coal used in steel making is referred to as metallurgical coal and is distinguished by special quality characteristics that include high carbon content, low expansion pressure and various other chemical attributes. Metallurgical coal is also high in heat content (as measured in Btu), and therefore is desirable to utilities as fuel for electricity generation. Consequently, metallurgical coal producers have the ongoing opportunity to select the market that provides maximum revenue. The price offered by steel makers for the metallurgical quality attributes is typically higher than the price offered by utility coal buyers that value only the heat content.
Once raw coal is mined, it is often crushed, sized and washed in preparation plants where product consistency and heat content are improved. This process involves crushing the coal to the required size, removing impurities and, where necessary, blending it with other coal to match customer specifications.
When some types of coal are super-heated in the absence of oxygen, they form a hard, dry, caking form of coal called “coke.” Steel production uses coke as a fuel and reducing agent to smelt iron ore in a blast furnace. Most of the coking coal comes from coal found in Northern and Central Appalachia.
Coal Prices
Coal prices vary dramatically by region and are determined by a number of factors. The two principal components of the delivered price of coal are the price of coal at the mine - which is influenced by mine operating costs and coal quality, and the cost of transporting coal from the mine to the point of use. Electric utilities purchase coal on the basis of its total delivered cost per million Btu. The higher the Btu of the coal, the fewer tons the utility needs to buy to meet its requirements.
Price at the mine. The price of coal at the mine is influenced by its cost of production; geological characteristics such as seam thickness, overburden ratios and depth of underground reserves and prices received for similar quality coal sold by our competitors. Eastern United States coal is more expensive to mine than Western coal because of thinner coal seams and thicker overburden. Underground mining, prevalent in the Eastern United States, has higher costs than surface mining because it requires more people, greater development costs, and higher costs to remove impurities.
In addition to direct mining costs, the price of coal at the mine is also a function of quality characteristics such as heat value, sulfur, ash and moisture content. Metallurgical coal has higher carbon and lower ash content and is usually priced higher than steam coal produced in the same regions. Higher prices are paid for metallurgical coals with low volatility characteristics. Very few coal seams possess these unique metallurgical coal qualities.
Transportation costs. Coal used for domestic consumption is generally sold freight on board, or FOB, at the mine and shipped by railroad, truck, or barge. The buyer normally bears the cost of transportation from the loadout to its final destination. Export coal, however, is usually sold at the loading port, and coal producers are responsible for arranging and paying for shipment to the export coal-loading facility. The buyer does not acquire ownership of the coal or pay for it until it is loaded onto the ship.
Most electric utilities arrange long-term shipping contracts with rail, truck, or barge companies to assure stable delivered costs. Transportation can be a large component of a buyer’s cost, especially if long distances are involved such as from the Western areas of the US to the Southeast. Although the buyer pays the freight, transportation costs are still important to coal mining companies because buyers typically make their purchase decisions based on the delivered cost per Btu, and transportation costs may add to or detract from a specific mine’s price position. According to the National Mining Association, railroads account for nearly two-thirds of total coal shipments in the United States. Trucks and overland conveyors haul coal over shorter distances, while lake carriers and ocean vessels move coal mainly to export markets. Some domestic coal is shipped over the Great Lakes. Most coal mines are served by a single rail company, but much of the Powder River Basin is served by two competing rail carriers. Coal mines in Central and Southern Appalachia generally are served by either the Norfolk Southern or the CSX rail lines.
Regulatory Matters
Federal, state and local authorities regulate the United States coal mining industry with respect to matters such as employee health and safety, permitting and licensing requirements, air quality standards, water pollution, plant and wildlife protection, the reclamation and restoration of mining properties, the discharge of materials into the environment, surface subsidence from underground mining, and the effects of mining on groundwater quality and availability. The Mine Safety and Health Administration, or MSHA, is the U.S. Department of Labor agency responsible for the health and safety of miners. The Office of Surface Mining, or OSM, is the Department of the Interior agency which governs the issuance of permits and is responsible for overseeing the reclamation, restoration and other environmental processes for the coal mining industry.
The industry is also affected by significant legislation mandating certain benefits for current and retired coal miners. Numerous federal, state and local governmental permits and approvals are required for mining operations. We believe that we have obtained all permits currently required to conduct our present mining operations and are in compliance with all MSHA and OSM regulations pursuant to our operations. We may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that a proposed development for, or production of, coal may have on the environment. These requirements could prove costly and time-
consuming, and could delay commencing or continuing development or impact producing operations. Future legislation and administrative regulations may emphasize the protection of the environment and, as a consequence, our activities may be more closely regulated. Such legislation and regulations, as well as future interpretations and more rigorous enforcement of existing laws, may require substantial increases in equipment and operating costs and delays, interruptions or a termination of operations, the extent of which cannot be predicted.
We endeavor to conduct our mining operations in compliance with all applicable federal, state and local laws and regulations. However, because of extensive and comprehensive regulatory requirements, violations during mining operations occur from time to time. The majority of any such violations result from natural causes, such as heavy rainfall, diverse temperature conditions, or unknown geological conditions that cause physical changes to the land surface or water levels resulting in excess sedimentation in streams or landslides.
Mine Safety and Health
Stringent health and safety standards have been in effect since Congress enacted the Coal Mine Health and Safety Act of 1969. The Federal Mine Safety and Health Act of 1977 significantly expanded the enforcement of safety and health standards and imposed safety and health standards on all aspects of mining operations.
Most states, including the state in which we operate, have programs for mine safety and health regulation and enforcement. Collectively, federal and state safety and health regulation in the coal mining industry is perhaps the most comprehensive and pervasive system for protection of employee health and safety affecting any segment of United States industry. While regulation has a significant effect on our operating costs, our regional competitors are subject to the same degree of regulation.
Environmental Laws
We are subject to various federal and state environmental laws. Some of these laws, discussed below, place many requirements on our coal mining operations. Federal and state regulations require regular monitoring of our mines and other facilities to ensure compliance.
Surface Mining Control and Reclamation Act
The Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), which is administered by OSM, establishes mining, environmental protection and reclamation standards for all aspects of surface mining as well as many aspects of underground mining. Mine operators must obtain SMCRA permits and permit renewals for mining operations from the OSM. Where state regulatory agencies have adopted federal mining programs under the act as in Kentucky, the state becomes the regulatory authority.
SMCRA permit provisions include requirements for coal prospecting; mine plan development; topsoil removal, storage and replacement; selective handling of overburden materials; mine pit backfilling and grading; protection of the hydrologic balance; subsidence control for underground mines; surface drainage control; mine drainage and mine discharge control and treatment; and re-vegetation.
Before a SMCRA permit is issued, a mine operator must submit a bond or otherwise secure the performance of reclamation obligations. The Abandoned Mine Land Fund, which is part of SMCRA, requires a fee on all coal produced. The proceeds are used to reclaim mine lands closed prior to 1977 and to pay health care benefit costs of orphan beneficiaries of the Combined Fund. The fee, which partially expired on September 30, 2004, is $0.35 per ton on surface-mined coal and $0.15 per ton on deep-mined coal. As of October 1, 2007, the fee dropped to $0.315 per ton on surface-mined coal and $0.135 per ton on underground-mined coal. Since September 30, 2004, a fee is assessed each year to cover the expected health care benefit costs of the orphan beneficiaries.
SMCRA stipulates compliance with many other major environmental programs. These programs include the Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act (“RCRA”), Comprehensive Environmental Response, Compensation, and Liability Acts (“CERCLA”) superfund and employee right-to-know provisions. In addition to OSM, other Federal and State regulatory agencies are involved in monitoring or permitting specific aspects of mining operations. The United States Environmental Protection Agency (“EPA”) is the lead agency for States or Tribes with no authorized programs under the Clean Water Act, RCRA and CERCLA. The United States Army Corps of Engineers (“COE”) regulates activities affecting navigable waters and the United States Bureau of Alcohol, Tobacco and Firearms (“ATF”) regulates the use of explosives in blasting.
We do not believe there are any substantial matters that pose a risk to maintaining our existing mining permits or hinder our ability to acquire future mining permits. It is our policy to comply with all requirements of the Surface Mining Control and Reclamation Act and the state laws and regulations governing mine reclamation.
Clean Air Act
The coal industry has witnessed a shift in demand to low sulfur coal production driven by regulatory restrictions on sulfur dioxide emissions from coal-fired power plants. The Clean Air Act, the Clean Air Act Amendments and the corresponding state laws that regulate the emissions of materials into the air, affect coal mining operations both directly and indirectly. Direct impacts on coal mining and processing operations may occur through Clean Air Act permitting requirements and/or emission control requirements relating to particulate matter, such as fugitive dust, including future regulation of fine particulate matter measuring ten micrometers in diameter or smaller. The Clean Air Act indirectly affects coal mining operations by extensively regulating the air emissions of sulfur dioxide, nitrogen oxides, mercury and other compounds emitted by coal-fueled electricity generating plants.
For example, in 1995, Phase I of the Clean Air Act Acid Rain program required high sulfur coal plants to reduce their emissions of sulfur dioxide to 2.5 pounds or less per million Btu, and in 2000, Phase II of the Clean Air Act tightened these sulfur dioxide restrictions further to 1.2 pounds of sulfur dioxide per million Btu. Currently, electric power generators operating coal-fired plants can comply with these requirements by: burning compliance coal, either exclusively or mixed with higher sulfur coal; installing pollution control devices such as scrubbers, which reduce the sulfur emissions from burning coal; reducing electricity generating levels; or purchasing or trading emission credits to allow them to comply with the sulfur dioxide emission compliance requirements.
However, as new and proposed laws and regulations, including the Clean Air Interstate Rule and the Clean Air Mercury Rule, require further reductions in emissions, coal-fired utilities may need to install additional pollution control equipment, such as wet scrubbers, to comply. Installation of such additional pollution control equipment could potentially result in a decrease in the demand for low sulfur coal (because sulfur would be removed by the new equipment), potentially driving down prices for low sulfur coal.
Clean Water Act
The Clean Water Act of 1972 affects coal mining operations by establishing water quality standards and regulating alteration of surface water bodies. Much of the responsibility for standard setting, monitoring, and enforcement is delegated to state agencies, with federal oversight. There are three major aspects in the standard-setting process. First, the states establish use designations for all surface water bodies. Second, scientifically-based water quality criteria (numeric or narrative) are established to be protective of the designated uses. These criteria include total maximum daily load (“TMDL”) discharge standards which are monitored and enforced through the National Pollution Discharge Elimination System (“NPDES”). Water discharges from each mine operation are regulated within the NPDES process. The third component is the anti-degradation standard, which establishes characteristics of “high quality streams”, and prohibits their degradation. Standards for discharging water from mine sites to high quality streams are very stringent. Upgrading stream designations to “high quality” in the areas in which coal mine operations are located can potentially result in increased water treatment costs that can increase both permitting costs and coal production costs.
Resource Conservation and Recovery Act
The Resource Conservation and Recovery Act, which was enacted in 1976, affects coal mining operations by establishing requirements for the treatment, storage and disposal of hazardous waste. Coal mine waste, such as overburden and coal cleaning waste, are exempted from hazardous waste management.
Subtitle C of RCRA exempted fossil fuel combustion wastes from hazardous waste regulation until the EPA completed a report to Congress and made a determination on whether the wastes should be regulated as hazardous. In a 1993 regulatory determination, the EPA addressed some high-volume, low- toxicity coal combustion wastes generated at electric utility and independent power producing facilities.
In May 2000, the EPA concluded that coal combustion wastes do not warrant regulation as hazardous under RCRA. The EPA is retaining the hazardous waste exemption for these wastes. However, the EPA has determined that national non-hazardous waste regulations under RCRA Subtitle D are needed for coal combustion wastes disposed in surface impoundments and landfills and used as mine-fill. The agency also concluded beneficial uses of these wastes, other than for mine filling, pose no significant risk and no additional national regulations are needed. As long as this exemption remains in effect, it is not anticipated that regulation of coal combustion waste will have any material effect on the amount of coal used by electricity generators.
Federal and State Superfund Statutes
Superfund and similar state laws affect coal mining and hard rock operations by creating a liability for investigation and remediation in response to releases of hazardous substances into the environment and for damages to natural resources. Under Superfund, joint and several liabilities may be imposed on waste generators, site owners or operators and others regardless of fault.
Global Climate Change
The United States and more than 160 other nations are signatories to the 1992 Framework Convention on Climate Change, which is intended to limit emissions of greenhouse gases such as carbon dioxide. In December 1997, in Kyoto, Japan, the signatories to the convention established a binding set of emission targets for developed nations, which became binding on all countries that had ratified the Kyoto Protocol in February 2005, as a result of Russia’s ratification in November 2004. Although the specific emission targets vary from country to country, the United States would be required to reduce emissions to 93% of 1990 levels over a five-year budget period from 2008 through 2012. Although the United States did not ratify the emission targets and no comprehensive regulations focusing on greenhouse gas emissions are in place, these restrictions, whether through ratification of the emission targets or other efforts to stabilize or reduce greenhouse gas emissions, could adversely affect the price and demand for coal. According to the Energy Information Administration’s Emissions of Greenhouse Gases in the United States during 2004, coal accounted for 34% of the total. Efforts to control greenhouse gas emissions could result in reduced use of coal if electricity generators switch to lower carbon sources of fuel.
Regulation of greenhouse gases in the United States may happen as a result of the recent change in administration at the Federal level. Much discussion has taken place, along with proposed legislative initiatives, at both the State and Federal levels that would regulate greenhouse emissions. Any significant change in regulation may require additional controls on coal-fueled power plants and industrial boilers which could lead to switching to lower carbon fuels. Ultimately, such regulations could lead to a reduction in demand for coal.
In July 2008, the EPA published an Advanced Notice of Proposal Rulemaking (“ANPR”) seeking comments and discussions of the complex issues associated with the possible regulation of greenhouse gases under the Clean Air Act. The deadline for comments on the ANPR was November 28, 2009. The EPA sought comments and discussion on (i) advantages and disadvantages of regulating greenhouse gases under one provision of the Clean Air Act; (ii) how a decision to regulate greenhouse gases under one provision of the Clean Air Act would lead to regulation under other provisions; (iii) issues relevant to legislation to regulate greenhouse gases and the potential overlap of the Clean Air Act and such future legislation; and (iv) scientific information relevant to, and the issues raised by, an analysis as to whether greenhouse gas emissions from automobiles may reasonably be anticipated to endanger public health or welfare. In December 2009, the EPA made a determination that greenhouse gases cause or contribute to air pollution and may reasonably be anticipated to endanger public health or welfare, which findings are prerequisites to the EPA regulating greenhouse gases under the Clean Air Act.
Apart from governmental regulation, on February 4, 2008, three large investment banks announced that they had adopted climate change guidelines for lenders. These guidelines require the evaluation of carbon risks in the financing of utility power plants which may make it more difficult for utilities to obtain financing for coal fired plants. If comprehensive laws focusing on greenhouse gas emission reductions were to be enacted by the United States or individual states where we sell coal, it may adversely affect the use of and demand for fossil fuels, particularly coal, which would have a material adverse effect on our results of operations, cash flows and financial condition.
Permitting
Mining companies must obtain numerous permits from both Federal and State regulatory agencies that impose strict environmental and safety regulations and oversight on their operations. These provisions include requirements for coal prospecting, mine plan development, topsoil removal, storage and replacement, selective handling of overburden materials, mine pit backfilling and grading, protection of the hydrologic balance, subsidence control for underground mines, surface drainage control, mine drainage and mine discharge control and treatment, and re-vegetation.
We must obtain permits from applicable state regulatory authorities before we begin to mine reserves. The mining permit application process is initiated by collecting baseline data to adequately characterize the pre-mine environmental condition of the permit area. This work includes surveys of cultural resources, soils, vegetation, wildlife, assessment of surface and ground water hydrology, climatology and wetlands. In conducting this work, we collect geologic data to define and model the soil and rock structures and coal that will be mined. We develop mine and reclamation plans by utilizing this geologic data and incorporating elements of the environmental data. The mine and reclamation plans incorporate the provisions of SMCRA, state programs and the complementary environmental programs that impact coal mining. Also included in the permit application are documents defining ownership and agreements pertaining to coal, minerals, oil and gas, water rights, rights of way, and surface land along with documents required of the Office of Surface Mining’s Applicant Violator System.
Once a permit application is prepared and submitted to the regulatory agency, it goes through a completeness review, technical review and public notice and comment period prior to approval. SMCRA mine permits can take over a year to prepare, depending on the size and complexity of the mine, and often take six months to three years for approval. Regulatory authorities have considerable discretion in the timing of permit issuance and the public has the right to comment on and otherwise engage in the permitting process, including through intervention in the courts.
We do not believe there are any substantial matters that pose a risk to maintaining our existing mining permits or hinder our ability to acquire future mining other than possible legislative matters that may be enacted by various state and federal agencies. It is our policy to ensure that our operations are in full compliance with the requirements of the SMCRA and state laws and regulations governing mine reclamation
Glossary of Selected Mining Terms
Assigned reserves. Coal which has been committed by the coal company to operating mine shafts, mining equipment, and plant facilities, and all coal which has been leased by the company to others.
Bituminous coal. The most common type of coal with moisture content less than 20% by weight and heating value of 10,500 to 14,000 Btu per pound. It is dense and black and often has well-defined bands of bright and dull material.
Btu. (British Thermal Unit). A measure of the energy required to raise the temperature of one pound of water one degree Fahrenheit.
Central Appalachia. Coal producing states and regions of eastern Kentucky, eastern Tennessee, western Virginia and southern West Virginia.
Coal seam. Coal deposits occur in layers. Each layer is called a “seam.”
Coal washing. The process of removing impurities, such as ash and sulfur based compounds, from coal.
Compliance coal. Coal which, when burned, emits 1.2 pounds or less of sulfur dioxide per million Btus, which is equivalent to .72% sulfur per pound of 12,000 Btu coal. Compliance coal requires no mixing with other coals or use of sulfur dioxide reduction technologies by generators of electricity to comply with the requirements of the federal Clean Air Act.
Continuous miner. A machine used in underground mining to cut coal from the seam and load it onto conveyors or into shuttle cars in a continuous operation.
Continuous mining. One of two major underground mining methods now used in the United States. This process utilizes a continuous miner. The continuous miner removes or “cuts” the coal from the seam. The loosened coal then falls on a conveyor for removal to a shuttle car or larger conveyor belt system.
Deep mine. An underground coal mine.
Dozer and Front-end loader mining. An open-cast method of mining that uses large dozers together with trucks and loaders to remove overburden, which is used to backfill pits after coal removal.
Ferro-silicon. An alloy of iron and silicon used in the production of carbon steel.
High vol met coal. Coal that averages approximately 35% volatile matter. Volatile matter refers to a constituent that becomes gaseous when heated to certain temperatures.
Highwall miner. An auger-like apparatus that drives parallel rectangular entries from the surface up to 1000 feet deep.
Industrial coal. Coal used by industrial steam boilers to produce electricity or process steam. It generally is lower in Btu heat content and higher in volatile matter than metallurgical coal.
Long term contracts. Contracts with terms of one year or longer.
Low Sulfur coal. Coal which, when burned, emits 1.6 pounds or less of sulfur dioxide per million Btus.
Metallurgical coal. The various grades of coal suitable for carbonization to make coke for steel manufacture. Also known as “met” coal, it possesses four important qualities: volatility, which affects coke yield; the level of impurities, which affects coke quality, composition, which affects coke strength; and basic characteristics, which affect coke oven safety. Met coal has a particularly high Btu, but low ash content.
Overburden. Layers of earth and rock covering a coal seam. In surface mining operations, overburden is removed prior to coal extraction.
Overburden ratio. The amount of overburden commonly stated in cubic yards that must be removed to excavate one ton of coal.
Pillar. An area of coal left to support the overlying strata in a mine; sometimes left permanently to support surface structures.
Preparation plant. Usually located on a mine site, although one plant may serve several mines. A preparation plant is a facility for crushing, sizing and washing coal to prepare it for use by a particular customer. The washing process has the added benefit of removing some of the coal’s sulfur content. 9
Probable (Indicated) reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart; therefore, the degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
Proven (Measured) reserves. Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well established.
Reclamation. The process of restoring land and the environment to their approximate original state following mining activities. The process commonly includes “recontouring” or reshaping the land to its approximate original appearance, restoring topsoil and planting native grass and ground covers. Reclamation operations are usually underway before the mining of a particular site is completed. Reclamation is closely regulated by both state and federal law.
Recoverable reserves. The amount of proven and probable reserves that can actually be recovered from the reserve base taking into account all mining and preparation losses involved in producing a saleable product using existing methods and under current law.
Reserves. That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
Non-Reserve Coal. A non-reserve coal deposit is a coal bearing body that has been sufficiently sampled and analyzed in trenches, outcrops, drillings and underground workings to assume continuity between sample points, and therefore warrants further exploration stage work. However, this coal does not qualify as a commercially viable coal reserve as prescribed by Commission standards until a final comprehensive evaluation based upon unit cost per ton, recoverability, and other material factors concludes legal and economic feasibility.
Roof. The stratum of rock or other mineral above a coal seam; the overhead surface of a coal working place. Same as “top.”
Room and pillar mining. In the underground room and pillar method of mining, continuous mining machines cut three to nine entries into the coal bed and connect them by driving crosscuts, leaving a series of rectangular pillars, or columns of coal to help support the mine roof and control the flow of air. As mining advances, a grid-like pattern of entries and pillars is formed. Additional coal may be recovered from the pillars as this panel of coal is retreated.
Spot market. Sales of coal under an agreement for shipments over a period of one year or less. 10
Steam coal. Coal used by power plants and industrial steam boilers to produce electricity or process steam. It generally is lower in Btu heat content and higher in volatile matter than metallurgical coal.
Sulfur. One of the elements present in varying quantities in coal that contributes to environmental degradation when coal is burned. Sulfur dioxide is produced as a gaseous by-product of coal combustion.
Sulfur content. Coal is commonly described by its sulfur content due to the importance of sulfur in environmental regulations. “Low sulfur” coal has a variety of definitions but typically used to describe coal consisting of 1.0% or less sulfur. A majority of the Company’s Central Appalachian reserves are of low sulfur grades.
Surface mine. A mine in which the coal lies near the surface and can be extracted by removing overburden.
Tipple. A structure that facilitates the loading of coal into rail cars.
Tons. A “short” or net ton is equal to 2,000 pounds. A “long” or British ton is 2,240 pounds; a “metric” tonne is approximately 2,205 pounds. The short ton is the unit of measure referred to in this Form 10-K.
Unassigned reserves. Coal which has not been committed, and which would require new mineshafts, mining equipment, or plant facilities before operations could begin in the property.
Underground mine. Also known as a “deep” mine. Usually located several hundred feet below the earth’s surface, an underground mine’s coal is removed mechanically and transferred by shuttle car or conveyor to the surface.
Unit train. A train of a specified number of cars carrying only coal. A typical unit train can carry at least 10,000 tons of coal in a single shipment.
Utility coal. Coal used by power plants to produce electricity or process steam. It generally is lower in Btu heat content and higher in volatile matter than metallurgical coal.
Competition
The coal industry is intensely competitive. There are numerous producers in the coal producing regions in which we operate. We compete with several major and a number of smaller coal producers in the Central/Southern Appalachia area. We also compete with producers of other fuels used in electricity generation, including nuclear, natural gas and hydroelectric producers. We compete with other coal producers and producers of other fuels based primarily on price, and we believe that the principal factors that determine the price at which our coal can be sold are: competition from energy sources other than coal, coal quality; efficiency in extracting and transporting coal; and proximity to customers.
The coal industry is dominated by a few major companies, including Peabody (NYSE: BTU), CONSOL Energy (NYSE: CNX), Arch Coal (NYSE: ACI), and Massey Energy (NYSE: MEE). These and other companies have significantly greater mineral and financial resources than we do. We compete on the basis of price, coal quality and characteristics, transportation costs, and reliability. With respect to customers in our region, we believe that we will be able to compete favorably due to our relatively low transportation costs. In addition, we believe that many customers prefer to receive their requirements from several different suppliers in order to reduce the risk that a single supplier would be unable to deliver. However, because many of our competitors have significantly greater resources than we do, they may be able to offer lower prices, better quality, and better service than us.
Employees
As of the date of this report, Americas Energy Company-AECo has seven full-time employees consisting of executive, administrative and operational staff. The Company currently has a three person Board of Directors, all are also employees.
Properties
The Company owns the premises where the Principal office is located and comprises approximately 6,600 square feet of office space.
The property located at 239 N. Peters Road in Knoxville, Tennessee was purchased for the sum of $975,000. A mortgage note in the amount of $975,000 was issued and requires the Company to pay monthly installment payments of $6,985 with a one- time principal reduction of $63,014 paid in August 2010. The loan accrues interest at a rate of 6%. The unamortized principal balance and accrued interest of approximately $764,756 will be fully due and payable on April 10, 2015.
Property Control
Operations of Americas Energy Company are conducted on leased properties in southeastern Kentucky and central Tennessee. Americas Energy Company’s current practice is to obtain a title review from a licensed attorney prior to leasing property. As is typical in the coal mining industry, Americas Energy Company generally has not obtained title insurance in connection with its acquisitions of coal reserves and/or related surface properties. In many cases, the lessor will grant the leasing entity a warranty of property title. When leasing coal reserves and/or related surface properties where mining has previously occurred, Americas Energy Company may opt not to perform a separate title confirmation due to the previous mining activities on such a property. In cases involving less significant properties and consistent with industry practices, title and boundaries to less significant properties are now verified during lease or purchase negotiationsThe lease terms associated with Americas Energy Company’s reserves are generally sufficient to allow the reserves for the associated operation to be mined within the initial lease term. In fact the terms of many of these leases extend until the exhaustion of the mineable and merchantable coal from the leased property. If, however, extensions of the original lease term become necessary, provisions have generally been made within the original lease to extend the lease term upon continued payment of minimum royalties.
Coal Reserves
As of March 31, 2011, Americas Energy Company had a combined estimated 6.3 million tons of proven and probable recoverable reserves on permitted acreage and 4.1 million tons on non-permitted acreage. All of the reserves consist of High Vol A Bituminous Coal. Reserves are the portion of the proven and probable tonnage that meet Americas Energy Company’s economic criteria regarding mining height, preparation plant recovery, depth of overburden and stripping ratio. Generally, these reserves would be commercially mineable at year-end price and cost levels. Additionally, 2.4 million tons of coal classified as “Non-Reserve” were identified.
Reserves are defined by SEC Industry Guide 7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Proven and probable coal reserves are defined by SEC Industry Guide 7 as follows:
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●
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Proven (Measured) Reserves - Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, working or drill holes: grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
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●
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Probable (Indicated) Reserves - Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but for which the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
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Drill hole spacing for confidence levels in reserve calculations is based on guidelines in U.S. Geological Survey Circular 891 (Coal Resource Classification System of the U.S. Geological Survey). In this method of classification, “proven” reserves are considered to be those lying within one-quarter mile (1,320 feet) of a valid point of measurement and “probable” reserves are those lying between one-quarter mile and three-quarters mile (3,960 feet) from such an observation point.
Our reserve estimates are prepared by a third-party consultant, Engineering Consulting Services, Inc. (ECSI). ECSI is a Kentucky-based engineering firm specializing in civil, environmental, and mining engineering as well as health and safety services. They have been providing high quality engineering services for over 25 years. ECSI personnel includes engineers; geologists; scientists; land surveyors; environmental, health and safety specialists; and assorted technical support personnel.
The table below shows recoverable reserves by quantity and the method of property control as well as the Assigned and Unassigned reserves per mining complex.
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RECOVERABLE RESERVES BY QUANTITY (1)
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|||||||||||||||||||||
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(Millions of Tons)
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|||||||||||||||||||||
| Assigned (2) | Unassigned (2) | ||||||||||||||||||||
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Mining Complex
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Location
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Total
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Proven
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Probable
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Owned
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Leased
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2010
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2011
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2010
|
2011
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|||||||||||
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Evans Coal Corp.
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Bell, and Knox County, KY
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6.3
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0
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3.3
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0
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6.3
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1.2
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1.1
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5.1
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5.0
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|||||||||||
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Tennessee Project
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Bledsoe County, TN
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4.1
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4.1
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0
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0
|
4.1
|
0
|
0
|
4.1
|
4.1
|
|||||||||||
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|
|||||||||||||||||||||
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Notes:
(1) Recoverable reserves represent the amount of proven and probable reserves that can actually be recovered from the reserve base taking into account all mining and preparation losses involved in producing a saleable product using existing methods under current law. Reserve information reflects a moisture of 6.5%. This moisture factor represents the average moisture
present in the Company's delivered coal.
(2) Assigned reserves means coal which has been committed by the coal company to operating mine shafts, mining equipment, and plant facilities, and all coal which has been leased by the Company to others. Unassigned reserves represent coal which has not been committed, and which would require new mineshafts, mining equipment, or plant facilities before operations could begin in the property.
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The table below shows the recoverable reserves by quality, including sulfur content and coal type, per mining complex.
RECOVERABLE RESERVES BY QUALITY (1)
| Sulfur Content | |||||||
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Mining
Complex
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Recoverable Reserves
(Millions of tons)
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< 1% (2)
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>1% (2)
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Compliance Tons (3)
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Average BTU
As received
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Coal Type (4)
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|
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Evans Coal Corporation
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6.3
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1.5
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4.8
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-
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12,700
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LSU
|
|
| Tennessee Project | 4.1 | 0 | 4.1 | - | 13,000 | LSU | |
| Total | 10.4 | 1.5 | 8.9 | ||||
Notes:
(1) Reserve information reflects a moisture factor of 6.5 %. This moisture factor represents the average moisture present in the Company’s delivered coal.
(2) <1% or >1% refers to sulfur content as a percentage in coal by weight.
(3) Compliance coal is any coal that emits less than 1.2 pounds of sulfur dioxide per million BTU when burned. Compliance coal meets sulfur emission standards imposed by Title IV of the Clean Air Act.
(4) Reserve holdings include metallurgical coal reserves. Although these metallurgical coal reserves receive the highest selling price in the current market when marketed to steel-making customers, they can also be marketed as an ultra-high BTU, low sulfur utility coal for electricity generation.
HVM – High Vol Met
LSU – Low Sulfur Utility
V – Various
IS – Industrial Stoker
Description of Procedure for Estimating Reserves
Reserves were estimated by taking coal thickness information from drill holes, trench samples or actual mining data, applying a density factor, recovery factor and the area in acres on which the coal lies. Geologic Quadrangle maps were used to estimate the outcrop of a particular seam. Mined out areas were obtained from aerial photographs, archived mine maps located on the state’s website and in some cases, actual field reconnaissance. The presence of houses, commercial structures, roads, railroads, utility structures, etc., were considered in calculating reserves.
The specific criteria used in calculating the reserves were: actual seam thickness, actual mineable acres, a density of 135 tons/acre/inch, a recovery factor of 80% for surface reserves, 35% for auger reserves and 50% for underground reserves.
Legal Proceedings
No legal proceedings were initiated or served upon the Company in the fiscal year ending March 31, 2011.
From time to time the Company may be named in claims arising in the ordinary course of business. 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.
Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Americas Energy Company-AECo’s (formerly, Trend Technology, Inc..) common stock is quoted on the OTC Bulletin Board (OTC/BB) under the symbol “AENY.OB”. The common stock of Americas Energy Company-AECo was originally quoted on the OTC/BB under the symbol “TRET.OB” beginning June 23, 2006. The quotations provided are for the over the counter market which reflect interdealer prices without retail mark-up, mark-down or commissions, and may not represent actual transactions. The bid prices below have been obtained from sources believed to be reliable:
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Period Ending
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High
|
Low
|
|
June 30, 2011
|
0.37
|
0.11
|
|
March 31, 2011
|
0.50
|
0.10
|
|
December 31, 2010
|
0.68
|
0.42
|
|
September 30, 2010
|
1.20
|
0.41
|
|
June 30, 2010
|
2.70
|
0.81
|
|
March 31, 2010
|
4.61
|
2.25
|
|
December 31, 2009
|
5.05
|
1.36
|
|
September 30, 2009
|
1.38
|
1.26
|
|
June 30, 2009
|
0.25
|
0.25
|
Common stock
Total shares outstanding as of July 13, 2011 were 88,862,983 held by approximately 49 shareholders of record; 59,492,200 Common shares are restricted and an undetermined number of holders in street name (Cede&Co) hold 29,370,783 Common shares. Nevada Agency & Transfer Company Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501, is the registrar and transfer agent for our common shares.
Dividend Policy
Americas Energy Company-AECo has never paid a cash dividend on its common stock. The Company does not anticipate paying any cash dividends on its common stock in the next 12 month period. The payment of any dividends is at the discretion of the Board of Directors.
Recent Sales of Unregistered Securities
On February 19, 2011, the Company authorized the issuance of 400,000 shares of its common stock valued at $198,667 to a former director in exchange for the cancelation of convertible note with the principal balance of $100,000.
On March 30, 2011, the Company granted the issuance of 2,000,000 shares in exchange for the cancellation of a note payable with the principal balance due of $500,000 and accrued interest of $37,167. The fair value of the shares issued was $560,000.
On May 1, 2011, the Company issued a total of 5,243,388 shares of its common stock to officers, employees, and a director of the Company as compensation. The Recipients were Ron Scott 1,031,287 shares, John Gargis 1,031,287 shares, Christopher Headrick 1,280,814 shares, Hershel Hayden 900,000 shares and John Hayes 1,000,000 shares.
On June 1, 2011, The Company issued of 1,000,000 shares of its common stock to Hong Duan an employee of the Company as compensation.
July, 1, 2011 The Company issued of 1,000,000 shares of its common stock to James Liu a director and employee of the Company as compensation.
The shares were issued as exempted transactions under Section 4(2) and/or Regulation S of the Securities Act of 1933. They are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our securities took them for investment purposes without a view to distribution. Furthermore, they had access to information concerning our Company and our business prospects; there was no general solicitation or advertising for the purchase of our securities; and the securities are restricted pursuant to Rule 144.
Options
In January 2011, the Company granted its Vice President of Production and an additional employee options to purchase a variable number of the Company’s common stock at a total aggregate purchase price of $164,000. Under the terms of the option grants, the purchase price was locked in based upon the formula of purchasing a total of 400,000 shares at an exercise price of $0.41 per share. The options expire two years after the date of grant. The options were subsequently cancelled on May 1, 2011 concurrent with and in partial consideration of a stock grant to the same two employees.
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following contains forward-looking statements that involve risks and uncertainties, as described below. Americas Energy Company-AECo (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 Annual report on Form 10-K for the year ended March 31, 2011.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Forward-Looking Statements
This annual 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.
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 March 31, 2010, 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.
Financial Condition and Results of Operations
The following should be read in conjunction with our Consolidated Financial Statements and related Notes thereto included elsewhere in this Annual Report on Form 10-K.
Explanatory Note
On January 21, 2010, Americas Energy Company, a private Nevada corporation. (“AEC”) and Americas Energy Company-AECo, (formerly Trend Technology Corporation) (“AECo”) merged, with AECo continuing as the surviving legal corporation of the Merger. For accounting purposes, the Merger is treated as a “reverse acquisition” with AEC considered the accounting acquirer. Accordingly, AEC’s historical financial statements are included in periodic filings of AECo subsequent to the Merger. The results of operations and cash flows for the year ended March 31, 2010 include the results of operations from AECo for the period July 13, 2009 (Inception) to January 21, 2010 and include the results of operations of the combined company for the period of January 21, 2010 to March 31, 2010. The financial results for the year ended March 31, 2010 include only the period from Inception (July 13, 2009) to March 31, 2010.
Results of Operations
Fiscal 2011 Compared to Fiscal 2010
The following table presents the Company’s consolidated revenues and operating results for the fiscal years ended March 31, 2011 and 2010:
|
Percent
|
||||||||||||||||
|
For the Year
|
From Inception
|
Change
|
Change
|
|||||||||||||
|
Ended
|
(July 13, 2009)
|
Fiscal 2011
|
Fiscal 2011
|
|||||||||||||
|
March 31,
|
Through
|
Compared to
|
Compared to
|
|||||||||||||
|
2011
|
March 31,
|
Fiscal 2010
|
Fiscal 2010
|
|||||||||||||
|
REVENUES
|
||||||||||||||||
|
Coal sales and related income
|
$ | 6,787,212 | $ | 3,539,940 | $ | 3,247,272 | 91.73 | % | ||||||||
|
Other income
|
42,730 | 38,804 | 3,926 | 10.12 | % | |||||||||||
|
Total revenues
|
6,829,942 | 3,578,744 | 3,251,198 | 47.60 | % | |||||||||||
|
OPERATING EXPENSES
|
||||||||||||||||
|
Cost of sales (exclusive of accretion,
|
||||||||||||||||
|
depreciation and depletion)
|
6,020,591 | 3,176,573 | 2,844,018 | 89.53 | % | |||||||||||
|
Accretion, depreciation and depletion
|
818,006 | 33,792 | 784,214 | 2320.71 | % | |||||||||||
|
Compensation expense
|
4,279,551 | 489,665 | 3,789,886 | 773.98 | % | |||||||||||
|
Professional fees
|
256,633 | 87,792 | 168,841 | 192.32 | % | |||||||||||
|
General and administrative expenses
|
624,722 | 195,480 | 429,242 | 219.58 | % | |||||||||||
|
Impairment loss
|
12,525,894 | 256,522 | 12,269,372 | 4782.97 | % | |||||||||||
|
Total operating expenses
|
24,525,397 | 4,239,824 | 20,285,573 | 4282.97 | % | |||||||||||
|
Loss from operations
|
(17,695,455 | ) | (661,080 | ) | (17,034,375 | ) | 478.45 | % | ||||||||
|
OTHER INCOME (EXPENSES)
|
||||||||||||||||
|
Interest expense
|
(1,003,343 | ) | (9,284,333 | ) | 8,280,990 | (89.53 | %) | |||||||||
|
Gain on bargain purchase
|
- | 89,143 | (89,143 | ) | - | |||||||||||
|
Gain on disposition of asset
|
7,927 | - | 7,927 | - | ||||||||||||
|
Gain (loss) on extinguishment of debt
|
18,118,269 | (71,830 | ) | 18,190,099 | - | |||||||||||
|
Total other income (expenses)
|
17,122,853 | (9,267,020 | ) | 26,389,873 | 154.12 | % | ||||||||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
$ | (572,602 | ) | $ | (9,928,100 | ) | $ | 9,355,498 | (1633.86 | )% |
During the year ended March 31, 2011, we have generated $6,829,942 in total revenue which is comprised of sales of coal and oil compared to our total sales during fiscal 2010 of $3,578,744. The total coal production sold during fiscal year 2011 was 107,438 tons as compared to 42,761 tons sold in the prior fiscal year. During both periods, are oil production was minimal. As indicated above, we had a short fiscal year in 2010 as we did not commence production until November 2009.
Our operating expense during fiscal year 2010 included professional fees of $256,633 compared to $87,792. The increase in fiscal year 2011 compared to 2010 is due to a full year of audit and legal costs associated with our public filings as opposed to the costs we incurred in the previous short period, The increase in general and administrative expenses in fiscal 2010 compared to fiscal 2009 is due to a full year of operations as compared to the short year of operations in 2010. Our impairment loss of $12,525,894 pertains to our impairment analysis of coal reserves acquired in our acquisition of Evan’s Coal Company.
Our interest expense in fiscal year 2009 of $9,284,333 includes a beneficial conversion feature of $9,000,000 relating to the issuance of convertible debt. Our gain on extinguishment of debt in 2010 totaling $18,118,269 includes $18,235,497 of gain we recognized in the extinguishment of the obligation we initially owed the Evans family on the purchase of Evans Coal. We also recognized losses of $117,228 in issuances of our common stock to a former director in the cancellation of debt due him and also from the cancelation of payables due for legal and accounting services.
Liquidity and Capital Resources
During the fiscal year ended March 31, 2011, net cash provided by operating activities totaled $92,432. Net cash used in investing activities totaled ($1,391,902) included ($833,461) paid in the development of mineral properties and related capital improvements, ($384,839) to purchase equipment and make improvements on our building, ($13,602) invested in certificate of deposits that we pledged against reclamation permits, ($150,000) investment in Proton Power, a privately held company, and $(10,000) in a loan we made to an unrelated party. Financing activities provided a total of $767,761 of which $277,419 relate to net advances received on our term loan, $100,000 was received from a director through the issuance of a convertible note, $70,000 from advances from an officer, $500,000 from loans made from a shareholder, ($12,823) in principal payments on a capital lease obligations and ($166,835) in principal payments on notes payable. The resulting change in cash for the period was a decrease of ($531,709). The cash balance at the beginning of the fiscal year totaled $542,331. The cash balance at the end of the fiscal year totaled 10,622.
From Inception (July 13, 2009) to the period ended March 31, 2010, net cash used in operating activities totaled $431,553. Net cash used in investing activities totaled ($7,962,653) which included ($815,997) paid to acquire mineral properties and related capital improvements, ($7,000,000) paid in connection with our acquisition of Evans Coal Company, ($46,656) to purchase equipment used in our operations and we made a ($100,000) investment in Proton Power. Financing activities provided a total of $8,936,537, which included $9,000,000 in proceeds from the issuance of convertible debentures, and $6,935 in our acquisition of Evan less ($70,398) in principal payments on a capital lease obligations The resulting change in cash for the period was an increase of $542,331. Cash at the beginning of the period totaled $0 and the increase resulted in $542,331 in cash at the end of the period ending March 31, 2010.
Critical components of our operating plan impacting our continued existence are the net revenue generated from the production and sale of coal and the ability to obtain additional capital through additional equity and/or debt financing.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Based upon current operating levels and obligations, we may require additional capital to sustain our operations for the foreseeable future. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.
Plan of Operation
Americas Energy Company-AECo with offices located in Knoxville, Tennessee currently operates surface mines in southeastern Kentucky. Americas Energy Company holds Evans Coal Corp. as a wholly owned subsidiary. The company owns or controls by lease mineral rights and currently operates by use of contractors, one surface mines in Bell County and one in Knox County, Kentucky. Their primary product is a high BTU, mid-sulfur steam coal.
Evans Coal Corp. was organized in Kentucky on July 9, 1987 and is engaged in the business of mining high grade coal from its property located in Bell County, Kentucky. The company holds various leases and permits to mine those lease rights. The company owns a variety of mining equipment consisting of trucks, loading, drilling, dozers and other heavy equipment for use in its mining operations.
Americas Energy Company currently has two mining complexes, one located in Kentucky and one in Tennessee. A mining complex is defined as all mines that supply a single wash plant. These complexes blend, process and ship coal that is produced from one or more mines. Americas Energy Company presently uses two distinct extraction techniques: dozer and front-end loader surface mining and auger mining. In 2009, all of Americas Energy Company’s production was shipped via truck to various locations for purchase. Beginning in 2010 the Company has made additional shipments of coal via unit train. In 2011 we primarily shipped via truck to various locations for purchase.
In addition to direct production, the company on occasion, has brokered coal and will continue to do so when profitable opportunities exist.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or financing activities with special purpose entities.
Americas Energy Company- AECo
Financial Statements
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Americas Energy Company-AECo
Knoxville, Tennessee
We have audited the accompanying consolidated balance sheets of Americas Energy Company-AECo. (the “Company”) as of March 31, 2011 and 2010, and the related consolidated statements of operations, statement of stockholder’s equity and cash flows for the year ended March 31, 2011 and the period from inception (July 13, 2009) through March 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2011 and 2010, and the results of its operations and its cash flows for the year ended March 31, 2011 and for the period from its inception (July 13, 2009) through March 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses and had negative cash flows from operations that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in the Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Weaver & Martin, LLC
Weaver & Martin, LLC
Kansas City, Missouri
July 15, 2011
|
AMERICAS ENERGY COMPANY - AECo
|
||||||||
|
CONSOLIDATED BALANCE SHEETS
|
||||||||
|
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | 10,622 | $ | 542,331 | ||||
|
Trade receivables
|
- | 256,377 | ||||||
|
Other receivables
|
10,000 | - | ||||||
|
Prepaid expense
|
23,329 | 103,913 | ||||||
|
Deferred tax asset
|
- | 718,150 | ||||||
|
Total current assets
|
43,951 | 1,620,771 | ||||||
|
Property, plant, and equipment
|
5,811,743 | 4,454,133 | ||||||
|
Less accumulated depreciation
|
(578,637 | ) | (6,830 | ) | ||||
|
Property, plant, and equipment, net
|
5,233,106 | 4,447,303 | ||||||
|
Other assets
|
||||||||
|
Capitalized mining properties
|
17,628,588 | 29,516,393 | ||||||
|
Investment in unconsolidated subsidiary
|
250,000 | 100,000 | ||||||
|
Certificates of deposit - pledged
|
1,594,110 | 1,580,508 | ||||||
|
Goodwill
|
742,000 | 742,000 | ||||||
|
Total other assets
|
20,214,698 | 31,938,901 | ||||||
|
TOTAL ASSETS
|
$ | 25,491,755 | $ | 38,006,975 | ||||
|
LIABILITIES AND STOCKHOLDER'S EQUITY
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable
|
$ | 466,130 | $ | 296,013 | ||||
|
Accrued expenses
|
93,051 | 132,835 | ||||||
|
Line of credit
|
277,419 | - | ||||||
|
Notes payable - related party
|
70,000 | - | ||||||
|
Current maturities of long-term debt
|
27,699 | 859,814 | ||||||
|
Current portion of capital lease obligations
|
13,943 | 13,091 | ||||||
|
Loans payable
|
1,198,685 | 1,198,685 | ||||||
|
Total current liabilities
|
2,146,927 | 2,500,438 | ||||||
|
Asset retirement obligations
|
1,339,573 | 1,296,674 | ||||||
|
Accrued royalty
|
7,291,321 | 5,676,000 | ||||||
|
Deferred tax liability - long-term
|
- | 15,375 | ||||||
|
Long-term portion of capital lease obligations
|
18,060 | 31,736 | ||||||
|
Long-term debt
|
853,764 | 19,140,141 | ||||||
|
Total long-term liabilities
|
9,502,718 | 26,159,926 | ||||||
|
Total liabilities
|
11,649,645 | 28,660,364 | ||||||
|
Commitments and contingencies
|
- | - | ||||||
|
Stockholder's equity
|
||||||||
|
Common stock; $0.0001par value; 100,000,000 shares
|
||||||||
|
authorized; 81,619,595 issued and outstanding at March 31, 2011
|
8,162 | 7,052 | ||||||
|
and 70,524,595 shares issued and outstanding on March 31, 2010
|
||||||||
|
Additional paid in capital
|
24,836,380 | 19,066,614 | ||||||
|
Retained deficit
|
(11,002,432 | ) | (9,727,055 | ) | ||||
|
Total stockholder's equity
|
13,842,110 | 9,346,611 | ||||||
|
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
|
$ | 25,491,755 | $ | 38,006,975 | ||||
|
AMERICAS ENERGY COMPANY - AECo
|
||||||||
|
CONSOLIDATED STATEMENT OF OPERATIONS
|
||||||||
|
From Inception
|
||||||||
|
For the Year
|
(July 13, 2009)
|
|||||||
|
Ended
|
Through
|
|||||||
|
March 31,
|
March 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
REVENUES
|
||||||||
|
Coal sales and related income
|
$ | 6,787,212 | $ | 3,539,940 | ||||
|
Other income
|
42,730 | 38,804 | ||||||
|
Total revenues
|
6,829,942 | 3,578,744 | ||||||
|
OPERATING EXPENSES
|
||||||||
|
Cost of sales (exclusive of accretion, depreciation and depletion)
|
6,020,591 | 3,176,573 | ||||||
|
Accretion, depreciation and depletion
|
818,006 | 33,792 | ||||||
|
Compensation expense (including stock based in 2011 of $3,688,388
|
||||||||
|
and $200,000 in 2010)
|
4,279,551 | 489,665 | ||||||
|
Professional fees
|
256,633 | 87,792 | ||||||
|
General and administrative expenses
|
624,722 | 195,480 | ||||||
|
Impairment loss
|
12,525,894 | 256,522 | ||||||
|
Total operating expenses
|
24,525,397 | 4,239,824 | ||||||
|
Loss from operations
|
(17,695,455 | ) | (661,080 | ) | ||||
|
OTHER INCOME (EXPENSES)
|
||||||||
|
Interest income
|
- | - | ||||||
|
Interest expense
|
(1,003,343 | ) | (9,284,333 | ) | ||||
|
Gain on bargain purchase
|
- | 89,143 | ||||||
|
Gain on disposition of asset
|
7,927 | - | ||||||
|
Gain (loss) on extinguishment of debt
|
18,118,269 | (71,830 | ) | |||||
|
Total other income (expenses)
|
17,122,853 | (9,267,020 | ) | |||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
(572,602 | ) | (9,928,100 | ) | ||||
|
PROVISION FOR INCOME TAXES (BENEFITS)
|
(702,775 | ) | 201,045 | |||||
|
NET INCOME (LOSS)
|
$ | (1,275,377 | ) | $ | (9,727,055 | ) | ||
|
PER SHARE DATA
|
||||||||
|
Basic and diluted income (loss) per common share
|
$ | (0.02 | ) | $ | (0.36 | ) | ||
|
Basic and diluted weighted average common shares outstanding
|
74,294,127 | 26,861,911 | ||||||
|
AMERICAS ENERGY COMPANY, INC.
|
||||||||||||||||||||
|
(Formerly Trend Technology Corporation)
|
||||||||||||||||||||
|
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
|
FROM INCEPTION (JULY 13, 2009) THROUGH MARCH 31 2011
|
||||||||||||||||||||
|
Additional
|
Total
|
|||||||||||||||||||
|
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
|
BALANCE - July 13, 2009 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Founder share issuance
|
33,000,000 | 3,300 | 196,700 | - | 200,000 | |||||||||||||||
|
Offering costs
|
(35,000 | ) | (35,000 | ) | ||||||||||||||||
|
Recapilazation on reverse acquisition
|
20,524,595 | 2,052 | 739,948 | - | 742,000 | |||||||||||||||
|
Beneficial conversion features on
|
||||||||||||||||||||
|
issuances of convertible debt
|
- | - | 3,492,515 | - | 3,492,515 | |||||||||||||||
|
Discount realized on Warrant grants
|
- | - | 5,506,737 | - | 5,506,737 | |||||||||||||||
|
Conversions of debt to common shares
|
17,000,000 | 1,700 | 9,165,714 | - | 9,167,414 | |||||||||||||||
|
Net loss
|
- | - | - | (9,727,055 | ) | (9,727,055 | ) | |||||||||||||
|
BALANCE - March 31, 2010
|
70,524,595 | 7,052 | $ | 19,066,614 | (9,727,055 | ) | 9,346,611 | |||||||||||||
|
Shares issued for prepaid interest
|
25,000 | 3 | 26,247 | - | 26,250 | |||||||||||||||
|
Shares issued for services
|
3,293,298 | 330 | 3,477,858 | - | 3,478,188 | |||||||||||||||
|
Shares issued in settlement of debt
|
376,702 | 37 | 153,845 | - | 153,883 | |||||||||||||||
|
Shares issued for cancellation of RJCC obligation
|
5,000,000 | 500 | 1,167,664 | - | 1,168,164 | |||||||||||||||
|
Shares issued on cancel of convertible debt
|
2,400,000 | 240 | 758,427 | - | 758,667 | |||||||||||||||
|
Compensation recognized on option grants
|
- | - | 115,058 | - | 115,058 | |||||||||||||||
|
Beneficial conversion features on
|
||||||||||||||||||||
|
issuances of convertible debt
|
- | - | 70,666 | - | 70,666 | |||||||||||||||
|
Net loss
|
(1,275,377 | ) | (1,275,377 | ) | ||||||||||||||||
|
BALANCE - March 31, 2011
|
81,619,595 | $ | 8,162 | $ | 24,836,380 | $ | (11,002,432 | ) | $ | 13,842,110 | ||||||||||
|
AMERICAS ENERGY COMPANY - AECo
|
||||||||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
|
For the Year
|
July 13, 2009
|
|||||||
|
Ended
|
(Inception) to
|
|||||||
|
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net Income (loss)
|
$ | (1,275,377 | ) | $ | (9,727,055 | ) | ||
|
Adjustment to reconcile net income (loss) to net cash
|
||||||||
|
provided by (used in) operating activities:
|
||||||||
|
Gain (loss) on extinguishment of debt
|
(18,118,269 | ) | 71,830 | |||||
|
Impairment loss
|
12,525,894 | 256,522 | ||||||
|
Gain on bargain purchase
|
- | (89,143 | ) | |||||
|
Gain on disposal of asset
|
(7,927 | ) | - | |||||
|
Accretion, depreciation and depletion
|
818,006 | 13,277 | ||||||
|
Shares issued for services
|
3,553,330 | 200,000 | ||||||
|
Options issued for services
|
115,058 | - | ||||||
|
Shares issued for interest
|
63,417 | 52,691 | ||||||
|
Amortization of discount on convertible debentures
|
70,666 | 9,000,000 | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Decrease (increase) in accounts receivable
|
256,377 | (256,377 | ) | |||||
|
Decrease (increase) in prepaid expenses
|
80,584 | (87,911 | ) | |||||
|
Decrease (increase) in deferred tax asset
|
718,150 | (216,420 | ) | |||||
|
Increase in accounts payable
|
253,130 | 296,012 | ||||||
|
Increase in accrued expenses
|
273,121 | 119,131 | ||||||
|
Accrued interest added to principal
|
781,647 | - | ||||||
|
Decrease in deferred tax liability
|
(15,375 | ) | 15,375 | |||||
|
Increase in asset retirement obligation
|
- | 20,515 | ||||||
|
Net cash provided by (used in) operating activities
|
92,432 | (331,553 | ) | |||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Investment in certificates of deposit
|
(13,602 | ) | - | |||||
|
Investment in note receivable
|
(10,000 | ) | - | |||||
|
Investment in capital stock
|
(150,000 | ) | (100,000 | ) | ||||
|
Purchase of property, plant and equipment
|
(384,839 | ) | (46,656 | ) | ||||
|
Purchase of subsidiary
|
- | (7,000,000 | ) | |||||
|
Additions to capitalized mineral properties
|
(833,461 | ) | (815,997 | ) | ||||
|
Net cash used in investing activities
|
(1,391,902 | ) | (7,862,653 | ) | ||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Cash received in acquisition of subsidiary
|
- | 6,935 | ||||||
|
Proceeds from line of credit, net
|
277,419 | - | ||||||
|
Proceeds from convertible debt - related party
|
100,000 | 9,000,000 | ||||||
|
Proceeds from note payable - related party
|
570,000 | - | ||||||
|
Payment of obligation under capital lease
|
(12,823 | ) | (70,398 | ) | ||||
|
Payment on note payable
|
(166,835 | ) | - | |||||
|
Net cash provided by financing activities
|
767,761 | 8,936,537 | ||||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(531,709 | ) | 742,331 | |||||
|
CASH AND CASH EQUIVALENTS - beginning of period
|
542,331 | - | ||||||
|
CASH AND CASH EQUIVALENTS - end of period
|
$ | 10,622 | $ | 742,331 | ||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
|
Interest paid
|
$ | 78,577 | $ | 39,905 | ||||
|
Income taxes paid
|
$ | - | $ | - | ||||
|
AMERICAS ENERGY COMPANY - AECo
|
|||||||
|
(Formerly Trend Technology Corporation)
|
|||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
|
|||||||
|
Supplemental disclosures of non-cash investing and financing activities:
|
|||||||
|
In May 2010, the Company purchased a commercial building for $975,000. Under the
|
|||||||
|
terms of the agreement, the Company made a down payment of $20,956 (See Note 8).
|
|||||||
|
In May 2010, the Company issued 25,000 shares of its common stock to a director
|
|||||||
|
as interest in connection with a $100,000 loan he made to the Company. The 25,000
|
|||||||
|
shares were valued at their respective market value on date of issuance totaling
|
|||||||
|
$26,250 which was being amortized and charged to operations over the six month term
|
|||||||
|
of the loan. The director has the right to convert all or a portion of the $100,000
|
|||||||
|
loan into common shares of the Company at a conversion price of $0.75 per share.
|
|||||||
|
The Company recognized a beneficial conversion feature of $70,666 which was
|
|||||||
|
accounted for a discount against the $100,000 principal balance of the note.
|
|||||||
|
The discount was amortized and charged to interest expense over the six
|
|||||||
|
month term of the loan In March 2011, the principal balance of the note was
|
|||||||
|
converted into 400,000 shares of the Company's common stock and the Company
|
|||||||
|
recognized a loss on the conversion of $98,667 that was charged to operations .(See Note 11).
|
|||||||
|
In September 2010, the Company negotiated a new agreement with the shareholders
|
|||||||
|
of Evans Coal Company relating to the purchase of Evans. Under the new terms,
|
|||||||
|
the $25,000,000 promissory note and 2% finders fee were canceled. The Company
|
|||||||
|
recognized a gain on the extinguishment of this debt amounting to $18,235,497
|
|||||||
|
which was credited to operations and included in the net gain on modification of acquisition.
|
|||||||
|
On October 25, 2010, the Company authorized the issuance of 5,000,000 shares of its
|
|||||||
|
common stock in exchange for the cancelation of its obligation to RJCC Group totaling
|
|||||||
|
$1,168,164 on the acquisition of the mineral rights on the Bledsoe property. RJCC Group
|
|||||||
|
is partially owned by an officer of the Company. As Bledsoe is a related party, no
|
|||||||
|
gain or loss was recognized on the cancelation.
|
|||||||
|
During the year ended March 31, 2011, the Company issued a total of 3,293,298
|
|||||||
|
shares of its common stock to officers, employees consultants. And professionals for
|
|||||||
|
services rendered valued at $3,567,623. that was charged to operations. These
|
|||||||
|
shares were valued on their respective trading price on date of issuance.
|
|||||||
|
During the year ended March 31, 2011, the Company issued 376,702 shares of
|
|||||||
|
its common stock in cancelation of past due professional fees totaling $58,332.
|
|||||||
|
The Company valued the shares at their respective trading price on date of
|
|||||||
|
issuance and recognized a gain of $4,272 on the debt cancelation.
|
|||||||
|
In January 2011, the Company granted an officer and an employee options to purchase
|
|||||||
|
a total of 400,000 shares of the Company's common stock at an exercise price of $0.41
|
|||||||
|
per share. The options expire two years after the grant date. See Note 16.
|
|||||||
|
AMERICAS ENERGY COMPANY - AECo
|
|||||||
|
(Formerly Trend Technology Corporation)
|
|||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
|
|||||||
|
Supplemental disclosures of non-cash investing and financing activities:
|
|||||||
|
In July 2009, the Company entered into an agreement to acquire mineral rights for
|
|||||||
|
the mining of coal from its Executive Vice President for payments totaling $1,250,000
|
|||||||
|
of which the Company has paid $75,000. The remaining balance of $1,025,054 is
|
|||||||
|
payable in 49 monthly installments of $25,000 commencing in January 2010. As the
|
|||||||
|
terms of the purchase did not provide for interest on the installments, the Company
|
|||||||
|
imputed interest using an effective annual interest rate of 6% and discounted the
|
|||||||
|
remaining balance due to $1,025,054.
|
|||||||
|
In October 2009, the Company entered into an agreement to lease a truck from that was
|
|||||||
|
accounted for as a capital lease with a fair value of $21,698 (See Note 8)
|
|||||||
|
In January 2010, The Company acquired Americas Energy Company ("AECO")
|
|||||||
|
through the issuance of 33,000,000 shares of its common stock in exchange for all
|
|||||||
|
of the outstanding shares of AECO. The transaction was accounting for as a reverse
|
|||||||
|
acquisition pursuant to ASC Topic 805-40 and the Company recognized goodwill
|
|||||||
|
amounting to $742,000 (See Note5)
|
|||||||
|
In February 2009, the Company entered into an agreement to lease a truck from that was
|
|||||||
|
accounted for as a capital lease with a fair value of $21,377 (See Note 10)
|
|||||||
|
In 2010, the Company received a total of $9,000,000 through the issuance of convertible
|
|||||||
|
promissory notes and warrants. The Company recorded a discount on the Notes based
|
|||||||
|
on the relative fair values of the conversion features and warrants totaling $7,439,024,
|
|||||||
|
which was charged to interest expense in March 2010 when the Note were converted
|
|||||||
|
into 17,000,000 shares of the Company's common stock.(See Note 12)
|
|||||||
|
In March 2010, the Company acquired Evans Coal Corp. for $7,000,000 in cash
|
|||||||
|
a promissory note with a face value of $25,000,000 and agreed to pay a 2%
|
|||||||
|
overriding royalty of all coal sales produced from the acquired reserves (See Note 11)
|
|||||||
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations – Americas Energy Company – AECo (“the Company”) was incorporated under the name of Trend Technology Corporation in the State of Nevada on February 16, 2001. On October 14, 2009, the Company changed its name to Americas Energy Company-AECo in anticipation of the acquisition of Americas Energy Company “(AECO”). The acquisition occurred on January 21, 2010 when the Company issued 33,000,000 shares of its common stock in exchange for receiving all of the outstanding shares of AECO. The transaction was accounted for as a reverse acquisition pursuant to ASC Topic 805-40 whereby AECO is the accounting acquirer and its operation continue to be reported as if it had actually been the acquirer. In recording the acquisition, the Company valued the shares issued using the net book value of AECO and recorded $742,000 as goodwill, which represented the difference between the fair value of the common shares issued and the net assets of AECO.
As further discussed in Note 4, on March 31, 2010, the Company acquired all of the outstanding shares of Evans Coal Corp. (“Evans”) in exchange for $7,000,000 in cash, a $25,000,000 promissory note and a 2% overriding royalty on all coal sales generated from the properties acquired from Evans. Evans was organized in Kentucky on July 9, 1987 and is engaged in the business of mining high-grade steam coal from its properties located in Southeast Kentucky.
Since acquiring Evans, the Company determined that the reserves actually received in the acquisition were less than what was expected. Based upon the new information, management initiated negotiations with Evans whereby requesting a modification to the purchase price and terms of the original agreement. Pursuant to the agreed upon modifications effective September 28, 2010, Evans agreed to cancel the $25,000,000 promissory note present valued at $19,537,912 and the 2% overriding royalty valued at $5,647,293 in exchange for granting the former shareholders of Evans a $2 per ton royalty on all coal produced from the leases acquired as a result of this agreement, excluding the Cardinal lease on which a royalty of $1 per ton will be paid. The new royalty obligation was valued at $6,949,707. As of March 31, 2011, the Company recorded a gain on the agreement modification of $18,235,498, which is comprised of the present carry value of the promissory note together with accrued interest totaling $19,537,912 less the net increase in royalty obligation of $1,302,414. In addition, the Company recognized an impairment of $12,419,895, the original value of acquired reserved deemed impaired (See Note 4).
Basis of Presentation – These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America and include the have been consistently applied in the preparation of the financial statements on a going concern basis, which assumes the realization of assets and the discharge of liabilities in the normal course of operations for the foreseeable future.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
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.
Cash and Cash Equivalents – The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2011, the Company’s cash balances did not exceed the FDIC limits.
Accounts Receivable – Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates the need for an allowance for doubtful accounts based on review of historical write-off experience and industry data. As of March 31, 2011 and 2010, there was no allowance for doubtful accounts, since all of the Company’s receivables were subsequently collected.
Advanced Mining Royalties – Lease rights to coal lands are often acquired in exchange for royalty payments. Advance mining royalties are advance payments made to lessors under terms of mineral lease agreements that are recoupable against future production. These advance payments are deferred and charged to operations as the coal reserves are mined. The Company regularly reviews recoverability of advance mining royalties and establishes or adjusts the allowance for advance mining royalties as necessary using the specific identification method. In instances where advance payments are not expected to be offset against future production royalties, the Company establishes a provision for losses on the advance payments that have been paid and the scheduled future minimum payments are expensed and recognized as liabilities. Advance royalty balances are charged off against the allowance when the lease rights are either terminated or expire. As of March 31, 2011 and 2010, the Company had advanced royalties totaling $0 and $81,000, respectively, which are included on the balance sheet in prepaid expenses.
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method and with useful lives used in computing depreciation ranging from 3 to 5 years. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
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.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
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.
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. If the assessment indicates that the properties are impaired, the amount of the impairment will be added to the capitalized costs to be amortized.
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. During the period ended March 2011, the Company recognized an impairment expense relating to its coal reserves of $12,525,894. During the period ended March 2010, the Company recognized an impairment expense relating to its oil and gas property amounting to $256,522.
Goodwill - Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets of acquired companies. Goodwill is not amortized; instead, it is tested for impairment annually or more frequently if indicators of impairment exist. On an ongoing basis, absent any impairment indicators, the Company performs its goodwill impairment testing as of March 31 of each year.
The Company tests its consolidated goodwill for impairment using a fair value approach at the consolidated level, and performs the goodwill impairment test in two steps. Step one compares the fair value to its carrying amount. If step one indicates that an impairment potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value.
For purposes of the step one analysis, estimates of fair value are based on discounted cash flows (the “income approach”). Under the income approach, the fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of significant management assumptions including markets, sales volumes and prices, costs to produce, capital spending, working capital changes and the discount rate. The discount
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
rate is commensurate with the risk inherent in the projected cash flows and reflects the rate of return required by an investor in the current economic conditions. The Company estimates the fair value of goodwill using a number of factors, including the application of multiples and discounted cash flow estimates.
Goodwill of $742,000 as of March 31, 2010 and 2011 was acquired on January 21, 2010 in connection with the Company’s reverse Merger (Note 4). Due to the short period between the Merger and the annual impairment testing date and the absence of any impairment indicators between the date of acquisition and March 31, 2010 related to the goodwill acquired, the Company did not test the newly acquired goodwill for impairment. The Company determined that goodwill was not impaired as of March 31, 2011.
Asset Retirement Obligations –Minimum standards for mine reclamation have been established by various regulatory agencies and dictate the reclamation requirements at the Company’s operations. The Company’s asset retirement obligations consist principally of costs to reclaim acreage disturbed at surface operations and estimated costs to reclaim support acreage and perform other related functions at underground mines. The Company records these reclamation obligations at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is recorded. The Company annually reviews its estimated future cash flows for its asset retirement obligations. See Note 13 for further disclosures related to the Company’s asset retirement obligations.
Income Taxes – Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740-10, formerly SFAS 109 "Accounting for Income Taxes." Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When it is considered to be more likely than not that a deferred tax asset will not be realized, a valuation allowance is provided for the excess.
Revenue Recognition – The Company earns revenues primarily through the sale of coal, but also earns revenue from the sale of oil and the leasing of its equipment. The Company recognizes revenues utilizing the following general revenue recognition criteria: 1) pervasive evidence of an arrangement exists; 2) delivery has occurred; 3) the price to the buyer is fixed or determinable; and 4) collectability is reasonably assured.
Delivery of coal sales is determined to be complete for revenue recognition purposes when title and risk of loss has passed to the customer in accordance with stated contractual terms and there is no future obligations related to the shipment. Title generally passes as the coal is loaded into transport carriers for delivery to the customer.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
Pneumoconiosis (Black Lung) Benefits - The Company is required by federal and state statutes to provide benefits to employees for awards related to black lung. Charges are made to operations for state black lung claims. The Company recognizes on its balance sheet the amount of the Company’s unfunded Accumulated Benefit Obligation (“ABO”) at the end of the year. Amounts recognized in Accumulated other comprehensive income (loss) are adjusted out of Accumulated other comprehensive income (loss) when they are subsequently recognized as components of net periodic benefit cost.
Financial Instruments – Financial instruments consist of cash, accounts receivable, accounts payable, notes payable and advances payable. Recorded values of cash, receivables, 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.
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.
Loss Per Share – The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, formerly SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
Potential common shares at March 31, 2011 comprised of 9,000,000 Warrants and 400,000 options. The options were subsequently cancelled on May 1, 2011.
NOTE 2 – RECENT ACCOUNTING PRONOUNCMENTS
We do not believe there are any recently issued accounting standards that have not yet been adopted that will have a material impact on the Company’s financial statements.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $1,275,377 for the year ended March 31, 2011. In addition, at March 31, 2011, the Company had negative working capital of $2,102,976 and an accumulated deficit of $11,002,432.
These conditions give rise to doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 4 – BUSINESS COMBINATIONS
Americas Energy Company – AECo (formerly Trend Technology Corp.)
On January 21, 2010, the Company completed its Merger with Americas Energy Company “AEC”), a private Nevada corporation. In accordance with the Definitive Merger Agreement, AECo, acquired 100% of the outstanding shares of AEC in exchange for 33,000,000 shares of its common stock or 62% ownership interest in AECo whereby causing AEC shareholders to receive a majority of the voting rights in the combined entity. For accounting purposes, the acquisition was treated as a recapitalization and AEC is reflected as the acquirer of AECo (a reverse acquisition). Accordingly, the 20,524,595 common shares held by the Company’s shareholders were deemed to have been issued by AEC in exchange for the Company’s identifiable net assets at the date of acquisition.
Pursuant to the terms of the Merger Agreement, upon completion of the business combination, all of the assets of AECo on January 21, 2010, were sold at the closing for a sum of $1. As a result of the asset sale, no assets or liabilities were acquired or assumed in connection with the reverse merger. Therefore the Company has recorded $742,000 of goodwill which represents the estimated the fair value of the consideration given in the form of 33,000,000 shares of the Company common stock. In addition, it was agreed that the surviving Company had received financing in the amount of $2,000,000, which is convertible upon closing at $0.75 per share. (See Note 12)
Evans Coal Corp.
On March 31, 2010, we completed our February 6, 2010, Agreement and Plan of Merger with Evans Coal Corp. (“Evan’s”), a private Kentucky corporation, by completing the acquisition of 100% of the outstanding common stock of EvansCC for a total purchase price of $32,000,000. Pursuant to the agreement, the Company paid a total of $7,000,000 in cash with the remaining balance of $25,000,000 being secured by a promissory note, which includes an imputed interest rate, and matures on March 31, 2025. (See Note 11).
Pursuant to ASC 805, we have recognized the identifiable assets acquired and the liabilities assumed as follows:
|
At March 31,
|
||||
|
2010
|
||||
|
Consideration
|
||||
|
Cash
|
$ | 7,000,000 | ||
|
Promissory Note1
|
18,974,900 | |||
|
Fair value of total consideration transferred
|
$ | 25,974,900 | ||
|
Recognized amounts of identifiable assets acquired and liabilities assumed 2
|
||||
|
Financial assets
|
$ | 1,587,443 | ||
|
Coal properties
|
27,767,525 | |||
|
Property, plant and equipment
|
4,362,650 | |||
|
Deferred tax assets
|
501,730 | |||
|
Financial liabilities
|
(8,155,305 | ) | ||
|
Gain on bargain sale
|
(89,143 | ) | ||
|
Total identifiable net assets
|
$ | 25,974,900 | ||
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
|
1
|
The fair value of the $25,000,000 promissory note issued as part of the consideration paid for Evans was fair valued utilizing the present value of the payment stream at a discount rate of 6.34%.
|
| 2 |
In conformity with ASC 805, the Company has allocated its purchase price of Evans based on the estimated fair value of the identifiable net assets acquired. The Company engaged the services of an independent business valuation firm to assist in its estimation of the fair values of the assets acquired and liabilities assumed.
|
The amounts of Evans revenue and expenses included in AECo’s consolidated income statement for the year ended March 31, 2010, and the unaudited revenue and net loss of the combined entity had the acquisition date been July 13, 2009 are:
|
Revenue
|
Expenses
|
|||||||
|
Actual from July 13, 2009 to March 31, 2010 1
|
$ | -0- | $ | -0- | ||||
|
Supplemental pro forma from
|
||||||||
|
July 13, 2009 to March 31, 2010
|
$ | 8,367,871 | $ | 9,248,511 | ||||
| 1 | As the acquisition was completed on March 31, 2010, the accompanying consolidated financial statements do not include any revenue or expenses of Evans. |
Effective September 28, 2010, the former shareholders of Evans and the Company agreed to modify the terms of the purchase due to newly found information concerning the mining reserves acquired in the merger. Under the modified terms, the $25,000,000 obligation under the promissory note with a present value on September 28, 2010 of $19,535,854 and the 2% overriding royalty valued at $5,647,293 were canceled in in exchange for granting the former shareholders of Evans a $2 per ton royalty on all coal produced from the leases acquired as a result of this agreement, excluding the Cardinal lease on which a royalty of $1 per ton will be paid. The new royalty obligation was valued at $6,949,707 on the effective date. The Company recorded a net gain on the modification of $5,815,602 which is comprised of the de-recognition of liabilities totaling $18,235,497 less $12,419,895, the original value of acquired reserved deemed impaired.
NOTE 5 – CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. As of March 31, 2011 and 2010, the company exceeded the amounts insured by approximately $0 and $262,633, respectively.
Significantly, all of the Company’s revenues during the period ended March 31, 2011 and 2010 were derived from nine customers of whom three customers purchased approximately 95% and 92%, respectively of the Company’s total coal sales. Trade receivable balances at March 31, 2011 and 2010 was $0 and $256,377, respectively. The outstanding balances at March 31, 2010, were due from two customers of which one owed 71% of the total.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
All of the Company’s coal mining during the periods was subcontracted to three operators.
NOTE 6 – PROPERTY, PLANT, EQUIPMENT AND MINING DEVELOPMENT
Property, plant, and equipment at March 31, 2011 and 2010, consist of the following:
|
Useful
|
March 31,
|
||||||||
|
Life
|
2011
|
2010
|
|||||||
|
Land
|
$ | 244,348 | $ | - | |||||
|
Building and improvements
|
5 to 20 years
|
768,886 | - | ||||||
|
Mining and transportation equipment
|
5 to 10 years
|
4,727,771 | 4,386,906 | ||||||
|
Trucks held under capital leases
|
3 years
|
49,439 | 49,439 | ||||||
|
Office equipment
|
3 to 5 years
|
21,299 | 17,788 | ||||||
| 5,811,743 | 4,454,133 | ||||||||
|
Less accumulated depreciation and depletion
|
(578,637 | ) | (6,830 | ) | |||||
| $ | 5,233,106 | $ | 4,447,303 | ||||||
Depreciation expense at March 31, 2011 and 2010 totaled $579,734 and $6,830, respectively. Depletion expense for the year ended March 31, 2011 totaled $123,589. Depletion expense for the period ended March 31, 2010 totaled $6,447.
Mining properties at March 31, 2011 consisted of the following:
|
Mining properties
|
$ | 17,758,624 | $ | 29,522,840 | ||||
|
Less accumulated depletion
|
(130,036 | ) | (6,447 | ) | ||||
| $ | 17,628,588 | $ | 29,516,393 |
Depletion expense for the year ended March 31, 2011 totaled $123,589. Depletion expense for the period ended March 31, 2010 totaled $6,447.
NOTE 7 – GOODWILL
|
Balance at July 13, 2009 (Inception)
|
$ | -0- | ||
|
Increase in goodwill due to merger (See Note 4)
|
742,000 | |||
|
Balance at March 31, 2010 and 2011
|
$ | 742,000 |
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 8 – OTHER ASSETS
Investment in unconsolidated subsidiary
As of March 31, 2011, the Company owns 250,000 shares of Proton Power, Inc., and subsidiaries (“Proton”) that it acquired for $250,000. The 250,000 shares represent approximately 2.2% of the total outstanding shares of Proton. Proton is located in Lenoir City, Tennessee and is in the process of developing hydrogen based power systems that it will manufacture and sale to business customers with access to cellulosic biomass or cellulosic waste streams such as woody waste, agricultural by-products, and paper waste.
Proton is privately held and the Company is accounting for its $250,000 investment under the cost method pursuant to ACS 325-20 “Cost method investment”. As of March 31, 2011, the Company has not evaluated its investment in Proton for impairment.
Investment in certificate of deposits
On March 31, 2010, the Company acquired $1,580,508 in certificates of deposit in connection with its acquisition of Evans Coal Corp., which are offset against an assumed liability to the former president of Evans in the amount of $1,198,685. The certificates of deposit are pledged as collateral for future reclamation costs attributable to the mining permits acquired through the aforementioned acquisition. From the date of the modified purchase agreement of Evans, all interest earned on the certificate of deposits is being distributed to the seller. During the year ended March 31 2011, the Company increased its investment in certificates of deposits by $13.600. The new certificates are also pledged as collateral for mining permits. The balance of the investments at March 31, 2011 totaled $1,594,110.
NOTE 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other liabilities consisted of the following:
|
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Accrued royalties
|
$ | 59,368 | $ | 58,509 | ||||
|
Taxes payable
|
- | 29,590 | ||||||
|
Employee benefits
|
31,705 | 31,032 | ||||||
|
Other
|
1,978 | 13,704 | ||||||
|
Total accrued expenses and other current liabilities
|
$ | 93,051 | $ | 132,835 | ||||
NOTE 10 – OBLIGATIONS UNDER CAPITAL LEASE
The Company is leasing two Ford F150 trucks under capital leases. The assets and related obligations have been recorded at the present value of the minimum lease payments. The capitalized costs of the trucks are $49,439, which is being depreciated over their estimated useful lives of 3 years. The leases are payable in payments of $3,883 per quarter. The imputed interest
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
rate on the capital leases is 6%. The discounted balance due on the leases at March 31, 2011 and 2011 totaled $32,003 and $44,827, respectively. The net book of the value of these leased trucks as of March 31, 2011 amounted to $29,621, which is net of accumulated depreciation of $19,818. The net book of the value of these leased trucks as of March 31, 2010 amounted to $46,100, which is net of accumulated depreciation of $3,339.
Minimum future lease payments under the capital lease at March 31, 2011 and for each year of the lease are as follows:
|
2012
|
$ | 15,534 | ||
|
2013
|
11,614 | |||
|
2014
|
7,636 | |||
|
Total minimum future lease payments
|
34,784 | |||
|
Less: amount representing interest
|
(2,781 | ) | ||
|
Present value of minimum
|
||||
|
Future lease payments
|
$ | 32,003 |
Imputed interest charged to operations on these leases for the year ended March 31, 2011 amounted to $2,715. Depreciation expense on the leased trucks totaled $16,479 for the year ended March 31, 2011, and is included in accretion depreciation and depletion expense in the accompanying consolidated statement of operations.
Imputed interest charged to operations on these leases for the period ended March 31, 2010 amounted to $857. Depreciation expense on the leased trucks totaled $3,339 for the period ended March 31, 2010, and is included in accretion depreciation and depletion expense in the accompanying consolidated statement of operations.
NOTE 11 – NOTES AND LOANS PAYABLE
Evans Coal Corp.
On March 31, 2010, the Company finalized its acquisition of all of the outstanding shares of Evans Coal Corp (“Evans”). Pursuant to the terms of the purchase, the Company issued a $25,000,000 promissory note payable initially in consecutive monthly payments at the rate of ($5.00) Dollars per short ton of coal mined, sold and shipped by the Company with the first payment being due in April 2010. Commencing in March 2011, the Company was required to make monthly payments of the greater of $5.00 per short ton or a minimum quarterly payment of $500,000 through maturity. Further, Evans has stipulated in the agreement that in the event the Company was unable to obtain all coal mining regulatory permits on the leasehold area known as the Breathitt County Project by December 31, 2016, then the note shall be reduced in principal by $5,000,000. The assets acquired from Evan’s have been pledged as collateral on this obligation. Based on the terms of the Note, the face value of $25,000,000 was inclusive of imputed simple interest at the applicable Federal Rate of 4.37%. In accordance with ASC 835, the Company present valued the obligation utilizing a fair market rate of 6.34% to $18,974,900.
As part of the aforementioned Acquisition Agreement, the Company assumed a note payable to the former President of Evans in the amount of $1,198,685. The note is non-interest bearing and due on demand.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
As discussed previously, the terms of the acquisition were modified effective September 28, 2010, and the $25,000,000 note was canceled. Imputed interest charged to operation during the year ended March 31, 2011 totaled $578,616. The discounted balance of the noted cancelled including accrued imputed interest totaled $19,237,387.
Bledsoe Acquisition – Related party
On July 27, 2009, the Company entered into an Assignment of Mineral Lease with RJCC#1 (“RJCC”), a Tennessee Partnership whereby RJCC agreed to assign their interest in mineral leases located in Bledsoe County Tennessee in exchange for $1,250,000. Pursuant to the terms of the agreement, $25,000 was paid upon the execution of the Agreement and the remaining balance was payable in 49 monthly installments of $25,000 each beginning on January 1, 2010. As the terms of the Agreement did not provide for interest on the installments, in accordance with ASC Topic 835, the Company imputed interest using an effective annual interest rate of 6% and discounted the balance due to $1,086,801. Imputed interest charged to operations for the period ended March 31, 2010, totaled $38,253. The balance of the obligation at March 31, 2010, totaled $1,025,055.
On October 25, 2010, the Company agreed to issue 5,000,000 shares of its common stock valued at $2,300,000 to RJCC, a related party, in exchange for cancelling the remaining obligation of $1,168,163, inclusive of accrued imputed interest. The Company recorded additional paid in capital of $1,168,163 and disregarded the loss in settlement of $1,131,837 pursuant to the guidance of ASC 850.
RJCC is owned by family members of management.
Note Payable – Related Parties
On May 2010, the Company borrowed $500,000 from a shareholder that is evidenced by a Promissory Note. Under the original terms of the note, the loan was assessed interest at an annual rate of 10%, and is secured by the Company’s assets. The principal and accrued interest were initially fully due and payable on September 1, 2010; however, the note holder agreed to extend the maturity date to March 1, 2011 and reduce the interest rate to 8% per annum. Accrued interest for the year ended March 31 2011 totaled $37,167 which was charged to operations. On March 30, 2011, the Company issued 2,000,000 of its common stock in full cancellation of the $537,167 balance then due on the note. The common shares issued were valued at their market value of $560,000 and the Company recognized a loss of $22,833 on the debt cancellation which was charged to operations and is included in gain (loss) on extinguishment of debt.
On May 19, 2010, the Company received $100,000 from a former director through the issuance of a convertible promissory note. Under the terms of the note, the Company issued 25,000 shares of its common stock as interest. The common shares were valued at their respective trading price on the date of the loan amounting to $26,250, which was charged to operations as interest expense. While the loan was outstanding, the director has the option to convert all or a portion of the $100,000 due into shares of the Company’s common stock at a conversion price of $0.75 per share.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
As the conversion price was less the trading price of the Company’s common stock on the date of the note, the Company recognized a beneficial conversion feature of $70,666 pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options” that was recorded as a discount against the $100,000 principal balance due with an offsetting credit to equity. The discount was fully charged to operations as interest expense.
On February 4, 2011, the balance of the Note was cancelled through the issuance of 400,000 shares of the Company’s common stock. The common shares issued were valued at their fair value of $198,666 and the Company recognized a loss on the debt extinguishment of $98,666 which was charged to operations and is included in gain (loss) on extinguishment of debt,
Term Loan
On December 29, 2010, $300,039 due a vendor for equipment maintenance and acquisitions was converted into a line of credit with an available limit of $325,000. The line of credit, is assessed interest at an annual rate of 11.25% and is payable in monthly installments of $14,188 until the balance and accrued interest are fully paid. As of March 31, 2011, the Company had available credit of $47,581 and an outstanding balance on this line of credit of $277,419. Interest charged to operations during the year ended March 31, 2011 totaled $8,704
Mortgage Payable
On May 10, 2010, the Company acquired a commercial building where its corporate offices are now located. The property was purchased for $975,000 and included a down payment of $20,956. The remaining balance of $962,763 is assessed interest at an annual rate of 6% and is payable in 60 monthly installments of $6,985 commencing August 10, 2010. Per the terms of the note, the Company made an additional payment of $63,015 for the reduction of principal. The unamortized principal balance and accrued interest of approximately $764,756 will be fully due and payable on April 10, 2015. Interest charged to operations on this obligation for the year ended March 31, 2011 totaled $49,973. The balance of the note at March 31, 2011 totaled $881,463.
Loan Payable – Related Party
During the year ended March 31, 2011, the Company borrowed a total of $70,000 from an officer. The loans bear interest at a rate of 8%, are unsecured, and due on demand. Subsequent to March 31, 2011, the Company repaid the principal sum of $50,000.
The following are maturities of long-term debt for each of the next five years:
|
March 31,
|
||||
|
2012
|
$ | 27,699 | ||
|
2013
|
141,526 | |||
|
2014
|
35,144 | |||
|
2015
|
37,331 | |||
|
2016
|
639,763 | |||
|
Total
|
881,463 | |||
|
Less current portion
|
(27,699 | ) | ||
| $ | 853,764 | |||
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 12 – CONVERTIBLE NOTES PAYABLE
During 2010, the Company received $2,000,000 pursuant to its January 21, 2010 reverse merger, in the form of a convertible promissory note. The promissory note is convertible at a rate of $0.75 per share and was assessed interest at a rate of 5%.
During 2010, the Company received a total of $7,000,000 through the issuance of convertible promissory notes with an assessed annual interest rate of 8% and maturing on various dates through August 25, 2012. Any time prior to maturity, the note holders had the right to convert any portion of the debt and accrued interest into shares of the Company’s common stock at conversion rate of $0.50 per share. As further consideration, the Company granted warrants to purchase 9,000,000 shares of its common stock at a strike price of $0.75 per share. The Company incurred a loan fee in connection with this transaction totaling $150,000.
Pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options,” the convertible notes were recorded net of discounts that include the relative fair value of the warrants amounting to $1,560,976. The discounts are amortized and charged to operations over the life of the debt using the effective interest method. The initial value of the warrants of $26,711,106 was calculated using the Black Scholes Option Model with a risk free interest rate of 1.60%, volatility of 137%, and trading price ranging from $2.35 to $4.12 per share. The principal and accrued interest due at March 31, 2010 was fully converted into 17,000,000 shares of the Company’s common stock. The total discount of $9,000,000 and the $150,000 loan fee were charged to interest expense during 2010.
Interest charged to operations on the principal balance of the notes for the period end March 31, 2010 totaled $94, 836.
NOTE 13 – ASSET RETIREMENT OBLIGATION
As of March 31, 2011, the Company had recorded asset retirement obligation accruals for mine reclamation and closure costs totaling $1,339,574. These regulatory obligations are secured by certificates of deposit.
Changes in the asset retirement obligations from continuing operations were as follows:
|
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Total asset retirement obligation – beginning of period
|
$ | 1,296,674 | $ | - | ||||
|
Accretion for the period
|
114,683 | 20,515 | ||||||
|
Sites acquired during the period
|
- | 1,276,159 | ||||||
|
Less liabilities settled
|
(71,783 | ) | - | |||||
|
Total asset retirement obligations at March 31, 2010
|
$ | 1,339,574 | $ | 1,296,674 | ||||
|
Less current portion
|
-0- | -0- | ||||||
|
Long-term portion
|
$ | 1,339,574 | $ | 1,296,674 | ||||
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 14 – OTHER NON-CURRENT LIABILITIES
As of March 31, 2010, the Company recorded accrued royalties in the amount of $5,676,000 pursuant to its Acquisition agreement of Evans. The terms of the original agreement provided for a finder’s fee to be paid in the form of a 2% overriding royalty on all coal sales produced from Evans acquired leases and has been based on the following estimates: 1) Economically recoverable reserves; 2) Recovery period; and 3) Historical pricing. As discussed previously, under the modified terms of the acquisition agreement, a new royalty obligation will be paid to the former shareholders of Evans of $2 per ton on all coal produced from the leases acquired from Evans, excluding the Cardinal lease on which a royalty of $1 per ton will be paid. The Company adjusted the fair value of the royalty obligation to its estimated present value at March 31, 2010 of $6,949,707. The balance at March 31, 2011 including accretion of accrued net royalties was $7,291,321. Included in the March 31, 2011 balance are accrued royalties during the fiscal year of $411,170 net $69,556 of payments made during the year.
NOTE 15 – FAIR VALUE OF ASSETS AND LIABILITIES
Determination of Fair Value
The Company’s financial instruments consist of notes payable and loans payable. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.
The Company complies with the provisions of ASC No. 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
Level 1. Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
Level 3. Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.
Application of Valuation Hierarchy
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Notes Payable. The Company assessed that the fair value of these liabilities to approximate its carrying value based on the effective yields of similar obligations.
Loans Payable - Other. The Company assessed that the fair value of this liability approximates its carrying value due to its short-term nature.
The methodology described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.
The following table presents the fair value of financial instruments that are measured and recognized on a non-recurring basis classified under the appropriate level of the valuation hierarchy described above, as of March 31, 2011:
|
Liabilities measured at fair value at
March 31, 2011
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Nonrecurring:
|
||||||||||||||||
|
Line of credit
|
$ | -0- | $ | 277,419 | $ | -0- | $ | 277,419 | ||||||||
|
Notes payable
|
-0- | $ | 951,463 | $ | -0- | $ | 951,463 | |||||||||
|
Loans payable - other
|
-0- | 1,198,685 | -0- | 1,198,685 | ||||||||||||
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
|
Liabilities measured at fair value at
March 31, 2010
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Nonrecurring:
|
||||||||||||||||
|
Notes payable
|
$ | -0- | $ | 19,999,955 | $ | -0- | $ | 19,999,955 | ||||||||
|
Loans payable - other
|
-0- | 1,198,685 | -0- | 1,198,685 | ||||||||||||
NOTE 16 – STOCKHOLDERS EQUITY
Common share issuances
In July 2009, the Company issued 33,000,000 shares to its founders for services rendered valued at $200,000.
In January 2010, the Company entered into an agreement to merge with Americas Energy Company- AECo, formerly Trend Technology Corporation. The transaction was accounted for as a reverse acquisition and the Company valued the AECo outstanding common shares of 20,524,595 based upon the net book value of Company. The value of the shares issued exceeded the value of the net assets received and the difference of $742,000 was recorded as goodwill.
On March 31, 2010, the Company authorized the issuance of 17,000,000 shares of its common stock in consideration for the cancellation of convertible debt and related accrued interest totaling $9,167,414. As additional consideration to the convertible note holders, the Company granted them warrants to purchase a total of 9,000,000 shares of the Company’s common stock at a price of $0.75 per share. The warrants expire three years from the date of issuance.
On May 4, 2010, the Company issued 1,225,000 shares of its common stock for consulting services valued at $2,376,500 that was charged to operations.
On May 19, 2010, in connection with a $100,000 loan from a director received on May 19, 2010, the Company authorized the issuance of 25,000 shares of its common stock as interest with a fair value of $26,250.
On August 19, 2010, the Company authorized the issuance of 300,000 shares of its common stock for consulting services valued at $189,250 that was charged to operations.
On August 19, 2010, the Company authorized the issuance of 100,000 shares of its common stock in exchange for the cancellation of $65,000 due for legal services.
On August 19, 2010, the Company authorized the issuance of 40,000 shares of its common stock in exchange for the cancellation of $26,000 due for accounting services. The Company recognized a gain of $12,272 on the debt cancelation which was charged to operations and is included in gain from extinguishment of debt.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
On August 19, 2010, the Company authorized the issuance of 161,745 shares of its common stock to employees for services valued at $105,134 and was charged to operation and is included in compensation expense.
On September 2, 2010, the Company authorized the issuance of 600,000 shares of its common stock for consulting services valued at $264,000 that was charged to operations.
On September 13, 2010, the Company authorized the issuance of 250,000 shares of its common stock for consulting services valued at $147,500 that was charged to operations.
On October 22, 2010, the Company authorized the issuance of 5,000,000 shares of its common stock fair valued at $2,300,000 to RJCC, a related party in exchange for the cancelation of its obligation of $1,168,164 due in connection with its lease acquisition. The Company recorded additional paid in capital equal to the liability settled.
On October 23, 2010, the Company authorized the issuance of 500,000 shares of its common stock for consulting services valued at $265,000 that was charged to operations.
On October 26, 2010, the Company authorized the issuance of 96,000 shares of its common stock to employees for consulting services valued at $50,880 that was charged to operations.
On December 22, 2010, the Company authorized the issuance of 128,575 shares of its common stock to employees for services valued at $59,145 and was charged to operation and is included in compensation expense.
On December 22, 2010, the Company authorized the issuance of 36,702 shares of its common stock to a consultant for accounting services valued at $16,883 and was charged to operation.
On January 4, 2011, the Company authorized the issuance of 31,978 shares of its common stock for legal services valued at $15,030 that was charged to operations.
On February 19, 2011, the Company authorized the issuance of 400,000 shares of its common stock valued at $198,667 to a director in exchange for the cancelation of $100,000 convertible note (See note 11).
On March 30, 2011, the Company granted the issuance of 2,000,000 shares in exchange for the cancellation of a note payable with the principal balance due of $500,000 and accrued interest of $37,167. The fair value of the shares issued was $560,000. The difference of $22,883 has been recorded as a loss on debt settlement.
On March 31, 2011, the Company issued 200,000 shares of its common stock in cancellation of $40,000 of past due legal fees. The fair value of shares issued was $46,000 and has been recorded as compensation.
As additional consideration to the convertible note holders, the Company granted them warrants to purchase a total of 9,000,000 shares of the Company’s common stock at a price of $0.75 per share. The warrants expire three years from the date of issuance.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
Warrants
The following is a schedule of warrants outstanding:
|
Warrants
Outstanding
|
Weighted Average Exercise Price
|
Weighted Average Remaining Life
|
Aggregate Intrinsic Value
|
|||||||||||||
|
Balance, July 13, 2009
|
- | $ | - | - | $ | - | ||||||||||
|
Warrants granted
|
9,000,000 | 0.75 |
3 Years
|
- | ||||||||||||
|
Warrants expired
|
- | - | - | |||||||||||||
|
Balance, March 31, 2010
|
9,000,000 | $ | 0.75 |
3 Years
|
$ | - | ||||||||||
|
Warrants granted
|
- | - | - | |||||||||||||
|
Warrants expired
|
- | - | - | |||||||||||||
|
Balance, March 31, 2011
|
9,000,000 | $ | 0.75 |
3 Years
|
$ | - | ||||||||||
All the warrants are available for exercise at March 31, 2011.
Options
In January 2011, the Company granted its Vice President of Production and an additional employee options to purchase a variable number of the Company’s common stock at a total aggregate purchase price of $164,000. Under the terms of the option grants, the purchase price was locked in based upon the formula of purchasing a total of 400,000 shares at an exercise price of $0.41 per share. The options expire two years after the date of grant. The Company valued the options at $115,058 using the Black Scholes Option Model with a risk free interest rate of 0.98%, volatility of 124%, and trading price of $0.45 per share.
The $115,058 was charge to operations and is included in compensation expense.
The following is a schedule of options outstanding:
|
Options
Outstanding
|
Weighted Average Exercise Price
|
Weighted Average Remaining Life
|
Aggregate Intrinsic Value
|
|||||||||||||
|
Balance, July 13, 2009
|
- | $ | - | - | $ | - | ||||||||||
|
Options granted
|
- | - | - | - | ||||||||||||
|
Options expired
|
- | - | - | |||||||||||||
|
Balance, March 31, 2010
|
- | $ | - | - | $ | - | ||||||||||
|
Options granted
|
400,000 | 0.41 |
2 years
|
- | ||||||||||||
|
Options s expired
|
- | - | - | |||||||||||||
|
Balance, March 31, 2011
|
400,000 | $ | 0.41 |
2 Years
|
$ | - | ||||||||||
The 400,000 were cancelled on May 1, 2011.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 17 – INCOME TAXES
Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:
|
2011
|
||||
|
U.S. statutory rate
|
34
|
%
|
||
|
Related party forgiveness of debt
|
-
|
|||
|
Valuation allowance
|
(34
|
)%
|
||
|
Other
|
-
|
|||
|
Effective tax rate
|
-
|
|||
At March 31, the deferred tax asset and liability balances are as follows:
|
2011
|
||||
|
Deferred tax asset:
|
||||
|
Net operating loss
|
$
|
(1,400,000)
|
||
|
Stock option expense
|
227,000
|
|||
|
Long-term assets
|
8,346,000
|
|||
|
Accrued royalties
|
2,500,000
|
|||
|
9.673.000
|
||||
|
Deferred tax liability – difference in basis long -term assets
|
(1,529,000)
|
|||
|
Net deferred tax asset
|
8,144,000
|
|||
|
Valuation allowance
|
(8,144,000)
|
|||
|
Deferred tax asset (liability)
|
$
|
-
|
||
The net change in the valuation allowance for 2011 was approximately $7,400,000.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
The Company has a net operating loss carryover of approximately $5,700,000 available to offset future income for income tax reporting purposes, which will expire in various years through 2031, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.
We adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes.” We had no material unrecognized income tax assets or liabilities for the year ended March 31, 2011 or for the year ended March 31, 2010.
Our policy regarding interest and penalties assessed on income tax is to expense those items as general and administrative expense. During the years ended March 31, 2011 and for the period from inception (July 13, 2009) through March 31, 2010 there were no income tax interest and penalty items in the income statement, or as a liability on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to U.S. federal or state income tax examination by tax authorities for years before 2004. We are not currently involved in any income tax examinations.
NOTE 18 – COMMITMENTS AND CONTINGENCIES
Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.
NOTE 19 - RELATED PARTY TRANSACTIONS
Bledsoe Property – The Company acquired the mineral rights from RJCC Group 1, Inc. (“RJCC”). RJCC is owned by the children of three members of the Company’s executive management team. On October 25, 2010, the Company issued 5,000,000 shares of its common stock fair valued at $2,300,000 in exchange for full settlement of its obligation due totaling $1,168,164. The difference between the fair value of shares issued and the outstanding liability has been disregarded pursuant to ASC 850.
RJCC is owned by family members of management.
Upland Church Property – The Company acquired the mineral rights to property located in Bell County Kentucky from the Evans Coal Company (“Evans”).
On February 18, 2011, the Company issued 400,000 shares of its common stock to a director in exchange for the cancelation of $100,000 convertible note. The Company recognized a loss on the debt extinguishment of $98,666 which was charged to operations and is included in gain (loss) on extinguishment of debt.
AMERICAS ENERGY COMPANY- AECo.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 20 – SUBSEQUENT EVENTS
Convertible Line of Credit
On April 20, 2011, the Company entered into an investment agreement with Hanhong (Hong Kong) New Energy Holdings Limited (“Hanhong”) whereby Hanhong will lend up to $2,000,000 to the Company as evidenced by a convertible line of credit note. Amounts borrowed on the credit line are assessed interest at a rate of 16.66%. or the maximum interest allowed by law. The outstanding principal and accrued interest is payable in monthly installments equal to $3.00 per ton of coal sold and shipped in the previous month. Unless earlier converted into common shares, the outstanding principal and accrued interest shall be fully due and payable on October 12, 2012. Advances on the credit line are available through October 31, 2011. Prior to maturity date, Hanghong can choose to convert from time to time, up to, but to not exceed, $2,000,000 of any accrued but unpaid interest or principal then outstanding into shares of the Company's common stock at a conversion price of $0.136815 per share. During any period where there is an outstanding balance, Hanhong has the right to purchase shares of the Company's common stock for cash at a price of $0.1368515 per share, provided, however, that the total number of shares converted and/or purchased may not exceed 14,618,401 common shares. The note is secured by all of the assets of the Company with the exception of the certificates of deposits totaling $1,594,110 that have been pledged against reclamation bonds.
In connection with the convertible line of credit note, the Company granted Hanhong warrants to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.14 per share, up to an additional 2,000,000 shares of the Company’s common stock at a purchase price of $0.20 per share, and up to an additional 2,000,000 shares of the Company’s common stock at a purchase price of $0.25 per share. The warrants expire on April 19, 2013.
Sale of Oil Properties
On April 3, 2011, the Company entered into a letter of intent to sell its oil properties located in Cumberland County, Kentucky to RJCC Group 1. Under the terms of the agreement, RJCC paid a $100,000 non-refundable deposit. Upon consummation of the sale, RJCC will pay an additional $900,000 by providing the Company with a 40% interest in all oil and gas revenues generated from the property. The revenue interest ceases when the full $900,000 is paid.
Issuance of Common Shares
On May 1, 2011, the Company issued a total of 5,243,388 shares of its common stock to officers and employees of the Company as compensation valued at the shares’ market value on date of issuance of $1,520,583.
Pursuant to the terms of his employment agreement, on June 1, 2011, the Company issued 1,000,000 shares of its common stock to an officer of the Company as compensation valued at the shares’ market value on date of issuance of $200,000.
Pursuant to the terms of his employment agreement, on July 1, 2011, the Company issued 1,000,000 shares of its common stock to an officer, who is also a director of the Company as compensation valued at the shares’ market value on date of issuance of $180,000.
Changes In and Disagreements with Accountants on Accounting/Financial Disclosure
There have been no disagreements between the Company and its independent accountants on any matter of accounting principles or practices or financial statement disclosure.
Controls and Procedures
Evaluation of Disclosures and Procedures
The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Company’s management including the principal executive officer and principal financial officer, concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Evaluation of Internal Controls and Procedures
Our management is responsible for maintaining effective internal control over financial reporting. Management is also responsible to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that:
|
1.
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
|
|
2.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and
|
|
3.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.
|
As of March 31, 2010, Management carried out an assessment of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2010 for the reasons discussed below:
|
1.
|
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our extremely small size and the fact that we only had one management employee, whom is also an executive officer and director, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
|
|
2.
|
We do not currently have full-time accounting personnel, which means we lack the requisite expertise in the key functional areas of finance and accounting. In addition, this means we do not have available personnel to properly implement control procedures.
|
|
3.
|
We did not have a functioning audit committee or outside independent directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
|
|
4.
|
We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are no employees and only one officer and director with management functions and therefore there is lack of segregation of duties.
|
|
5.
|
There is a strong reliance on the external auditors and contract accountant to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirement.
|
|
6.
|
There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements
|
We have instituted certain procedures to mitigate our internal control risk which include
|
1.
|
Hiring an experienced chief financial officer. His duties include reviewing our current systems of internal controls and to implement new policies and procedures in those areas that he has determined are deficient.
|
|
2.
|
Assign accounting responsibilities to our outside accounting firm including the preparation of bank reconciliation and review of cancelled checks which will provide us with better segregation of accounting duties.
|
|
3.
|
Utilize a secured third party offsite server where agreements, customer and vendor invoices, bank statements and other relevant documents can be immediately uploaded so management and our legal and accounting experts have readily access. Utilizing this process will enhance our controls on document and information flow.
|
In light of the material weaknesses described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
In addition, although our controls are not effective, these significant weaknesses did not result in any material misstatements in our financial statements. Our management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which is intended to mitigate the lack of segregation of duties until there are sufficient personnel and (3) has, subsequent to the evaluation period, appointed outside directors and will establish an audit committee in the future.
Changes in Internal Control over Financial Reporting
Other than the weaknesses identified above, there were no other changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Other Information
None.
Directors, Executive Officers and Corporate Governance
The directors and officers are as follows:
|
NAME
|
POSITION(S)
|
TENURE
|
||
|
Christopher L. Headrick
|
President and Director
|
January 22, 2010 to present
|
||
|
Dr. Hong Duan
|
CFO
|
May 24, 2010 to present
|
||
|
Dr. James Liu
|
V.P. and Director
|
May 24, 2011 to present
|
||
|
Ronald A. Scott
|
Executive Chairman and Director
|
May 7, 2010 to present
|
||
|
John W. Gargis
|
Executive Vice President
|
May 7, 2010 to present
|
|
Office Street Address:
|
243 N. Peters Rd.
|
|
|
Knoxville, Tennessee 37923
|
||
|
Telephone:
|
865-238-0668
|
Christopher L. Headrick, President, Principal Executive Officer and Director; Age: 47
Experience
2005 – April 2008, General Contractor
Budget, Design & Build, Inc. – Knoxville, TN – General Contractor, responsible for development of multiple projects including residential, light commercial and multifamily. Hands on project manager, involved from feasibility to certificate of occupancy. Licensed General Contractor in Tennessee, South Carolina, and North Carolina. Holds a Real Estate Brokers License in Tennessee, South Carolina and North Carolina.
2000 – 2005, Vice President of Development
Happy Homes, Inc. - Knoxville, TN - Responsibilities included the location, acquisition and complete budgetary responsibility for the development of 9 residential subdivisions and 11 commercial /industrial subdivisions. Construction of 9 custom homes ranging in price from $320k to $1.2mm, 29 single family homes ranging in price from $164k to $229k and a 54 unit planned unit development that averaged $139k per unit. In the last two years our commercial/industrial division handled the construction of three new car dealerships and a nuclear laundry facility.
1998 - 2000, Senior Manager Strategic Partnering
ACUSA, Inc. - Oak Ridge, TN - Oversight and development of international partnerships. Position required intensive travel and complete departmental responsibility for business development through strategic partnering.
1994 - 1998, Senior Manager- Development
The Auction Company, Knoxville, TN - Real estate development for auction. Oversight and development of the first nationally broadcast real estate auction as well as the first live web based auction of real estate. Company was acquired by ACUSA. Oversight included the location, acquisition and complete budgetary responsibility for the development of 17 residential subdivisions and 11 commercial/industrial subdivisions.
1989 - 1994, Real Estate Broker & Auctioneer
Powell Auction & Realty, Knoxville, TN - Obtained real estate brokers and auctioneers license while assisting in the development of raw real estate for auction as a residential or commercial subdivision. Oversight included the location, acquisition and complete budgetary responsibility for the development of residential subdivisions.
1987 - 1989, Project Manager - New Site Development
General Mills - Specialty Foods Group - Oversight and local budgetary responsibility for 23 new locations across the United States.
Education
1980-1984 - University of Tennessee- Political Science Major w/ Minor in History.
Dr. James Liu –Vice President of International Business Development and Director - Age 48 -
Dr. James Liu has been working in investment and business development in mining industry in China and overseas. He was adjunct professor teaching finance and accounting at Patten University. He received his B.S. in electrical engineering from Peking University, a Ph.D. in physics from University of North Carolina at Chapel Hill, an MBA from the University of Chicago.
He is also a Senior Director of Hanhong Mineral Resources, D., a company that recently entered into a financing agreement with Americas Energy Company –AECo.
Employment History
|
2010-Present:
|
Hanhong PE Fund Management Company
|
|
2008-2009:
|
Shenzhen Jiuwu Investment Company
|
|
2003 – 2007:
|
IvyMax Training School
|
Education:
BS Electrical Engineering 1984 - Peking University
PhD. Physics 1994 - University of North Carolina at Chapel Hill
MBA 1997 - The University of Chicago
Dr. Hong Duan - CFO and Principal Financial Officer -Age 48 -
Dr. Duan has more than 20 years of experiences in investment, finance, operations, and engineering. He was with Citibank for 12 years, where he serviced and led areas in finance, strategic planning, real estate financing, operations, and technology.
Before switching to finance, Dr. Duan worked in chemical engineering, material sciences, and physics. He authored and co-authored many engineering and scientific essays, published by international journals. He also a co-inventor for a technology based patent. Dr. Duan grew up in China, earned a B.S. from the University of Science of Technology of China, MBA from The University of Chicago, and Ph.D. from the Chinese Academy of Sciences.
He is also a managing member of Hanhong Mineral Resources LLC., a subsidiary company of a company that recently entered into a financing agreement with Americas Energy Company –AECo.
Employment History
|
2010 - Present
|
Hanhong Mineral Resources, LLC
|
|
2009-2010:
|
Sperry Van Ness
|
|
1996-2008:
|
Citibank
|
Education:
BS 1982 University of Science and Technology of China
PhD. Physics 1988, Chinese Academy of Sciences
MBA 1997, The University of Chicago
Ronald A. Scott, Executive Chairman, Director; Age: 67
Effective May 7, 2010, the Board of Directors of Americas Energy Company (AECo) appointed Ronald A. Scott to the Board of Directors. Mr. Scott will serve until the next annual shareholders meeting.
Mr. Scott’s background includes a successful 20 year history of mortgage banking experience and accomplishments in commercial/residential lending and operations management.
Employment History
1976 – Present, President/Owner
Wescott Mortgage & Capital – Knoxville, TN, Identified opportunities in real estate development, developed a business concept, and orchestrated start-up of Barcott in 1976. Procured funds for large scale retail centers, motels/hotels, office complexes, pre-developed land, warehousing facilities, apartment developments and residential subdivisions.
1975-1978 – Executive Vice President
United American Bank- Knoxville, Tennessee, controlled a $400 million loan portfolio involving major multifamily projects, retail shopping centers, office complexes, warehouses, etc.
1978-1987 – Owner
R. A. S. Investments – Knoxville, Tennessee, managed an investment portfolio utilizing undervalued bank lending institutions as investment vehicles. Successfully identified and targeted opportunities, purchased controlling interest in the companies, and acted as Chairman of the Board. In this capacity, developed and implemented short and long term growth plans to effectively build earnings and stock value through aggressive loan calling programs, strategic marketing, opening new branch locations, focusing on classified assets, and deposit growth.
Education
Louisiana State University School of Banking; Certificate 1978
Licenses - State of Tennessee Real Estate Broker, since 1967
John W. Gargis - Executive Vice President
Mr Gargis’s background includes a successful history of senior-level management, entrepreneurial and corporate accomplishments. Success has been based on an ability to build strong customer relationships, control costs, maximize profits, enhance quality, recruit top employees, and boost operating efficiency.
Education
Samford University, Birmingham, AL
B.S., Management and Industrial Relations; Banking and Economics – 1969
Licenses - State of Tennessee Real Estate Broker
Tennessee National Guard; Honorable Discharge
Employment History
2003-2010, Executive Assistant, Big D Coal Company, Alcoa, TN: Secured coal mine properties in AL, KY, VA, and W. VA.
2001-2003 Real Estate Services, Brackfield & Associates, Knoxville TN
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms received by the company and on written representations from certain reporting persons, the company believes that all Section 16(a) reports applicable to its officers, directors and ten-percent stockholders with respect to the fiscal year ended March 31, 2011 were filed; with the exception that the Company believes that filings by the currently listed beneficial holders were not filed timely based on information received by the Company from Mr. Scott, Mr. Headrick and Mr. Gargis, some updated information was not filed timely.
Code of Ethics
Effective May 1, 2005, our company's Board of Directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President and Secretary (being our principal executive officer and principal financial officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and accountability for adherence to the Code of Business Conduct and Ethics.
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report for the year ended March 31, 2005. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.
Board of Director Meetings and Committees
The Board of Directors consisted of three to five members during the year ended March 31, 2011, operating by unanimous consent resolutions and formal meetings. Currently, the Board consists of three members.
AECO does not have currently have a designated Audit, Nominating or Compensation Committee and currently relies on the entire board of directors to perform those functions.
Executive Compensation(2)
SUMMARY COMPENSATION TABLE
|
|
Nonqualified | |||||||||||||||||||||||||||||||||
|
|
|
Non-Equity | Deferred | |||||||||||||||||||||||||||||||
|
|
|
|
Stock
|
Option
|
Incentive Plan | Compensation | All Other | |||||||||||||||||||||||||||
|
Name and
|
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total | |||||||||||||||||||||||||
|
Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||
|
Chris L. Headrick (3)
|
2011
|
85,000 | 0 | 19,640 | 0 | 0 | 0 | 0 | 104,640 | |||||||||||||||||||||||||
|
President
|
2010
|
55,000 | 0 | 0 | 0 | 0 | 0 | 0 | 55,000 | |||||||||||||||||||||||||
|
(January 22, 2010)
|
|
|||||||||||||||||||||||||||||||||
|
Dr. Hong Duan (5)
|
2011
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
CFO
|
||||||||||||||||||||||||||||||||||
|
(May 24, 2011)
|
|
|||||||||||||||||||||||||||||||||
|
Ronald A. Scott (4)
|
2011
|
84,500 | 0 | 19,640 | 0 | 0 | 0 | 0 | 104,140 | |||||||||||||||||||||||||
|
Executive Chairman
|
2010
|
55,000 | 0 | 0 | 0 | 0 | 0 | 0 | 55,000 | |||||||||||||||||||||||||
|
(May 7, 2010)
|
|
|||||||||||||||||||||||||||||||||
|
John Gargis (5)
|
2011
|
84,500 | 0 | 19,640 | 0 | 0 | 0 | 0 | 104,140 | |||||||||||||||||||||||||
|
Executive V. P.
|
2010
|
55,000 | 0 | 0 | 0 | 0 | 0 | 0 | 55,000 | |||||||||||||||||||||||||
|
(Former Director)
|
||||||||||||||||||||||||||||||||||
|
(May 7, 2010)
|
||||||||||||||||||||||||||||||||||
Director Compensation(2)
|
|
Fees Earned
|
|
Nonqualified | |||||||||||||||||||||||||||
|
|
Or
|
|
Non-Equity | Deferred | ||||||||||||||||||||||||||
|
|
Paid In
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other | ||||||||||||||||||||||||
|
|
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total | |||||||||||||||||||||||
|
Name
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||
|
Chris L. Headrick(3)
|
2011
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
|
(January 22, 2010)
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
|
Dr. James Liu(1)
|
2011
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
|
(May 24, 2011)
|
||||||||||||||||||||||||||||||
|
Ronald A. Scott(4)
|
2011
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
|
(May 7, 2010)
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Notes:
|
(1)
|
Dr, James Liu received 1,000,000 common shares on July 1, 2011 as compensation for his services as V.P of International Business Development.
|
|
(2)
|
The table represents the year denoted ended March 31;
|
|
(3)
|
Chris L. Headrick received 1,280,814 common shares on May 1, 2011 as compensation for services.
|
|
(4)
|
Ronald A. Scott received 1,031,287common shares on May 1, 2011 as compensation for services.
|
|
(5)
|
Dr. Hong Duan received 1,000,000 common shares on June 1, 2011 as compensation for services.
|
As of March 31, 2011, Americas Energy Company-AECo provides group health insurance to employees.
We had no pension plans and have therefore eliminated a column specified by Item 402 (c)(2) titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings (h)” in the above Summary Compensation Table
No family relationships exist among any directors, executive officers, or persons nominated or chosen to become directors or executive officers.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive benefits or incentives pursuant to employment agreements or at the discretion of our board of directors.
Compensation of Directors
We reimburse our directors for expenses incurred in connection with attending board meetings. We do pay director's fees or other cash compensation for services rendered as a director.
We may compensate our directors for their service in their capacity as directors as awarded by our board of directors or a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
Employment Agreements
Agreements that were in place for executives from Americas Energy Company (Private) were set aside by all of the respective executives prior to the close of the merger. Beginning June 1, 2011, employment agreements were put in place.
Christopher L. Headrick - President and Director
Mr. Headrick has an employment agreement for an additional three years renewable for each year an additional five years. Base Compensation is $120,000 per year until the Company has attained a minimum of $5M in revenues, then annual base increases to $240,000. Once the Company has achieved $15M in revenues then annual base increases to $360,000.
Bonuses are available pursuant to an Executive Bonus Plan and may participate in Employer's benefit plans on the same basis as other Senior Management. The annual bonuses and benefits are substantial, including but not limited to: $2000 monthly automobile allowance; monthly $1500 automobile fuel card; Cellular phone and data service; zero co-pay, zero deductible fully paid up family health insurance; 5 Million dollars fully paid up life insurance policy; accident insurance; fully paid up 100% replacement disability insurance, short term and long term; paid time off including vacation,(30 days annually), sick (7 days annually), and personal time,(7 days annually), all unused time accrues and may be taken as stock options with a $0.10 strike price or in cash equivalent to Executives salary; social club and professional memberships; all necessary legal, tax, or accounting services; coverage under general liability and director and officers liability insurance; and profit sharing,401(k), pension, employee stock ownership, and other retirement plans. Additional provisions include business class travel and home office expense.
Substantial termination penalties and death benefits are included which could be as severe as $2,000,000 in potential payments.
The annual bonus plan is based on earnings growth and is shared by all participating executives the aggregate of this plan can range from none to over $800,000 per year. This is a summary of the significant terms, the agreement has been filed as an exhibit to this annual report.
Ronald A. Scott – Executive Chairman and Director
Mr. Scott has an employment agreement for an additional three years renewable for each year an additional five years. Base Compensation is $120,000 per year. In addition, 250,000 stock options will be awarded each time gross revenues increase $10 Million. Stock options exercise price shall be $0.10 US.
Bonuses are available pursuant to an Executive Bonus Plan and may participate in Employer's benefit plans on the same basis as other Senior Management. The annual bonuses and benefits are substantial, including but not limited to: $1000 monthly automobile allowance; monthly $1500 automobile fuel card; Cellular phone and data service; zero co-pay, zero deductible fully paid up family health insurance; 1 Million dollars fully paid up life insurance policy; accident insurance; fully paid up 100% replacement disability insurance, short term and long term; paid time off including vacation,(30 days annually), sick (7 days annually), and personal time,(7 days annually), all unused time accrues and may be taken as stock options with a $0.10 strike price or in cash equivalent to Executives salary; social club and professional memberships; all necessary legal, tax, or accounting services; coverage under general liability and director and officers liability insurance; and profit sharing,401(k), pension, employee stock ownership, and other retirement plans.
Substantial termination penalties and death benefits are included which could be as severe as $2,000,000 in potential payments.
The annual bonus plan is based on earnings growth and is shared by all participating executives the aggregate of this plan can range from none to over $800,000 per year. This is a summary of the significant terms; the agreement has been filed as an exhibit to this annual report.
John W. Gargis – Executive Vise President
Mr. Gargis has an employment agreement for an additional three years renewable for each year an additional five years. Base Compensation is $120,000 per year. In addition, 250,000 stock options will be awarded each time gross revenues increase $10 Million. Stock options exercise price shall be $0.10 US.
Bonuses are available pursuant to an Executive Bonus Plan and may participate in Employer's benefit plans on the same basis as other Senior Management. The annual bonuses and benefits are substantial, including but not limited to: $1000 monthly automobile allowance; monthly $1500 automobile fuel card; Cellular phone and data service; zero co-pay, zero deductible fully paid up family health insurance; 1 Million dollars fully paid up life insurance policy; accident insurance; fully paid up 100% replacement disability insurance, short term and long term; paid time off including vacation,(30 days annually), sick (7 days annually), and personal time,(7 days annually), all unused time accrues and may be taken as stock options with a $0.10 strike price or in cash equivalent to Executives salary; social club and professional memberships; all necessary legal, tax, or accounting services; coverage under general liability and director and officers liability insurance; and profit sharing,401(k), pension, employee stock ownership, and other retirement plans.
Substantial termination penalties and death benefits are included which could be as severe as $2,000,000 in potential payments.
The annual bonus plan is based on earnings growth and is shared by all participating executives the aggregate of this plan can range from none to over $800,000 per year. This is a summary of the significant terms; the agreement has been filed as an exhibit to this annual report.
Dr. Hong Duan – CFO
Dr. Hong Duan began employment for the Company as Chief Financial Officer (CFO) on June 1, 2011. His employment is for a 5 year term at an annual salary rate of $120,000. As an additional incentive Dr. Duan received 1,000,000 restricted common shares upon his start date of June 1, 2011.
Dr. James Liu – V.P. and Director
Dr. James Liu began employment for the Company as VP of International Business Development on July 1, 2011. His employment is for a 5 year term at an annual salary rate of $120,000. As an additional incentive Dr. Liu will receive 1,000,000 restricted common shares upon his start date of July 1, 2011.
There are no currently arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
|
1.
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
2.
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
|
3.
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
|
4.
|
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Beneficial Ownership Table
The following table sets forth, as of July 13, 2011; the beneficial ownership of Americas Energy Company-AECo common stock by each person known to the company to beneficially own more than five percent (5%) of the company’s common stock, including options, outstanding as of such date and by the officers and directors of the company as a group. Except as otherwise indicated, all shares are owned directly:
Common Stock
|
Amount and Nature
|
|
Percentage (1) | ||||||||||
|
Name and Address of Beneficial Owner
|
of Beneficial Ownership
|
Acquirable
|
of Class
|
|||||||||
|
Chris Headrick (2)(3)
|
8,894,244 | 0 | 10.0 | |||||||||
|
President and Director
|
||||||||||||
|
John Gargis (2)(4)
|
7,036,670 | 0 | 7.9 | |||||||||
|
Executive Vice President
|
||||||||||||
|
Dr. Hong Duan(2)
|
1,000,000 | 0 | 1.1 | |||||||||
|
Director
|
||||||||||||
|
Dr. James Liu(2)
|
1,000,000 | 0 | 1.1 | |||||||||
|
Director
|
||||||||||||
|
Ronald A. Scott (2)(5)
|
8,070,591 | 0 | 9.1 | |||||||||
|
Executive Chairman and Director
|
||||||||||||
|
Wayne M. Gruden (6)
|
6,000,000 | 0 | 6.7 | |||||||||
| Officers and Directors as a Group | 26,001,505 | 0 | 29.3 | |||||||||
| Total | 32,001,505 | 0 | 36.0 | |||||||||
Notes:
(1) Each beneficial owner’s percentage ownership assumes the exercise or conversion of all options, warrants and other convertible securities held by such person and that are exercisable or convertible within 60 days after July 13, 2011.
(2) The Business address for these holders is 243 Peters Rd., Knoxville, Tennessee 37923.
(3) Mr. Headrick includes a total of 1,000,000 shares indirectly held by his Daughter and Mother. He also includes a total of 1,250,000 shares indirectly held by RJCC Group 1, Inc. which holds a total of 3,750, 000 shares and is 1/3 owned by his Daughter.
(4) Mr. Gargis includes a total of 1,250,000 shares indirectly held by RJCC Group 1, Inc. which holds a total of 3,750, 000 shares and is 1/3 owned by his Daughter.
(5) Mr. Scott holds 3,048,152 of these shares indirectly in a family trust. He also includes a total of 1,250,000 shares indirectly held by RJCC Group 1, Inc. which holds a total of 3,750, 000 shares and is 1/3owned by his Son.
(6) Mr. Gruden’s business address is 207 Marina Vista, Jolly Harbour, Antigua.
Total shares outstanding as of July 13, 2011 were 88,862,983 held by approximately 49 shareholders of record; 59,492,200 Common shares are restricted and an undetermined number of holders in street name (Cede&Co) hold 29,370,783 Common shares.
Equity Compensation Plan Information
We currently have no Equity Compensation plans in place.
Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
Bledsoe Property – The Company acquired the mineral rights from RJCC. On October 25, 2010, the Company issued 5,000,000 shares of its common stock to RJCC in exchange for the cancelation of its obligation due totaling $988,842. RJCC is owned by family members of Company management.
Conversion of Debt - On February 18, 2011, the Company issued 400,000 shares of its common stock to a director in exchange for the cancelation of $100,000 convertible note. The Company recognized a loss on the debt extinguishment of $98,666 which was charged to operations and is included in gain (loss) on extinguishment of debt.
Letter of Intent for Sale of Oil Properties - On April 3, 2011, the Company entered into a letter of intent to sell its oil properties located in Cumberland County, Kentucky to RJCC Group 1. Under the terms of the agreement, RJCC paid a $100,000 non-refundable deposit. Upon consummation of the sale, RJCC will pay an additional $900,000 by providing the Company with a 40% interest in all oil and gas revenues generated from the property. The revenue interest ceases when the full $900,000 is paid. RJCC is owned by family members of Company management.
Director Independence
Our Board of Directors presently consists of three members. We believe none of the members are “independent," as defined by SEC rules adopted pursuant to the requirements of the Sarbanes-Oxley Act of 2002. Although our stock is not listed for trading on the Nasdaq Stock Market at this time, we are required to determine the independence of our directors by reference to the rules of a national securities exchange or of a national securities association (such as the Nasdaq Stock Market). In accordance with these requirements, we have determined that none of the current members of our board are a "independent directors," as determined in accordance with Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock Market, Inc.
Principal Accountant Fees and Services
|
(1)
|
Audit Fees
|
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ending March 31, 2011 and 2010 were: $ 40,000 and $ 35,000, respectively.
|
(2)
|
Audit-Related Fees
|
No aggregate fees were billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under item (1) for the fiscal years ending March 31, 2011 and 2010.
|
(3)
|
Tax Fees
|
No aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning for the fiscal years ending March 31, 2011 and 2010.
|
(4)
|
All Other Fees
|
No aggregate fees were billed for professional services provided by the principal accountant, other than the services reported in items (1) through (3) for the fiscal years ending March 31, 2011 and 2010.
|
(5)
|
Audit Committee
|
The registrant's Audit Committee, or officers performing such functions of the Audit Committee, have approved the principal accountant's performance of services for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending March 31, 2011. Audit-related fees, tax fees, and all other fees, if any, were approved by the Audit Committee or officers performing such functions of the Audit Committee.
|
(6)
|
Work Performance by others
|
The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than 50 percent.
Exhibits, Financial Statement Schedules
Americas Energy Company- AECo includes by reference the following exhibits:
|
3.1
|
Articles of Incorporation (1)
|
|
|
3.2
|
Bylaws (1)
|
|
|
3.3
|
Amended Articles of Incorporation - Name Change to Americas Energy Company,
|
|
|
filed October 14, 2009 (2)
|
||
|
4.1
|
Form of Warrant - filed on Form 10-K as Exhibit 4.1 on July14, 2010
|
|
|
4.2
|
Americas Energy Company-AECo 2010 Employee and Consultant Stock Plan - filed on Form S-8 as Exhibit 4.1 on August 13, 2010
|
|
|
14.1
|
Code of Business Conduct and Ethics - filed on Form 10KSB as Exhibit 14.1 on June 28, 2005
|
|
|
10.1
|
Agreement and Plan of Merger, as amended January 21, 2009 - between
|
|
|
Americas Energy Company - AECo (PubCo) and Americas Energy Company - AECo (Private) (2)
|
||
|
10.2
|
Agreement - Assignment of Leases and Permits, between Americas Energy Company and
|
|
|
Evans Coal Corporation, dated July 17, 2009 (2)
|
||
|
10.3
|
Agreement - Assignment of Mineral Lease, between Americas Energy Corporation and
|
|
|
RJCC Group 1, dated July 27, 2009 (2)
|
||
|
10.4
|
Agreement - Letter of Intent, between Americas Energy Corporation and
|
|
|
D and D Energy, Inc., dated July 7, 2009 (2)
|
||
|
10.5
|
Agreement - Letter of Intent, between Americas Energy Corporation and
|
|
|
Evans Coal Corporation, dated November 5, 2009 (2)
|
||
|
10.6
|
Agreement - Agreement for the Sale of all Shares in Evans Coal Corp., between
|
|
|
Americas Energy Corporation and Barbara Evans, widow and not married, and
|
||
|
Evans Coal Corporation, dated February 6, 2010 (3)
|
||
|
10.7
|
Agreement- Confidential Settlement Agreement, Release and Covenant not to Sue, between Americas Energy Company-AECo, Evans Coal Corporation, Mrs. Barbara Evans and A.Y. Evans, Jr. dated September 28, 2010(4)
|
|
|
10.8
|
Settlement Agreement, dated October 18, 2010, between Americas Energy Corporation and RJCC Group 1, Inc. (5)
|
|
|
|
10.9
|
Agreement for Contract Mining Services - Mining Clear Development, LLC, Dated January 14, 2010 (5)
|
|
|
10.10
|
Agreement for Contract Mining Services – RECOAL LLC, dated February 7, 2011 (5)
|
|
|
10.11
|
Agreement – Letter of Intent, between Americas Energy Company and Hanhong (Hong Kong) New Energy Holdings Limited, dated April 20, 2011; Received signed by Hanhong on April 27, 2011; includes Promissory Note, Security Agreement and form of warrants. (6)
|
|
(1) Filed with the Registrant’s Registration Statement on Form 10SB, October 07, 2004
|
|
|
(2) Filed with Registrant’s Current Report on Form 8K, January 27, 2010
|
|
|
(3) Filed with Registrant’s Quarterly Report on Form 10-Q, February 18, 2010
|
|
|
|
(4) Filed with Registrant’s Current Report on Form 8K, October 12, 2010
|
|
|
(5) Filed with Registrant’s Quarterly Report on Form 10-Q, February 22, 2011
|
|
(6) Filed with Registrant’s Quarterly Report on Form 8-K/A, June 13, 2011
|
Americas Energy Company- AECo includes herewith the following exhibits:
Americas Energy Company- AECo includes herein the following financial statements:
SIGNATURES
In accordance with Section 13 or 15(d) 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 | |||
| Registrant | |||
|
Date: July 15, 2011
|
By:
|
/s/ Christopher L. Headrick | |
| Christopher L. Headrick, President | |||
| Principal Executive Officer | |||
|
Date: July 15, 2011
|
By: | /s/ Dr. Hong Duan | |
| Dr. Hong Duan | |||
| CFO and Principal Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Date: July 15, 2011
|
By:
|
/s/ Christopher L. Headrick, President | |
| Christopher L. Headrick, President and Director | |||
| Principal Executive Officer | |||
| Date: | By: | ||
| Dr. James Liu, Director | |||
| Date: July 15, 2011 | By: | /s/ Ronald A. Scott, Director | |
| Ronald A. Scott, Director |
71