Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - AMERICAS WIND ENERGY CORP | exhibit32-1.htm |
| EX-31.1 - CERTIFICATION - AMERICAS WIND ENERGY CORP | exhibit31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-50861
AMERICAS WIND ENERGY
CORPORATION
(Exact name of registrant as specified in its
charter)
| Nevada | 20-0177856 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
| organization) | |
| 24 Palace Arch Drive, Toronto, Ontario, Canada | M9A 2S1 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (416) 233.5670
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange On Which Registered |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value of $0.0001
(Title of
class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No[ x ]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No[ x ]
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.
Yes[ x ] No [
]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§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.
[ ]
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [ x ] |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
No[ x ]
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2011 was $862,189 based on a $0.026 closing price for the Common Stock on July 31, 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
44,396,202 shares of common stock issued & outstanding as of October 31, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Table of Contents
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PART I
| Item 1. | Business |
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our”, “our company” and “Americas Wind” refer to Americas Wind Energy Corporation, and, unless otherwise indicated, our subsidiary, 6544797 Canada Ltd., a Canadian corporation, and our wholly-owned subsidiary Americas Wind Energy Inc., an Ontario corporation.
Corporate Overview
The address of our principal executive office is 24 Palace Arch Drive, Toronto, Ontario, Canada M9A 2S1. Our telephone number is (416) 233-5670.
Our common stock is quoted on the OTC Bulletin Board under the symbol “AWNE”.
Corporate History
We were incorporated pursuant to the laws of the State of Nevada on August 22, 2003.
On June 4, 2005, we effected a six for one forward stock split of the issued shares of common stock in the capital of our company.
On October 14, 2005, we effected a 3.195 for one forward stock split of the issued shares of common stock in the capital of our company.
On April 4, 2006, our board of directors approved an amendment to our Articles of Incorporation to create 30,000,000 Class A Special Voting Shares in the capital of our company. Subsequent to our board of directors’ approval of the amendment to our Articles of Incorporation, on April 5, 2006, the holders of a majority of the outstanding common shares of our company consented in writing to the amendment to our Articles of Incorporation. The amendment to our Articles of Incorporation was effected with the Nevada Secretary of State on June 19, 2006. As a result, our authorized capital consists of 100,000,000 shares of common stock with a par value of $0.0001 and 30,000,000 Class A Special Voting Stock without par value.
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On August 28, 2006, our board of directors approved an amendment to our Articles of Incorporation to change our name from “Northwest Passage Ventures, Ltd.” to “Americas Wind Energy Corporation”. Also on August 28, 2006, the holders of a majority of the outstanding common shares of our company consented in writing to the amendment to our Articles of Incorporation. The amendment to our Articles of Incorporation was effected with the Nevada Secretary of State on October 16, 2006.
Effective March 5, 2009, we entered into a sublicense agreement with Americas Wind Energy Inc., our Ontario subsidiary company, Emergya Wind Technologies B.V. a Netherlands company and EWT-Americas Inc., a Delaware corporation, wherein we have agreed to grant to EWT-Americas an exclusive sublicense of all of our rights under a master license agreement dated April 23, 2004.
We had an exclusive license for the North American territory from EWT B.V., of the Netherlands, for the mid-sized direct drive wind turbines manufactured by EWT B.V.
We have provided a sub-license of these rights to EWT-Americas Inc. a wholly owned subsidiary of Emergya Wind Technologies Holdings N.V. and an affiliate of EWT B.V.
The major terms of the transaction which closed effective March 5, 2009 are:
- We sub-licensed to EWT-Americas our existing rights to market in North America
- EWT- Americas will be the exclusive manufacturer and supplier of EWT wind turbines in North America.
On March 5, 2009, we completed a sublicense agreement with EWT Americas. The complete agreement is available on-line as filed with the SEC.
Summary terms of the agreement were:
- The sublicense agreement gave AWE a royalty of 2.5 % of sales revenue and 12.5% of contribution margin on all sales to companies listed on Exhibit A of the agreement over the next 5 years.
- The royalty payments were capped at $28 million.
- EWT Americas took over all AWE projects except two and was completing these two projects for our company.
- The costs to complete these two projects plus additional monies owed to EWT for materials was being taken out of our royalty payments at the rate of 25% of each royalty payment until completed.
- We cannot compete with EWT Americas in the windturbine business.
On February 1, 2010, we received a letter from EWT B.V. claiming that they are (1) terminating the sublicense agreement citing alleged violations of representations and warranties in the agreement; (2) alleging that large orders and opportunities were cancelled due to AWE failures; and (3) alleging amounts owing to EWT of US$2.519 million, are due and payable within 30 days.
Our responses to the allegations are as follows:
- There was no breach of warranty or untrue representation in the sublicense agreement on our part or on the part of Americas Wind Energy Inc.
- The money allegedly owed to EWT was to be paid from future payments and is not due.
Our company rejected the claims in the letter and we entered into settlement discussions with EWT and EWT-Americas (together “EWT”). These discussions have resulted in a Settlement Agreement dated as of April 28, 2010, which became effective on June 11, 2010.
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A summary of the key terms of the Settlement Agreement is as follows:
- We will be paid a fee with respect to sales by EWT. of 600kw to 1mw wind turbines in the territory covered by the original license agreement over the next four years subject to a maximum cap of $10,000,000.
- As repayment of the debt payable by our company to EWT, EWT will apply the first $2,000,000 of settlement payments against the debt amount. Once $2,000,000 has been repaid to EWT, the settlement payments will be made to our company at 50% of the settlement payment amount until EWT have retained an aggregate of $4,000,000 in total settlement payments (including the initial $2,000,000). Subsequent to that, the settlement payments will be paid in full to our company until the earlier of the $10,000,000 being reached or until the fourth anniversary date of the agreement. If no settlement payments are received under the agreement, our company will not be committed to repaying the debt.
- The consulting contracts with H. C. Dickout and F. D. Pickersgill are reinstated.
- The settlement agreement is conditioned upon and was not effective unless EWT reaches agreement with former customers of our company or EWT waives the claim, which condition was satisfied by EWT waiving the condition effective June 11, 2010
We are now out of the business of manufacturing and supplying windturbines and look forward to the fees that may be generated as a result of the settlement reached.
It is management’s intent to search for a merger or acquisition partner who is interested in our public structure, who can use our tax loss carry-forwards and who values the royalty stream, in order to get best total return for shareholders.
Our Current Business
We are now a company with no manufacturing and sales operations, but with a projected revenue stream of up to $10 million over the next four years from the settlement agreement payments.
To maximize shareholder value, we plan to explore joint venture, merger or acquisition opportunities for our company. We intend to focus on the field of renewable energy.
Subsidiaries
Other than 6544797 Canada Ltd. and Americas Wind Energy Inc., we do not have any subsidiaries.
Research and Development Expenditures
We have incurred $nil in research and development expenditures over the last two fiscal years.
Employees
As of October 31, 2011, we had two employees consisting of Harold Dickout, our chief executive officer, president and chairman, Frank Pickersgill, our secretary. We plan to hire additional employees when circumstances warrant.
REPORTS TO SECURITY HOLDERS
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.
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| Item 1A. | Risk Factors |
Risks Related to Our Business
The audited financial statements for the year end July 31, 2011, states that there is a substantial doubt that we will be able to continue as a going concern and our independent certified public accountant added an emphasis paragraph to this report.
Our revenues are from the sublicense agreement are a percentage of sales and margins achieved by EWT-Americas from sales to a selected customer list.
These revenues are dependent on EWT-Americas achieving sales to these customers. To the extent that sales are not achieved or are less than anticipated, revenues will be impacted and our company may have difficulty in meeting our payment obligations.
There may be some doubt about our ability to continue as a going concern.
Our company's continuance as a going concern is dependent on our directors and principal stockholders in providing financial support in the short term and receiving sufficient sublicense payments to discharge our company’s liabilities. In the event that these are not achieved, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these consolidated financial statements could be material.
Most of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.
Although we are organized under the laws of the State of Nevada, United States, our principal business office is located in Toronto, Ontario, Canada. Outside the United States, it may be difficult for investors to enforce judgments against us that are obtained in the United States in any action, including actions predicated upon civil liability provisions of federal securities laws. In addition, all of our directors and officers reside outside the United States, and nearly all of the assets of these persons and our assets are located outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against us or such persons judgments predicated upon the liability provisions of United States securities laws. There is substantial doubt as to the enforceability against us or any of our directors and officers located outside the United States in original actions or in actions of enforcement of judgments of United States courts or liabilities predicated on the civil liability provisions of United States federal securities laws. In addition, as the majority of our assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings against us. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever it is located, including property situated in other countries. Courts outside of the United States may not recognize the United States bankruptcy court's jurisdiction. Accordingly, you may have trouble administering a United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the United States. Any orders or judgments of a bankruptcy court obtained by you in the United States may not be enforceable.
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Risks Related To Our Company Stock
If we issue additional shares in the future, it will result in the dilution of our existing shareholders.
Our Articles authorize the issuance of up to 100,000,000 shares of common stock and 30,000,000 class A special voting shares. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.
Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA), formerly the National Association of Securities Dealers or NASD, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.
Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
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Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.
| Item 1B. | Unresolved Staff Comments |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 2. | Properties |
Our principal offices are located at 24 Palace Arch Drive, Toronto, Ontario, Canada M9A 2S1. We lease our office space at this location on a month-to-month basis at a rental rate of approximately $50 per month. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.
| Item 3. | Legal Proceedings |
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 company.
| Item 4. | [Removed and Reserved] |
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
In the United States, our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “AWNE.” The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Our common shares were originally quoted for trading on the OTCBB on January 30, 2006 under the symbol “VEQI”.
The high and low bid prices of our common stock for the periods indicated below are as follows:
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| OTC Bulletin Board(1) | ||
| Quarter Ended | High | Low |
| July 31, 2011 | $0.035 | $0.018 |
| April 30, 2011 | $0.045 | $0.0215 |
| January 31, 2011 | $0.04 | $0.011 |
| October 31, 2010 | $0.053 | $0.03 |
| July 31, 2010 | $0.075 | $0.03 |
| April 30, 2010 | $0.10 | $0.0402 |
| January 31, 2010 | $0.13 | $0.05 |
| October 31, 2009 | $0.225 | $0.09 |
| July 31, 2009 | $0.47 | $0.14 |
(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Our shares are issued in registered form. Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, NV 89119is the registrar and agent for our common and preferred shares.
On October 31, 2011, the shareholders' list showed 36 registered shareholders, 44,396,202 common shares and 18,107,692 preferred shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2011.
Equity Compensation Plan Information
We have no long-term incentive plans, other than the Stock Option Plan described below.
2011 Stock Option Plan
On June 21, 2011 our directors approved the adoption of our 2011 Stock Option Plan which permits our company to grant up to 6,700,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company.
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| Equity Compensation Plan Information | |||
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Equity compensation plans approved by security holders |
Nil |
Nil |
Nil |
| Equity compensation plans not approved by security holders |
6,700,000 |
$0.02 |
Nil |
| Total | 6,700,000 | $0.02 | Nil |
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended July 31, 2011.
| Item 6. | Selected Financial Data |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended July 31, 2011 and July 31, 2010 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.
Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Cash Requirements
Over the next 12 months we intend to operate as a business development Company. We anticipate that we will incur the following operating expenses during this period:
| Estimated Funding Required During the Next 12 Months | |
| Expense | Amount |
| Professional fees | $50,000 |
| Other general administrative expenses | $300,000 |
| Total | $350,000 |
We believe that we will require additional funds to implement our growth strategy. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.
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Purchase of Significant Equipment
We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.
Trends and Uncertainties
Our revenues are dependent on the success of EWT-Americas in selling wind turbines in the North American market. Prospects look good in the current political environment of support for renewables but results cannot be assured.
Our ability to develop new business in the current market environment may take some time.
Going Concern
There may be some doubt about our ability to continue as a going concern.
Our company's continuance as a going concern is dependent on its Directors and principal stockholders in providing financial support in the short term and receiving sufficient sublicense payments to discharge our company’s liabilities. In the event that these are not achieved, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these consolidated financial statements could be material.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Results of Operations for the Years Ended July 31, 2011 and 2010
The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the years ended July 31, 2011 and 2010.
Our operating results for the years ended July 31, 2011 and 2010 are summarized as follows:
| Year Ended | ||||||
| July 31, | ||||||
| 2011 | 2010 | |||||
| Operating Expenses | $ | 378,059 | $ | 487,708 | ||
| Other Expenses | $ | 142,477 | $ | 111,181 | ||
| (Income) Loss from Discontinued Operations, net of tax | $ | Nil | $ | (1,130,291 | ) | |
| Net Income (Loss) | $ | (520,536 | ) | $ | 531,402 | |
Expenses
Our operating expenses for the years ended July 31, 2011 and 2010 are outlined in the table below:
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| Year Ended | ||||||
| July 31, | ||||||
| 2011 | 2010 | |||||
| General and Administrative | $ | 373,444 | $ | 460,367 | ||
| Foreign Exchange Loss | $ | 4,312 | $ | 27,172 | ||
| Depreciation and Amortization | $ | 303 | $ | 169 | ||
Operating expenses for the year ended July 31, 2011, decreased by 22.5% as compared to the comparative period in 2010 primarily as a result of reduced business activity.
Equity Compensation
We currently do not have any equity compensation plans or arrangements. On June 21, 2011 our directors approved the adoption of our 2011 Stock Option Plan which permits our company to grant up to 6,700,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company.
Liquidity and Financial Condition
| Working Capital | |||||||||
| At July 31, | |||||||||
| 2011 | 2010 | Percentage | |||||||
| Increase/Decrease | |||||||||
| Current Assets | $ | 77,375 | $ | 7,974 | 870.3% | ||||
| Current Liabilities | $ | 2,199,369 | $ | 1,646,310 | 33.6% | ||||
| Working Capital | $ | (2,121,994 | ) | $ | (1,638,336 | ) | (29.5)% | ||
| Cash Flows | ||||||
| Year Ended | ||||||
| July 31, | ||||||
| 2011 | 2010 | |||||
| Net Cash Used in Operating Activities | $ | (519,110 | ) | $ | (474,882 | ) |
| Net Cash Provided by Financing Activities | $ | 482,161 | $ | 306,470 | ||
| Net Cash Provided by Investing Activities | $ | Nil | $ | (1,163 | ) | |
| Effect of Exchange Rate Changes | $ | 36,949 | $ | 151,938 | ||
| Decrease in Cash during the Period | $ | Nil | $ | (17,637 | ) | |
As of July 31, 2011, our company had working capital deficit of $2,121,994.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America for financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
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Basis of Presentation
The consolidated financial statements include the accounts of Americas Wind Energy Corporation, and 6544797 Canada Ltd. and its wholly owned legal subsidiary, AWE Inc. All significant intercompany balances and transactions are eliminated on consolidation. For financial reporting purposes, AWE Inc. is the accounting parent company. The financial statements are prepared in accordance with United States Generally Accepted Accounting Principles.
Cash and Cash Equivalents
The Company considers all highly liquid temporary investments with original maturities of less than ninety days to be cash equivalents. Temporary cash investments are placed with high credit financial institutions. At times, the Company’s cash deposits with any one financial institution may exceed federally insured limits.
Equipment, Net
Equipment is recorded at cost. Depreciation, based on the estimated useful lives of the assets, is provided as follows:
| Office equipment | 30% | Declining balance |
Intangible Asset, Net
Intangible asset represents an acquired license right. Previously, the Company determined that the asset met the indefinite life criteria outlined in Accounting Standards Codification (“ASC”) 350, "Intangibles other than Goodwill." Accordingly, the Company did not amortize this intangible asset, but instead reviewed this asset at least annually for impairment.
During 2009, upon entering into the Agreement with EWT on March 5, 2009, the Company completed a review of the estimated useful life of its intangible asset. As a result of the review, the Company revised its amortization policy from amortizing the intangible asset over its previously estimated useful life of 25 years to a basis based on a percentage of sublicense payments received compared to $14,000,000, being the minimum sublicense payments required without termination of the Agreement.
This change qualifies as a change in accounting estimate and was made on a prospective basis effective March 5, 2009. In 2009, amortization expense was $30,380 (after-tax) less than would have been had the amortization policy not changed. The effect of this change was to decrease each of the loss before income taxes, net loss and comprehensive loss by $30,380. This change had no effect on either basic or diluted loss per share.
On February 1, 2010, the sublicense agreement was terminated and the intangible asset was written off. The write-off is included in net income from discontinued operations in these consolidated financial statements for the period.
Impairment of Long-lived Assets
In accordance with ASC 360, "Property, plant and equipment," long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell.
14
Revenue Recognition of Discontinued Operations
Our company recognizes revenues from the sale of wind turbines on a completed contract basis, which approximates the percentage-of-completion method. After the delivery of components and spares on customer's sites, it takes about two months to install and commission the wind turbines under an average contract. Under the completed contract method, the revenue and costs related thereto are deferred until such time as the project is completed, the customer takes ownership and assumes risks of loss, collection is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.
The amount of any excess accumulated costs over related billings are described as "costs of uncompleted contracts in excess of related billings" and are presented as a current asset. The amount of any excess accumulated billings over related costs are described as "billings on uncompleted contracts in excess of related costs" and are presented as a current liability.
Our company assesses the expectations of profitability of its contracts periodically. When there is reasonable certainty of an overall loss on a given contract, that estimated loss is recognized in full in the accounts. In estimating the loss on contract, all related disbursements are considered including those related to penalties and direct overhead. Provisions for contract losses are shown separately as a liability on the consolidated balance sheet. Any subsequent adjustments to the contract loss are recognized when reasonably estimable.
Income taxes
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.
Foreign Currency Translation
In accordance with the provision of ASC 830, "Foreign Currency Matters," the Company, whose functional currency is the Canadian dollar, translates its balance sheet into U.S. dollars at the prevailing rate at the balance sheet date and translates its revenues, costs and expenses at the average rates prevailing during each reporting period. Net gains or losses resulting from the translation of financial statements are accumulated and charged directly to accumulated comprehensive income or loss, a component of stockholders' equity or deficit. Gains or losses resulting from foreign currency transactions are included in earnings.
Stock-Based Compensation
Stock options and warrants awarded to non-employees are accounted for using the fair value of the instrument or service provided, whichever is considered more reliable. Stock options and warrants awarded to employees are accounted for using the fair value method. The fair value of stock options granted is recognized on a straight-line basis, over the applicable stock option vesting period, as compensation expense included in general and administrative expenses in the consolidated statements of operations and deficit and contributed surplus within shareholders' equity on the consolidated balance sheets. On the exercise of stock options, the total of the consideration received and the accumulated contributed surplus relating to those options is credited to share capital. Fair value is calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant.
Fair Value of Financial Instruments
The carrying values of cash and bank indebtedness, accounts receivable, accounts payable, accrued liabilities, due to stockholders and convertible loan payable approximate their fair values principally because of the short-term maturities of these financial instruments.
15
Comprehensive Income or Loss
The Company applies the provisions of ASC 220, “Comprehensive Income.” Unrealized gains and losses from foreign exchange translation are reported in the accompanying statements as comprehensive income (loss).
Earnings or Loss Per Share
The Company accounts for earnings or loss per share pursuant to ASC 260, "Earnings per Share," which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year.
Discontinued Operations
Our company applies the provision of ASC 205, “Discontinued Operations” to account for the results of operations of a component of an entity that either has been disposed of or is classified as held for sale. Such components are reported in discontinued operations if both the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and where the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. In the current year, it was determined that the Company’s entrance into the Settlement Agreement to sell and manufacture wind turbines for the medium capacity wind turbines for the North American market for an indefinite period of time constitutes a component that has been disposed of and as such is presented in net income from discontinued operations in these consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on management's best knowledge of current events and actions our company may undertake in the future. Actual results may ultimately differ from those estimates. These estimates are reviewed on an ongoing basis and as adjustments become necessary, they are reported in earnings in the period in which they become known.
Recent accounting pronouncements
In August 2009, FASB issued ASC 820, "Fair Value Measurements and Disclosures", which clarifies, among other things, that when a quoted price in an active market for the identical liability is not available, an entity must measure fair value using one or more specified techniques. ASC 820 was effective for the first reporting period, including interim periods, beginning after issuance. The change had no effect on the Company’s consolidated financial statements.
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-6”). The standard amends ASC Topic 820, “Fair Value Measurements and Disclosures” to require additional disclosures related to transfers between levels in the hierarchy of fair value measurements. ASU 2010-6 is effective for interim and annual fiscal years beginning after December 15, 2009. The standard does not change how fair values are measured, accordingly the standard did not have an impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. generally acceptable accounting principles for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in ASU 2011-04 should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
16
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”). The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, ASU 2011-05 requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in ASU2011-05 should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 8. | Financial Statements and Supplementary Data |
17
AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011 AND 2010
(EXPRESSED IN U.S. DOLLARS)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Americas
Wind Energy Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of Americas Wind Energy Corporation (A Development Stage Company) and subsidiaries (the "Company") as of July 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive loss, stockholders' equity (deficit) and cash flows for the years ended July 31, 2011 and 2010 and the period from July 29, 2002 (date of inception) through July 31, 2011. 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 audits.
We conducted our audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Americas Wind Energy Corporation and subsidiaries as of July 31, 2011 and 2010, and the results of their operations and their cash flows for the years ended July 31, 2011 and 2010, and the period from July 29, 2002 (date of inception) through July 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the consolidated financial statements, the Company is in the development stage, has an accumulated deficit during the development stage, and has insufficient working capital to meet its planned business operations. These and other factors 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 note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ SF Partnership, LLP | |
| Toronto, Canada | CHARTERED ACCOUNTANTS |
| November 1, 2011 |
F-1
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Consolidated Balance Sheets |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2011 | 2010 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Other receivables | $ | 12,747 | $ | 2,902 | ||
| Prepaid expenses | 64,628 | 5,072 | ||||
| Total Current Assets | 77,375 | 7,974 | ||||
| Equipment, Net (note 3) | 736 | 977 | ||||
| Total Assets | $ | 78,111 | $ | 8,951 | ||
| LIABILITIES | ||||||
| Current Liabilities | ||||||
| Bank indebtedness | $ | 29,412 | $ | 26,215 | ||
| Accounts payable | 171,517 | 118,313 | ||||
| Accrued liabilities | 132,625 | 115,305 | ||||
| Due to stockholders (note 6) | 1,449,765 | 989,896 | ||||
| Convertible loan payable (note 7) | 416,050 | 396,581 | ||||
| Total Liabilities | 2,199,369 | 1,646,310 | ||||
| Commitments and Contingencies (note 11) | ||||||
| STOCKHOLDERS' DEFICIT | ||||||
| Capital Stock | ||||||
| Class "A"
special voting shares, no par value;
30,000,000 shares authorized, 18,107,692 (2010 – 18,107,692) shares issued and outstanding, however deemed to be cancelled (note 8) |
- |
- |
||||
| Common stock, $0.0001 par
value per share;
100,000,000 shares authorized; 44,396,202 (2010 – 39,396,202) shares issued and outstanding; 18,107,692 (2009 – 18,107,692) shares deemed issued and outstanding (note 8) |
6,250 |
5,750 |
||||
| Additional Paid-In Capital | 2,810,602 | 2,661,102 | ||||
| Accumulated Other Comprehensive Loss | (385,396 | ) | (272,033 | ) | ||
| Accumulated Deficit During the Development Stage | (4,552,714 | ) | (4,032,178 | ) | ||
| Total Stockholders' Deficit | (2,121,258 | ) | (1,637,359 | ) | ||
| Total Liabilities and Stockholders' Deficit | $ | 78,111 | $ | 8,951 | ||
(The accompanying notes are an integral part of these
consolidated financial statements.)
F-2
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Consolidated Statements of Operations and Comprehensive Loss |
| For the Years Ended July 31, 2011 and 2010, and Cumulative |
| from Inception (July 29, 2002) Through July 31, 2011 |
| (Expressed in U.S. Dollars) |
| Cumulative | |||||||||
| from Inception | |||||||||
| (July 29, 2002) | |||||||||
| Year Ended | Year Ended | through | |||||||
| July 31, | July 31, | July 31, | |||||||
| 2011 | 2010 | 2011 | |||||||
| Sales | $ | - | $ | - | $ | - | |||
| Cost of Sales | - | - | - | ||||||
| Gross Loss | - | - | - | ||||||
| Expenses | |||||||||
| General and administrative | 373,444 | 460,367 | 3,167,641 | ||||||
| Foreign exchange loss (gain) | 4,312 | 27,172 | (32,632 | ) | |||||
| Depreciation and amortization | 303 | 169 | 56,063 | ||||||
| Total Expenses | 378,059 | 487,708 | 3,191,072 | ||||||
| Loss from Operations | (378,059 | ) | (487,708 | ) | (3,191,072 | ) | |||
| Other (Expenses) Income | |||||||||
| Gain on sale of investment in Emergya Wind Technologies B.V. Inc. | - | - | 1,129,247 | ||||||
| Other income | 1,006 | - | 84,628 | ||||||
| Interest and financing costs | (143,483 | ) | (111,181 | ) | (1,009,909 | ) | |||
| Total Other (Expenses) Income | (142,477 | ) | (111,181 | ) | 203,966 | ||||
| Loss Before Income Taxes and Discontinued Operations | (520,536 | ) | (598,889 | ) | (2,987,106 | ) | |||
| Benefit from income taxes (note 10) | - | - | 56,703 | ||||||
| Loss before Discontinued Operations | (520,536 | ) | (598,889 | ) | (2,930,403 | ) | |||
| Income (Loss) from Discontinued Operations, net of tax (note 5) | - | 1,130,291 | (1,622,311 | ) | |||||
| Net (Loss) Income | (520,536 | ) | 531,402 | (4,552,714 | ) | ||||
| Foreign currency translation | |||||||||
| adjustments | (113,363 | ) | (90,466 | ) | (385,396 | ) | |||
| Comprehensive (Loss) Income | $ | (633,899 | ) | $ | 440,936 | $ | (4,938,110 | ) | |
| Net (Loss) Income per Share – Basic and Diluted: | |||||||||
| (Loss) Income from continuing operations | $ | (0.01 | ) | $ | (0.01 | ) | |||
| (Loss) Income from Discontinued Operations, Net of Tax | - | 0.02 | |||||||
| Net (Loss) Income per Share – Basic and Diluted | $ | (0.01 | ) | $ | 0.01 | ||||
| Weighted Average Number of Shares Outstanding During the Periods – Basic and Diluted | 58,921,692 | 53,099,774 |
(The accompanying notes are an integral part of these
consolidated financial statements.)
F-3
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Consolidated Statements of Stockholders’ Equity (Deficit) |
| For the Periods from Inception (July 29, 2002) Through July 31, 2011 |
| (Expressed in U.S. Dollars) |
| Accumulated | ||||||||||||||||||||||||
| Accumulated | Deficit | |||||||||||||||||||||||
| Additional | Other | During the | Total | |||||||||||||||||||||
| Class A Special Voting Shares | Common Stock | Paid-In | Comprehensive | Development | Stockholders' | |||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Stage | Equity (Deficit) | |||||||||||||||||
| Balance - July 29, 2002 (date of inception) | - | $ | - | 57,545,143 | $ | 5,754 | $ | (5,754 | ) | $ | - | $ | - | $ | - | |||||||||
| Stock issued at inception for cash | - | - | - | 64 | - | - | 64 | |||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (1,243 | ) | - | (1,243 | ) | |||||||||||||||
| Net loss for the period | - | - | - | - | - | (19,423 | ) | (19,423 | ) | |||||||||||||||
| Balance - July 31, 2003 | - | - | 57,545,143 | 5,754 | (5,690 | ) | (1,243 | ) | (19,423 | ) | (20,602 | ) | ||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 40,306 | - | 40,306 | |||||||||||||||||
| Net loss for the year | - | - | - | - | - | (431,939 | ) | (431,939 | ) | |||||||||||||||
| Balance - July 31, 2004 | - | - | 57,545,143 | 5,754 | (5,690 | ) | 39,063 | (451,362 | ) | (412,235 | ) | |||||||||||||
| Stock issued for cash | - | - | - | 1 | - | - | 1 | |||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (85,476 | ) | - | (85,476 | ) | |||||||||||||||
| Net loss for the year | - | - | - | - | - | (137,873 | ) | (137,873 | ) | |||||||||||||||
| Balance - July 31, 2005 | - | - | 57,545,143 | 5,754 | (5,689 | ) | (46,413 | ) | (589,235 | ) | (635,583 | ) | ||||||||||||
| Stock issued for cash | - | - | - | 25 | - | - | 25 | |||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (52,444 | ) | - | (52,444 | ) | |||||||||||||||
| Net loss for the year | - | - | - | - | - | (22,719 | ) | (22,719 | ) | |||||||||||||||
| Balance - July 31, 2006 | - | $ | - | 57,545,143 | $ | 5,754 | $ | (5,664 | ) | $ | (98,857 | ) | $ | (611,954 | ) | $ | (710,721 | ) | ||||||
(The accompanying notes are an integral part of these
consolidated financial statements.)
F-4
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Consolidated Statements of Stockholders’ Equity (Deficit) |
| For the Periods from Inception (July 29, 2002) Through July 31, 2011 |
| (Expressed in U.S. Dollars) |
| Accumulated | ||||||||||||||||||||||||
| Accumulated | Deficit | |||||||||||||||||||||||
| Additional | Other | During the | Total | |||||||||||||||||||||
| Class A Special Voting Shares | Common Stock | Paid-In | Comprehensive | Development | Stockholders' | |||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Stage | Equity (Deficit) | |||||||||||||||||
| Balance - July 31, 2006 | - | $ | - | 57,545,143 | $ | 5,754 | $ | (5,664 | ) | $ | (98,857 | ) | $ | (611,954 | ) | $ | (710,721 | ) | ||||||
| Cancellation of shares as part of the share exchange | - | - | (37,541,249 | ) | (3,754 | ) | 3,754 | - | - | - | ||||||||||||||
| Share exchange transaction on August 11, 2006 - issuance of 30,000,000 Class A special voting shares in exchange for 130,000 shares of AWE Inc. | 30,000,000 | - | - | - | 4,262 | - | - | 4,262 | ||||||||||||||||
| Exchangeable shares presented as having been converted (note 8) | (25,000,000 | ) | - | 25,000,000 | 2,500 | (2,500 | ) | - | - | - | ||||||||||||||
| Class A special voting shares converted (note 8) | (5,000,000 | ) | - | 5,000,000 | 500 | (500 | ) | - | - | - | ||||||||||||||
| Issuance of shares in relation to private placement for cash | - | - | 2,500,000 | 250 | 2,147,106 | - | - | 2,147,356 | ||||||||||||||||
| Issuance of stock purchase warrants | - | - | - | - | 402,644 | - | - | 402,644 | ||||||||||||||||
| Issuance of compensation options | - | - | - | - | 40,275 | - | - | 40,275 | ||||||||||||||||
| Share issuance costs | - | - | - | - | (202,775 | ) | - | - | (202,775 | ) | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (22,311 | ) | - | (22,311 | ) | ||||||||||||||
| Net income for the year | - | - | - | - | - | - | 244,244 | 244,244 | ||||||||||||||||
| Balance - July 31, 2007 | - | - | 52,503,894 | 5,250 | 2,386,602 | (121,168 | ) | (367,710 | ) | 1,902,974 | ||||||||||||||
| Issuance of stock purchase warrants | - | - | - | - | 75,000 | - | - | 75,000 | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | 16,813 | - | 16,813 | ||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | (2,055,487 | ) | (2,055,487 | ) | ||||||||||||||
| Balance - July 31, 2008 | - | $ | - | 52,503,894 | $ | 5,250 | $ | 2,461,602 | $ | (104,355 | ) | $ | (2,423,197 | ) | $ | (60,700 | ) | |||||||
(The accompanying notes are an integral part of these
consolidated financial statements.)
F-5
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Consolidated Statements of Stockholders’ Equity (Deficit) |
| For the Periods from Inception (July 29, 2002) Through July 31, 2011 |
| (Expressed in U.S. Dollars) |
| Accumulated | ||||||||||||||||||||||||
| Accumulated | Deficit | |||||||||||||||||||||||
| Additional | Other | During the | Total | |||||||||||||||||||||
| Class A Special Voting Shares | Common Stock | Paid-In | Comprehensive | Development | Stockholders' | |||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Stage | Equity (Deficit) | |||||||||||||||||
| Balance - July 31, 2008 | - | $ | - | 52,503,894 | $ | 5,250 | $ | 2,461,602 | $ | (104,355 | ) | $ | (2,423,197 | ) | $ | (60,700 | ) | |||||||
| Foreign currency translation adjustment | - | - | - | - | (77,212 | ) | - | (77,212 | ) | |||||||||||||||
| Net loss for the year | - | - | - | - | - | (2,140,383 | ) | (2,140,383 | ) | |||||||||||||||
| Balance - July 31, 2009 | - | $ | - | 52,503,894 | $ | 5,250 | $ | 2,461,602 | $ | (181,567 | ) | $ | (4,563,580 | ) | $ | (2,278,295 | ) | |||||||
| Issuance of shares in relation to conversion of shareholder debt | - | - | 5,000,000 | 500 | 199,500 | - | - | 200,000 | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (90,466 | ) | - | (90,466 | ) | ||||||||||||||
| Net income for the year | - | - | - | - | - | - | 531,402 | 531,402 | ||||||||||||||||
| Balance - July 31, 2010 | - | $ | - | 57,503,894 | $ | 5,750 | $ | 2,661,102 | $ | (272,033 | ) | $ | (4,032,178 | ) | $ | (1,637,359 | ) | |||||||
| Issuance of shares in relation to conversion of shareholder debt | - | - | 5,000,000 | 500 | 149,500 | - | - | 150,000 | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (113,363 | ) | - | (113,363 | ) | ||||||||||||||
| Net loss for the year | - | - | - | - | - | - | (520,536 | ) | (520,536 | ) | ||||||||||||||
| Balance - July 31, 2011 | - | $ | - | 62,503,894 | $ | 6,250 | $ | 2,810,602 | $ | (385,396 | ) | $ | (4,552,714 | ) | $ | (2,121,258 | ) | |||||||
(The accompanying notes are an integral part of these
consolidated financial statements.)
F-6
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Consolidated Statements of Cash Flows |
| For the Years Ended July 31, 2011 and 2010 and |
| Cumulative from Inception (July 29, 2002) Through July 31, 2011 |
| (Expressed in U.S. Dollars) |
| Cumulative from | |||||||||
| Year Ended | Year Ended | Inception | |||||||
| July 31, | July 31, | (July 29, 2002) Through | |||||||
| 2011 | 2010 | July 31, 2011 | |||||||
| Cash Flows from Operating Activities | |||||||||
| Net (loss) income | $ | (520,536 | ) | $ | 531,402 | $ | (4,552,714 | ) | |
| Adjustments for: | |||||||||
| Accretion on convertible loan payable | - | - | 75,442 | ||||||
| Depreciation and amortization | 303 | 169 | 56,063 | ||||||
| Interest on convertible loan payable | - | - | 30,250 | ||||||
| Gain on sale of investment in EWT B.V. Inc. | - | - | (1,129,247 | ) | |||||
| Changes in non-cash working capital, net of effects from acquisition: | |||||||||
| Accounts receivable | - | - | (46,405 | ) | |||||
| Other receivables | (9,845 | ) | (1,451 | ) | (12,747 | ) | |||
| Prepaid expenses | (59,556 | ) | (3,721 | ) | (64,628 | ) | |||
| Accounts payable | 53,204 | 37,380 | 171,517 | ||||||
| Accrued liabilities | 17,320 | 91,630 | 132,625 | ||||||
| Net Cash (Used by) Provided by Operating Activities | (519,110 | ) | 655,409 | (5,339,844 | ) | ||||
| Net Cash Used by Operating Activities from | |||||||||
| Discontinued Operations | - | (1,130,291 | ) | (1,904,921 | ) | ||||
| (519,110 | ) | (474,882 | ) | (7,244,765 | ) | ||||
| Cash Flows from Financing Activities | |||||||||
| Proceeds from bank overdraft | 3,197 | 43,852 | 29,412 | ||||||
| Proceeds from issuance of common stock | - | - | 2,550,090 | ||||||
| Proceeds from convertible loan payable | 19,095 | 16,511 | 310,606 | ||||||
| Proceeds from issuance of warrants | - | - | 75,000 | ||||||
| Cash of subsidiary acquired | - | - | 231 | ||||||
| Increase in advances from investors | - | - | 1,321,677 | ||||||
| Decrease in advances from investors | - | - | (1,321,677 | ) | |||||
| Advances from Digital Predictive Systems Inc. | - | - | 1,713,046 | ||||||
| Repayment to Digital Predictive Systems Inc. | - | - | (1,713,046 | ) | |||||
| Due to stockholders | 459,869 | 246,107 | 1,449,765 | ||||||
| Increase in long-term loan payable | - | - | 1,212,192 | ||||||
| Stock issuance costs | - | - | (162,500 | ) | |||||
| Net Cash Provided by Financing Activities | 482,161 | 306,470 | 5,464,796 | ||||||
| Cash Flows from Investing Activities | |||||||||
| Proceeds from sale of investment in Emergya Wind Technologies B.V. Inc. | - | - | 1,931,479 | ||||||
| Acquisition of equipment | - | (1,163 | ) | (166,485 | ) | ||||
| Net Cash (Used by) Provided by Investing Activities | - | (1,163 | ) | 1,764,994 | |||||
| Effect of Exchange Rate Change on Cash | 36,949 | 151,938 | (14,975 | ) | |||||
| Change in Cash | - | (17,637 | ) | - | |||||
| Cash - Beginning of Period | - | 17,637 | - | ||||||
| Cash - End of Period | $ | - | $ | - | $ | - | |||
(The accompanying notes are an integral part of these
consolidated financial statements.)
F-7
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 1. |
Organization, Reverse Merger Transaction, and Going Concern |
Americas Wind Energy Corporation (the "Company") was incorporated under the laws of the State of Nevada on August 22, 2003. The Company was acquired in a reverse merger transaction on August 11, 2006. The Company changed its ordinary course of business from that of establishing a marine adventure tourism business to that of manufacturing and distributing wind power turbines to wind farm developers throughout the Americas through its operating subsidiary incorporated in Canada, Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the wind turbines business since July 29, 2002 up until June 11, 2010.
Following the finalized settlement agreement (as disclosed in note 4) on June 11, 2010 the Company discontinued its operations in the wind turbines business and has focused its activities on managing the settlement agreement and seeking out and investigating potential business opportunities in a business combination.
Going Concern Assumption
The Company's consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company's negative working capital and accumulated deficit raise substantial doubt as to its ability to continue as a going concern. As of July 31, 2011, the Company had negative working capital of $2,121,994 and accumulated deficit of $4,552,714.
The Company's continuance as a going concern is dependent on its Directors and principal stockholders in providing financial support in the short term and receiving sufficient payments under the Settlement Agreement (note 11) to discharge the Company’s liabilities. In the event that these are not achieved, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these consolidated financial statements could be material.
The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.
F-8
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2. |
Summary of Significant Accounting Policies | |
| a) |
Basis of Presentation | |
|
The consolidated financial statements include the accounts of Americas Wind Energy Corporation, and 6544797 Canada Ltd. and its wholly owned legal subsidiary, AWE Inc. All significant intercompany balances and transactions are eliminated on consolidation. For financial reporting purposes, AWE Inc. is the accounting parent company. The financial statements are prepared in accordance with United States generally accepted accounting principles. | ||
| b) |
Cash and Cash Equivalents | |
|
The Company considers all highly liquid temporary investments with original maturities of less than ninety days to be cash equivalents. Temporary cash investments are placed with high credit financial institutions. At times, the Company’s cash deposits with any one financial institution may exceed federally insured limits. | ||
| c) |
Equipment, Net | |
|
Equipment is recorded at cost. Depreciation, based on the estimated useful lives of the assets, is provided as follows: | ||
| Office equipment | 30% | Declining balance |
| d) |
Intangible Asset, Net | |
|
Intangible asset represents an acquired license right. Previously, the Company determined that the asset met the indefinite life criteria outlined in Accounting Standards Codification (“ASC”) 350, "Intangibles other than Goodwill." Accordingly, the Company did not amortize this intangible asset, but instead reviewed this asset at least annually for impairment. | ||
|
During 2009, upon entering into the Agreement with EWT on March 5, 2009, the Company completed a review of the estimated useful life of its intangible asset. As a result of the review, the Company revised its amortization policy from amortizing the intangible asset over its previously estimated useful life of 25 years to a basis based on a percentage of sublicense payments received compared to $14,000,000, being the minimum sublicense payments required without termination of the Agreement (see notes 4 and 11(a)). | ||
|
This change qualifies as a change in accounting estimate and was made on a prospective basis effective March 5, 2009. In 2009, amortization expense was $30,380 (after-tax) less than would have been had the amortization policy not changed. The effect of this change was to decrease each of the loss before income taxes, net loss and comprehensive loss by $30,380. This change had no effect on either basic or diluted loss per share. |
F-9
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2. |
Summary of Significant Accounting Policies (cont'd) | |
| d) |
Intangible Asset, Net (cont’d) | |
|
On February 1, 2010, the sublicense agreement was terminated and the intangible asset was written off. The write-off is included in net income from discontinued operations in these consolidated financial statements for the period (note 5 and 11(a)). | ||
| e) |
Impairment of Long-lived Assets | |
|
In accordance with ASC 360, "Property, plant and equipment," long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. | ||
| f) |
Revenue Recognition of Discontinued Operations | |
|
The Company recognizes revenues from the sale of wind turbines on a completed contract basis, which approximates the percentage-of-completion method. After the delivery of components and spares on customer's sites, it takes about two months to install and commission the wind turbines under an average contract. Under the completed contract method, the revenue and costs related thereto are deferred until such time as the project is completed, the customer takes ownership and assumes risks of loss, collection is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. | ||
|
The amount of any excess accumulated costs over related billings are described as "costs of uncompleted contracts in excess of related billings" and are presented as a current asset. The amount of any excess accumulated billings over related costs are described as "billings on uncompleted contracts in excess of related costs" and are presented as a current liability. | ||
|
The Company assesses the expectations of profitability of its contracts periodically. When there is reasonable certainty of an overall loss on a given contract, that estimated loss is recognized in full in the accounts. In estimating the loss on contract, all related disbursements are considered including those related to penalties and direct overhead. Provisions for contract losses are shown separately as a liability on the consolidated balance sheet. Any subsequent adjustments to the contract loss are recognized when reasonably estimable. | ||
F-10
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2. |
Summary of Significant Accounting Policies (cont'd) | |
| g) |
Research and Development | |
|
Research and development costs are expensed as incurred. Research and development expenses consist primarily of consulting fees and materials. | ||
|
Costs incurred in obtaining license rights to technology in the research and development stage, and that have no alternative future uses are expensed as incurred. | ||
| h) |
Income Taxes | |
|
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. | ||
| i) |
Foreign Currency Translation | |
|
In accordance with the provision of ASC 830, "Foreign Currency Matters," the Company, whose functional currency is the Canadian dollar, translates its balance sheet into U.S. dollars at the prevailing rate at the balance sheet date and translates its revenues, costs and expenses at the average rates prevailing during each reporting period. Net gains or losses resulting from the translation of financial statements are accumulated and charged directly to accumulated comprehensive income or loss, a component of stockholders' equity or deficit. Gains or losses resulting from foreign currency transactions are included in earnings. | ||
| j) |
Stock-Based Compensation | |
|
Stock options and warrants awarded to non-employees are accounted for using the fair value of the instrument or service provided, whichever is considered more reliable. Stock options and warrants awarded to employees are accounted for using the fair value method. The fair value of stock options granted is recognized on a straight-line basis, over the applicable stock option vesting period, as compensation expense included in general and administrative expenses in the consolidated statements of operations and deficit and contributed surplus within shareholders' equity on the consolidated balance sheets. On the exercise of stock options, the total of the consideration received and the accumulated contributed surplus relating to those options is credited to share capital. Fair value is calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant. | ||
F-11
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2. |
Summary of Significant Accounting Policies (cont'd) | |
| k) |
Fair Value of Financial Instruments | |
|
The carrying values of cash and bank indebtedness, other receivables, accounts payable, accrued liabilities, due to stockholders and convertible loan payable approximate their fair values principally because of the short-term maturities of these financial instruments. | ||
| l) |
Comprehensive Income or Loss | |
|
The Company applies the provisions of ASC 220, “Comprehensive Income.” Unrealized gains and losses from foreign exchange translation are reported in the accompanying statements as comprehensive income (loss). | ||
| m) |
Earnings or Loss Per Share | |
|
The Company accounts for earnings or loss per share pursuant to ASC 260, "Earnings per Share," which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. | ||
| n) |
Discontinued Operations | |
|
The Company applies the provision of ASC 205, “Discontinued Operations” to account for the results of operations of a component of an entity that either has been disposed of or is classified as held for sale. Such components are reported in discontinued operations if both the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and where the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. In the prior year, it was determined that the Company’s entrance into the Settlement Agreement to sell and manufacture wind turbines for the medium capacity wind turbines for the North American market for an indefinite period of time constitutes a component that has been disposed of and as such is presented in net income from discontinued operations in these consolidated financial statements (note 4). | ||
F-12
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2. |
Summary of Significant Accounting Policies (cont'd) | |
| o) |
Use of Estimates | |
|
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from those estimates. These estimates are reviewed on an ongoing basis and as adjustments become necessary, they are reported in earnings in the period in which they become known. | ||
| p) |
Recent Accounting Pronouncements | |
|
In August 2009, FASB issued ASC 820, "Fair Value Measurements and Disclosures", which clarifies, among other things, that when a quoted price in an active market for the identical liability is not available, an entity must measure fair value using one or more specified techniques. ASC 820 was effective for the first reporting period, including interim periods, beginning after issuance. The change had no effect on the Company’s consolidated financial statements. | ||
|
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-6”). The standard amends ASC Topic 820, “Fair Value Measurements and Disclosures” to require additional disclosures related to transfers between levels in the hierarchy of fair value measurements. ASU 2010-6 is effective for interim and annual fiscal years beginning after December 15, 2009. The standard does not change how fair values are measured, accordingly the standard did not have an impact on the Company’s consolidated financial statements. | ||
|
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. generally acceptable accounting principles for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in ASU 2011-04 should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | ||
F-13
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 2. |
Summary of Significant Accounting Policies (cont'd) | |
| p) |
Recent Accounting Pronouncements (cont’d) | |
|
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”). The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, ASU 2011-05 requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in ASU2011-05 should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | ||
| 3. |
Equipment, Net | |
|
Equipment comprises the following: | ||
| 2011 | 2010 | ||||||||||||
| Cost | Accumulated | Accumulated | |||||||||||
| Depreciation | Cost | Amortization | |||||||||||
| Office equipment | $ | 1,237 | $ | (501 | ) | $ | 1,149 | $ | (172 | ) | |||
| Net carrying amount | $ | 736 | $ | 977 |
| 4. |
Intangible Asset, Net |
|
On March 5, 2009, the Company entered into an agreement with Emergya Wind Technologies B.V. Inc. and EWT-Americas Inc. (together, “EWT”) to sublicense its license to EWT, thereby allowing the use of its exclusive intellectual property and know-how rights in relation to the manufacturing and sales of medium capacity wind turbines in the size range of 600 kilowatt to 1 megawatt to the Canadian, United States, Mexican and related territory markets. The Company would receive sublicense payments based on a percentage of sales and gross profit of wind turbine sales made by EWT. | |
|
As part of the Agreement, the Company transferred to EWT all of its risks and benefits to its Waverly Light and Power (“Waverly”) and Rural Electric Convenience Cooperative Co. (“Rural”) contract. |
F-14
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 4. |
Intangible Asset, Net (cont'd) |
|
EWT has also assumed the costs incurred on the Confederation Power Inc. (previously Vector Wind Energy Inc.) (“Confederation”) and Wind Vision LLC (“Windvision”) contracts since March 5, 2009. Total aggregate costs incurred by EWT on behalf of the Company and the deposits received by the Company on the Waverly and Rural contracts and owing to EWT (herein “debt”) will only be repaid to the extent of up to 25% of the sublicense payments that the Company receives from EWT. If no sublicense payments are received, no part of the debt will be repaid to EWT. These contracts have been commissioned in the prior year, and the Company does not have any other ongoing or future contracts in the wind turbines business. | |
|
In accordance with the March 5, 2009 agreement, beginning on March 6, 2009, the intangible asset was being amortized based on a percentage of sublicense payments received compared to $14,000,000. | |
|
On February 1, 2010, the sublicense agreement was terminated and the intangible asset was written off. The write-off is included in discontinued operations in these consolidated financial statements for the period (note 11). | |
|
On April 28, 2010, a settlement agreement was reached to resolve the claims and defenses without litigation between the Company and EWT resulting from the termination letter. This agreement stipulates that the Company is to receive future payments not exceeding $10,000,000 (herein the “Settlement Agreement”). The Settlement Agreement was conditional upon customer releases of liability against the Company and EWT or upon waiver of the condition by EWT. The condition was waived by EWT and the Settlement Agreement became final on June 11, 2010. | |
| 5. |
Discontinued Operations |
|
The manufacture of wind turbines under the license agreement represented a separate component of the business because the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes from the rest of the entity. Following the finalized settlement agreement (as disclosed in note 4 and 11) on June 11, 2010 the Company discontinued its operations in the wind turbines business because the Company no longer holds the license to manufacture and sell wind turbines. |
F-15
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 5. |
Discontinued Operations (cont’d) |
|
The following table summarizes the sales, income (loss) before taxes and net income (loss) of the Company, which results from the disposal of the component during the prior year and classified as discontinued operations for the year-ended July 31, 2010: |
| Cumulative | ||||||||||
| from Inception | ||||||||||
| Year Ended | Year Ended | (July 29, 2002) | ||||||||
| July 31, | July 31, | Through | ||||||||
| 2011 | 2010 | July 31, 2011 | ||||||||
| Sales | $ | - | $ | - | $ | 4,652,412 | ||||
| Income (Loss) from Discontinued Operations before taxes | $ | - | $ | 1,130,291 | $ | (1,622,311 | ) | |||
| Taxes | - | - | - | |||||||
| Income (Loss) from Discontinued Operations | $ | - | $ | 1,130,291 | $ | (1,622,311 | ) |
|
The Company recognized a gain of $942,090 in connection with the Settlement Agreement. | |
| 6. |
Due to Stockholders |
|
The amounts due to stockholders bear interest of 10% per annum, are unsecured and are due on demand. | |
| 7. |
Convertible Loan Payable |
|
On March 6, 2008, the Company received $350,000 pursuant to a convertible loan agreement. The convertible loan bears interest at 2% above the Bank of Canada's prime rate per annum (as of July 31, 2011, the Bank of Canada's rate was 3.0%), payable quarterly, is unsecured, and matured on March 6, 2009. As the convertible loan payable was not repaid on March 6, 2009, its maturity date, Smart Goal Investment Limited may, by written notice, exercise its rights of conversion in respect of either a portion of or the total outstanding amount of the loan plus accrued interest into shares of the Company at $0.32 per share. As of July 31, 2011, Smart Goal Investment Limited has not exercised the right of conversion. |
F-16
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 7. |
Convertible Loan Payable (cont’d) | |
|
At the date of issuance, the conversion feature of the convertible loan was “in-the-money.” The intrinsic value of this beneficial conversion feature was $278,560. In accordance with ASC 470-20, “Debt with Conversion and Other Options,” this amount was measured but was not recognized as of July 31, 2011 and will be recorded as additional paid-in capital when converted. | ||
| 8. |
Capital Stock | |
| a) |
On April 7, 2011, the Company issued 5,000,000 common shares to a current stockholder of the Company in exchange for the settlement of $150,000 of debt owing to the stockholder. | |
| b) |
On July 20, 2010, a current stockholder of the Company converted 1,076,923 class A special voting shares for 1,076,923 common shares of the Company. | |
| c) |
On June 7, 2010, the Company issued 5,000,000 common shares to a current stockholder of the Company in exchange for the settlement of $200,000 of debt owing to the stockholder. | |
| d) |
On August 11, 2006, the Company entered into a reverse merger transaction through its subsidiary 6544797 Canada Ltd. (“Purchaser”) with AWE Inc. Purchaser issued 30,000,000 class A preferred shares (“Preferred Shares”) convertible to 30,000,000 common shares of the Company and 30,000,000 class A special voting shares (“Special Voting Shares”) of the Company to AWE Inc. in exchange for all of the shares of AWE Inc. to maintain the voting rights. | |
|
The Preferred Shares and the Special Voting Shares, when taken together, are the economic equivalent of the corresponding common shares of the Company and entitle the holder to one vote on the same basis and in the same circumstances as one corresponding share of the common shares of the Company and are intended to be the same in all respects as the regular common shares and are not subordinate. The exchangeable shares are exchangeable at any time, at the option of the holder, on a one-for-one basis with the corresponding common shares of the Company. | ||
|
For financial statement presentation purposes only, 18,107,692 (2010 – 18,107,692) Preferred Shares of the Purchaser were presented as having been converted into 18,107,692 (2010 - 18,107,692) common shares of the Company and the 18,107,692 (2009 – 18,107,692) Special Voting Shares of the Company were presented as having been converted and cancelled to more accurately reflect the substance of the reverse merger transaction. | ||
|
For the year ended July 31, 2011, the Company converted no (2010 – 1,076,923) Special Voting Shares into common shares. | ||
F-17
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 8. |
Capital Stock (cont’d) |
The Special Voting Shares are presented in the consolidated balance sheets as follows:
| 2011 | 2010 | ||||||
| Outstanding shares presented as having been converted into common shares | 18,107,692 | 18,107,692 | |||||
| Converted into common shares | 11,892,308 | 11,892,308 | |||||
| 30,000,000 | 30,000,000 |
Stock Option Plan
On June 21, 2011, shareholders of the Company approved a fixed stock option plan (the "Plan"). Under the Plan, the board of directors may grant options to acquire common stock of the Company to directors, officers, employees and consultants, to a limit of 6,700,000 of the outstanding common stock of the Company. As at July 31, 2011, no options had been issued.
| 9. |
Related Party Transactions |
|
The Company incurred the following amounts with related parties: |
| 2011 | 2010 | |||||||||
| a) | Consulting fees | |||||||||
| Stockholders | $ | 271,728 | $ | 257,364 | ||||||
| b) | Interest expense | |||||||||
| Stockholders | $ | 125,926 | $ | 94,650 |
Included in accounts payable and accrued liabilities are $31,722 (2010 - $15,343) and $82,175 (2010 - $59,107), respectively relating to amounts owed to stockholders.
F-18
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 10. |
Income Taxes |
|
The Company's current income taxes are as follows: |
| 2011 | 2010 | ||||||
| Expected income tax (recovery) at the statutory rate of 28.9% (2010 – 31.7%) | $ | 150,543 | $ | 168,436 | |||
| Other permanent differences | (30 | ) | 292 | ||||
| Change in enacted tax rates | (147,527 | ) | 402,984 | ||||
| Translation adjustment | (45,055 | ) | (16,976 | ) | |||
| Change in valuation allowance | 42,069 | (554,736 | ) | ||||
| Benefit from income taxes | $ | - | $ | - |
The components of deferred tax assets (liability) are as follows:
| 2011 | 2010 | ||||||
| Net operating loss carryforwards | $ | 1,818,693 | $ | 1,858,775 | |||
| Other deferred tax assets | 2,547 | 4,534 | |||||
| Valuation allowance | (1,821,240 | ) | (1,863,309 | ) | |||
| Net | $ | - | $ | - |
The Company has net operating loss carryforwards available to be applied against future years' income. Due to the losses from operations and expected future operating results, it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments, accordingly, a 100% valuation allowance has been recorded for deferred tax assets and current income taxes.
F-19
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 10. |
Income Taxes (cont’d) |
|
As of July 31, 2011, the Company had $6,236,463 of Federal, provincial and state net operating loss carryforwards (including losses of $332,634 in the U.S.) available to offset future taxable income. Such carryforwards expire in: |
| 2014 | $ | 493,019 | |
| 2016 | 22,336 | ||
| 2024 | 14,848 | ||
| 2025 | 83,878 | ||
| 2026 | 7,464 | ||
| 2027 | 451,086 | ||
| 2028 | 678,208 | ||
| 2029 | 3,501,090 | ||
| 2030 | 464,404 | ||
| 2031 | 520,130 | ||
| $ | 6,236,463 |
| 11. |
Commitments |
|
On April 28, 2010, the Company entered into the Settlement Agreement. This agreement replaced the March 5, 2009 agreement. Under this agreement, the Company will receive future payments based on 3% of sales of wind turbines made by EWT (herein the “Settlement Payments”), with the total Settlement Payments not exceeding $10,000,000. | |
|
Prior to entering into the Settlement Agreement, the debt due to EWT was approx. $2,800,000 and represented actual costs incurred on contracts plus anticipated costs to complete the Confederation Power, Wind Vision and Wray contracts. EWT determined that the costs to complete the contracts would be considerably more than the $2,800,000 and accordingly made efforts to enter into the Settlement Agreement. It was agreed the full and final payment of $4,000,000 was fair and reasonable to both parties and to satisfy EWT for any unforeseen obligations incurred by completing the contracts. In exchange, EWT agreed to release the Company from any future or further liabilities incurred from those contracts. | |
|
As repayment of the debt payable by the Company to EWT, EWT will apply the first $2,000,000 of Settlement Payments against the debt amount. Once $2,000,000 has been repaid to EWT, the Settlement Payments will be made to the Company at 50% of the Settlement Payment amount until EWT have retained an aggregate of $4,000,000 in total Settlement Payments (including the initial $2,000,000). Subsequent to that, the Settlement Payments will be paid in full to the Company until the earlier of the $10,000,000 being reached or until the fourth anniversary date of this agreement. If no Settlement Payments are received under the Agreement, the Company will not be committed to repaying the debt. As such, the debt has been removed and offset against the write down of the intangible asset of $2,008,955 in other income in these consolidated financial statements. |
F-20
| AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES |
| (A DEVELOPMENT STAGE COMPANY) |
| Notes to Consolidated Financial Statements |
| July 31, 2011 and 2010 |
| (Expressed in U.S. Dollars) |
| 12. |
Comparative Figures |
|
Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. |
F-21
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.
| Item 9A. | Controls and Procedures |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer and as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure
As of July 31, 2011, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer and our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of July 31, 2011, our internal control over financial reporting is effective. Our management reviewed the results of their assessment with our Board of Directors.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended July 31, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
| Item 9B. | Other Information |
None.
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
Name |
Position Held with Our
Company |
Age |
Date First Elected or
Appointed |
| Harold C.F. Dickout |
President, Chief Executive Officer, Chairman and Director |
76 |
August 21, 2006 |
| Frank D. Pickersgill | Secretary and Director | 71 | August 21, 2006 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Harold Dickout, Director, President, Chief Executive Officer and Chairman
Mr. Dickout was the Chief Executive Officer of SRE Controls, whose business included the design, manufacture, marketing and sale of drive controls for electronic vehicles. Prior to this, Mr. Dickout was the Chairman, President and Chief Executive Officer of Square D Canada, a major manufacturer of electrical distribution and control equipment. Prior to that, Mr. Dickout was Vice President, Power Systems Division, General Electric Canada. From 2002 to the present, Mr. Dickout has been the Chief Executive Officer of Americas Wind Energy Inc., which he co-founded with Mr. Pickersgill.
Frank Pickersgill, Director and Secretary
Mr. Pickersgill obtained his Bachelor’s of Science, Engineering, degree from the University of Manitoba in 1962 and his Masters in Business Administration from Harvard Business School in 1967. From 1997 through 2002, Mr. Pickersgill established and operated MFP Management Corporation, a family management and holding company, which founded and managed Prolion North America. Prolion North America’s business included the assembly and marketing of automatic “robotic” milking systems for Prolion BV, a Dutch manufacturer of automatic milking systems. From 2002 to the present, Mr. Pickersgill has been the Vice President and Secretary of Americas Wind Energy Inc., which he co-founded with Mr. Dickout.
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Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
| i. |
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity | |
| ii. |
Engaging in any type of business practice; or | |
| iii. |
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
20
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
| i. |
Any Federal or State securities or commodities law or regulation; or | |
| ii. |
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or | |
| iii. |
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended July 31, 2011, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.
Code of Ethics
Effective July 22, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president (being our principal executive officer and principal financial officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
| 2. |
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; | |
| 3. |
compliance with applicable governmental laws, rules and regulations; | |
| 4. |
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 | |
| 5. |
accountability for adherence to the Code of Business Conduct and Ethics. |
21
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics.
Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles and federal and state securities laws. Any employee 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 his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. 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. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to our Americas Wind Energy Corporation, 24 Palace Arch Drive, Toronto, Ontario, Canada M9A 2S1.
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
| Item 11. | Executive Compensation |
The particulars of the compensation paid to the following persons:
our principal executive officer;
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2011 and 2010; and
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2011 and 2010,
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
22
| SUMMARY COMPENSATION TABLE | |||||||||
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
| Harold C.F. Dickout President, Chief Executive Officer, Chairman and Director |
2011 2010 |
150,000 150,000 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
150,000 150,000 |
| Frank D. Pickersgill Secretary and Director |
2011 2010 |
120,000 120,000 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
120,000 120,000 |
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share 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 share options may be granted at the discretion of our board of directors.
Stock Option Plan
On June 21, 2011 our directors approved the adoption of our 2011 Stock Option Plan which permits our company to grant up to 6,700,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company.
2010 Grants of Plan-Based Awards
No equity or non-equity awards were granted to the named executives in 2011.
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards as at July 31, 2011.
Option Exercises
During our Fiscal year ended July 31, 2011, there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
23
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no 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 the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The following table sets forth, as of October 31, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner |
Title of Class |
Amount and Nature of Beneficial Ownership |
Percentage of Class (1)(2) |
| Harold C.F. Dickout Toronto, Ontario |
Common | 1,000,000 | 2.25% |
| Class A Special | 18,107,692 | 100% | |
| Frank D. Pickersgill Secretary and Director Toronto, Ontario |
Common |
10,235,078 |
23.05% |
| Directors and Officers as a group |
Common | 11,235,078 | 25.31% |
| Class A Special | 18,107,692 | 100% | |
| Roche Capital Group SA Providenciales, Turks & Caicos |
Common |
2,500,000 |
5.63% |
| (1) |
Based on 44,396,202 shares of common stock issued and outstanding as of October 31, 2011. Except as otherwise indicated, we believe that the beneficial owners of the common shares listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
| (2) |
Based on 18,107,692 Class A special voting shares issued and outstanding as of October 18, 2010. |
24
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended July 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.
Director Independence
We currently act with two directors, consisting of Harold C.F. Dickout and Frank D. Pickersgill. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
| Item 14. | Principal Accounting Fees and Services |
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2011 and for fiscal year ended July 31, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended | ||
| July 31, 2011 $ |
July 31, 2010 $ | |
| Audit Fees | 16,722 | 48,766 |
| Audit Related Fees | Nil | Nil |
| Tax Fees | Nil | Nil |
| All Other Fees | Nil | Nil |
| Total | 16,722 | 48,766 |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
25
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
| (a) |
Financial Statements | |
| (1) |
Financial statements for our company are listed in the index under Item 8 of this document | |
| (2) |
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. | |
| (b) |
Exhibits | |
| Exhibit | |
| Number | Description |
| (3) |
Articles of Incorporation and By-laws |
| 3.1 |
Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 29, 2003) |
| 3.2 |
Bylaws (incorporated by reference from our Registration Statement on Form SB-2 Filed on October 29, 2003) |
| 3.3 |
Certificate of Amendment filed with the Nevada Secretary of State on June 19, 2006 (incorporated by reference from our Current Report on Form 8-K filed on September 11, 2006) |
| 3.4 |
Certificate of Amendment filed with the Nevada Secretary of State on October 16, 2006 (incorporated by reference from our Current Report on Form 8-K filed on October 16, 2006) |
| (4) |
Instruments defining the rights of security holders, including indentures |
| 4.1 |
2011 Stock Option Plan |
| (10) |
Material Contracts |
| 10.1 |
Sublicense Agreement dated March 5, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2009) |
| 10.2 |
GE Assignment Agreement dated March 5, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2009) |
| 10.3 |
Rural Assignment Agreement dated March 5, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2009) |
| 10.4 |
Waverly Assignment Agreement dated March 5, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2009) |
| 10.5 |
Consulting Agreement between Mr. Hal Dickout and EWT-Americas Inc. (incorporated by reference from our Quarterly Report on Form 10-Q filed on June 15, 2009) |
| 10.6 |
Consulting Agreement between Mr. Frank Pickersgill and EWT-Americas Inc. (incorporated by reference from our Quarterly Report on Form 10-Q filed on June 15, 2009) |
| (21) |
Subsidiaries of the Registrant |
| 21.1 |
6544797 Canada Ltd. |
| (31) |
Section 302 Certifications |
| 31.1* | |
| (32) |
Section 906 Certification |
26
| Exhibit | |
| Number | Description |
| 32.1* | Section 906 Certification |
| * |
Filed herewith. |
27
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 WIND ENERGY CORPORATION | |
| (Registrant) | |
| Dated: November 14, 2011 | /s/ Harold C.F. Dickout |
| Harold C.F. Dickout | |
| President, Chief Executive Officer, Chairman and | |
| Director | |
| (Principal Executive Officer, Principal Financial | |
| Officer and Principal Accounting 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.
| Dated: November 14, 2011 | /s/ Harold C.F. Dickout |
| Harold C.F. Dickout | |
| President, Chief Executive Officer, Chairman and | |
| Director | |
| (Principal Executive Officer, Principal Financial | |
| Officer and Principal Accounting Officer) | |
| Dated: November 14, 2011 | /s/ Frank D. Pickersgill |
| Frank D. Pickersgill | |
| Secretary and Director |
28