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EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - TREND TECHNOLOGY CORP | aecoexhibit31093009.htm |
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - TREND TECHNOLOGY CORP | aecoexhibit32093009.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
1
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30,
2009
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period
from _______________ to
___________________
|
Commission
File Number : 000-50978
AMERICAS ENERGY COMPANY -
AECo
(Exact
name of registrant as specified in its charter)
Nevada | 98-0343712 | |
(State or other jurisdiction of incorporation of organization) | (I.R.S. Employer Identification No.) | |
1210 - 77 Hornby Street, Vancouver, B.C., V6Z 1S4 | ||
(Address of principal executive offices) | ||
604-681-9588 | ||
(Issuer's telephone number) | ||
TREND TECHNOLOGY INCORPORATION | ||
(Former name, former address and former fiscal year, if changed since last report) |
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. [X] Yes
[ ] No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). [X] Yes [ ]
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the Definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
[ ]
Large accelerated filer [ ] Accelerated
filer [ ] Non-accelerated
filer [X] Smaller reporting company
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes [X]
No [ ]
The
number of shares outstanding of each of the issuer's classes of common equity as
of November 16, 2009:
20,504,595 shares of common
stock
1
AMERICAS
ENERGY COMPANY - AECo
Index
Page Number | ||
PART I. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Balance Sheets |
3
|
|
Statement of Operations | 4 | |
Statements of Stockholders' Equity (Deficit) | 5 | |
Statement of Cash Flows | 6 | |
Notes to Condensed Financial Statements | 7 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
Item 4T. | Controls and Procedures | 16 |
PART II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | 17 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
Item 3. | Defaults Upon Senior Securities | 17 |
Item 4. | Submission of Matters to a Vote of Security Holders | 17 |
Item 5. | Other Information | 17 |
Item 6. | Exhibits | 17 |
SIGNATURES | 18 | |
Explanatory
Note:
On
November 23, 2009, the Registrant filed its Quarterly Report on Form 10-Q for
the three month period ended September 30, 2009 (the “Form
10-Q”). The Registrant is filing this Amendment No. 1 to the Form
10-Q (“Amendment No. 1”) solely to correct a submission error in which a file
with word processing error was submitted instead of the intended file which the
registrant had corrected. The submission contained all intended disclosure and
some information clearly unrelated to the Registrant. This Amendment No. 1
completely replaces the Form 10Q
As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
new certifications of our principal executive officer and principal financial
officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, are filed as exhibits to Amendment No. 1.
Other
than as set forth above, Amendment No. 1 does not modify or update any of the
other disclosure contained in the Form 10-Q and does not reflect events
occurring after the filing of the Form 10-Q on November 23, 2009.
2
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Balance
Sheets
(Expressed
in U.S. Dollars)
(Unaudited)
September
30,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | - | $ | 805 | ||||
Prepaid
expenses
|
750 | 1,650 | ||||||
Deposit
for the Definitive Merger Agreement (Note 12)
|
600,000 | - | ||||||
Total
Current Assets
|
600,750 | 2,455 | ||||||
Total
Assets
|
$ | 600,750 | $ | 2,455 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 6,875 | $ | 9,498 | ||||
Loan
payable, related party (Note 7)
|
- | 3,968 | ||||||
Loan
payable (Note 7)
|
- | 7,935 | ||||||
Total
Current Liabilities
|
6,875 | 21,401 | ||||||
Long-Term
Debt (Note 8)
|
600,000 | - | ||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Common
Stock (Note 10)
|
||||||||
Authorized:
|
||||||||
100,000,000
shares of common stock with a par value of $0.0001
|
||||||||
Issued
and outstanding:
|
||||||||
20,504,595
shares of common stock (March 31, 2009: 20,404,600)
|
2,050 | 2,040 | ||||||
Additional
paid-in capital
|
181,972 | 156,983 | ||||||
Deficit
accumulated during the exploration stage
|
(190,147 | ) | (177,969 | ) | ||||
Total
Stockholders' Deficit
|
(6,125 | ) | (18,946 | ) | ||||
Total
Liabilities and Stockholders’ Deficit
|
$ | 600,750 | $ | 2,455 | ||||
The
accompanying notes are an integral part of these financial
statements.
3
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Statements
of Operations
(Expressed
in U.S. Dollars)
(Unaudited)
March
1, 2003
|
Three
|
Three
|
Six
|
Six
|
||||||||||||||||
(commencement
|
Months
|
Months
|
Months
|
Months
|
||||||||||||||||
of
operation) to
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
||||||||||||||||
2009
|
2009
|
2008
|
2009
|
2008
|
||||||||||||||||
|
||||||||||||||||||||
Expenses
|
||||||||||||||||||||
Bank
charges and exchange (gain) loss
|
$ | 3,401 | $ | 39 | $ | 23 | $ | (70 | ) | $ | 45 | |||||||||
Interest
expenses
|
4,845 | 4,520 | - | 4,593 | - | |||||||||||||||
Filing
and transfer agent fees
|
21,711 | 1,409 | 621 | 4,773 | 1,221 | |||||||||||||||
Office
and miscellaneous
|
24,272 | 1,872 | 12 | 3,600 | 25 | |||||||||||||||
Mineral
exploration
|
48,587 | - | - | - | - | |||||||||||||||
Professional
fees
|
99,084 | 10,694 | 2,378 | 11,476 | 7,854 | |||||||||||||||
Travel
expenses
|
441 | - | - | - | - | |||||||||||||||
Total
expenses
|
202,341 | 18,534 | 3,034 | 24,372 | 9,145 | |||||||||||||||
Other
income from loans forgiven
|
12,194 | - | - | 12,194 | - | |||||||||||||||
Net
loss for the period
|
$ | (190,147 | ) | $ | (18,534 | ) | $ | (3,034 | ) | $ | (12,178 | ) | $ | (9,145 | ) | |||||
Loss
per shares - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted
average number of shares
|
||||||||||||||||||||
outstanding
- basic and diluted
|
20,504,595 | 20,404,600 | 20,465,799 | 20,404,600 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
4
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Statements
of Stockholders' Equity (Deficit)
Period
from March 1, 2003 (commencement of operations) to September 30,
2009
(Expressed
in U.S. Dollars)
(Unaudited)
Deficit
|
||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||
Additional
|
during
the
|
stockholders'
|
||||||||||||||||||
Common
stock
|
paid-in
|
exploration
|
equity
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
(deficit)
|
||||||||||||||||
Issuance
of common stock for cash at $0.01 per share
|
19,804,600 | $ | 1,980 | $ | 97,043 | $ | - | $ | 99,023 | |||||||||||
Net
loss and comprehensive loss for the period
|
- | - | - | (7,433 | ) | (7,433 | ) | |||||||||||||
Balance,
March 31, 2004
|
19,804,600 | 1,980 | 97,043 | (7,433 | ) | 91,590 | ||||||||||||||
Net
loss and comprehensive loss for the year
|
- | - | - | (32,493 | ) | (32,493 | ) | |||||||||||||
Balance,
March 31, 2005
|
19,804,600 | 1,980 | 97,043 | (39,926 | ) | 59,097 | ||||||||||||||
Issuance
of common stock for cash at $0.20 per share
|
600,000 | 60 | 59,940 | - | 60,000 | |||||||||||||||
Net
loss and comprehensive loss for the year
|
- | - | - | (38,944 | ) | (38,944 | ) | |||||||||||||
Balance,
March 31, 2006
|
20,404,600 | 2,040 | 156,983 | (78,870 | ) | 80,153 | ||||||||||||||
Net
loss and comprehensive loss for the year
|
- | - | - | (38,243 | ) | (38,243 | ) | |||||||||||||
Balance,
March 31, 2007
|
20,404,600 | 2,040 | 156,983 | (117,113 | ) | 41,910 | ||||||||||||||
Net
loss and comprehensive loss for the year
|
- | - | - | (33,273 | ) | (33,273 | ) | |||||||||||||
Balance,
March 31, 2008
|
20,404,600 | 2,040 | 156,983 | (150,386 | ) | 8,637 | ||||||||||||||
Net
loss and comprehensive loss for the year
|
- | - | - | (27,583 | ) | (27,583 | ) | |||||||||||||
Balance,
March 31, 2009
|
20,404,600 | 2,040 | 156,983 | (177,969 | ) | (18,946 | ) | |||||||||||||
Issuance
of common stock for cash at $0.25 per share
|
99,995 | 10 | 24,989 | - | 24,999 | |||||||||||||||
Net
loss and comprehensive loss for the period
|
- | - | - | (12,178 | ) | (12,178 | ) | |||||||||||||
Balance,
September 30, 2009
|
20,504,595 | $ | 2,050 | $ | 181,972 | $ | (190,147 | ) | $ | (6,125 | ) |
The
accompanying notes are an integral part of these financial
statements.
5
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Statements
of Cash Flows
(Expressed
in U.S. Dollars)
(Unaudited)
March
1, 2003
|
Six
|
Six
|
||||||||||
(commencement
|
Months
|
Months
|
||||||||||
of
operation) to
|
Ended
|
Ended
|
||||||||||
September
30,
|
September
30,
|
September
30,
|
||||||||||
2009
|
2009
|
2008
|
||||||||||
Cash
flows used in operating activities
|
||||||||||||
Net
loss for the period
|
$ | (190,147 | ) | $ | (12,178 | ) | $ | (9,145 | ) | |||
Forgiveness
of loans and interest payable
|
(12,194 | ) | (12,194 | ) | - | |||||||
Adjustments
to reconcile net income (loss)
to net cash
|
||||||||||||
used
in operating activities :
|
||||||||||||
Prepaid
expenses
|
(750 | ) | 900 | 1,050 | ||||||||
Accounts
payable and accrued expenses
|
7,166 | (2,332 | ) | (5,067 | ) | |||||||
Net
cash flows used in operating activities
|
(195,925 | ) | (25,804 | ) | (13,162 | ) | ||||||
Cash
flows from financing activities
|
||||||||||||
Proceeds
from issuance of common stock
|
184,022 | 24,999 | - | |||||||||
Loan
proceeds
|
611,903 | 600,000 | - | |||||||||
Net
cash flows provided by financing activities
|
795,925 | 624,999 | - | |||||||||
Cash
flows used in investing activities
|
||||||||||||
Advance
to related party
|
(600,000 | ) | (600,000 | ) | - | |||||||
Net
cash flows used in investing activities
|
(600,000 | ) | (600,000 | ) | - | |||||||
Decrease
in cash during the period
|
- | (805 | ) | (13,162 | ) | |||||||
Cash,
beginning of period
|
- | 805 | 13,487 | |||||||||
Cash,
end of period
|
$ | - | $ | - | $ | 325 | ||||||
Supplemental
cash flow information
|
||||||||||||
Interest
paid in cash
|
$ | 4 | $ | - | $ | - | ||||||
Income
taxes paid in cash
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
6
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
1.
Nature of Operations
Americas
Energy Company-Aeco (previously known as Trend Technology Corporation) (the
“Company”) was formed on February 16, 2001 under the laws of the State of Nevada
and commenced operations on March 1, 2003. It is engaged in the
acquisition and exploration of mineral properties. The Company has an
office in California, United States. The Company had no operations before March
1, 2003.
On
October 14, 2009, the name of the Company was changed to Americas Energy
Company-Aeco in accordance with a Definitive Merger Agreement (see Note
12).
2.
Basis of Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with the instruction from Form 10-Q pursuant to the rules and regulations of the
Securities and Exchange Commission and, therefore, do not include all
information and notes normally provided in the audited financial statements and
should be read in conjunction with the Company’s audited financial statements
for fiscal year ended March 31, 2009 filed with the United States Securities and
Exchange Commission. The result of operations for the interim periods presented
is not necessarily indicative of the results to be expected for the full
year.
The
accompanying unaudited interim balance sheets, statements of operations,
stockholders’ equity (deficit), and cash flows reflected all adjustments,
consisting of normal recurring adjustments, that are, in the opinion of
management, necessary for a fair presentation of the financial position of the
Company, at September 30, 2009, and the results of operations and cash flows for
the three and six months ended September 30, 2009, and for the period from March
1, 2003 (Date of Commencement) to September 30, 2009.
3.
Going Concern Matters
In view
of certain conditions, the ability of the Company to continue as a going concern
is in substantial doubt and dependent upon achieving a profitable level of
operations and on the ability of the Company to obtain necessary financing to
fund ongoing operations. Management believes that its current and future plans
enable it to continue as a going concern. Management plans to continue to seek
other sources of debt and equity financing on favorable terms and expects to
keep its operating costs to a minimum until cash is available through financing
or operating activities. There are no assurances that the Company will be
successful in achieving these goals. The Company has not generated cash from
operations yet and has an accumulated deficit of $190,147 at September 30, 2009.
These financial statements do not give effect to any adjustments which would be
necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and discharge its liabilities in
other than the normal course of business and at amounts different from those
reflected in the accompanying financial statements.
7
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
4.
Recent Accounting Pronouncements
New
accounting pronouncement recently adopted:
(a) Loss
per share
On April
1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”)
issued FASB Staff Position No. EITF 03-6-1 (“FSP EITF 03-6-1”), Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating
Securities. FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting and affects entities that accrue cash dividends on share-based
payment awards during the awards’ service period when the dividends do not need
to be returned if the employees forfeit the awards. FSP EITF 03-6-1 states
that all outstanding unvested share-based payment awards that contain rights to
nonforfeitable dividends participate in undistributed earnings with common
shareholders and, therefore, need to be included in the earnings allocation in
computing earnings per share under the two-class method. The adoption of
FSP EITF 03-6-1 does not have a material impact on the Company’s financial
statements.
(b) Fair
value of financial instruments
On April
1, 2009, the Company adopted SFAS No. 157, Fair Value Measurements
(“SFAS No. 157”), which defines fair value, establishes a framework for
measuring fair value in GAAP, and expands disclosures about fair value
measurements. SFAS No. 157 does not require any new fair value measurements, but
provides guidance on how to measure fair value by providing a fair value
hierarchy used to classify the source of the information. The fair value
hierarchy distinguishes between assumptions based on market data (observable
inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy
consists of three levels:
|
· Level one –
Quoted market prices in active markets for identical assets or
liabilities;
|
|
· Level two –
Inputs other than level one inputs that are either directly or indirectly
observable; and
|
|
· Level three –
Unobservable inputs developed using estimates and assumptions, which are
developed by the reporting entity and reflect those assumptions that a
market participant would use.
|
The
adoption of SFAS 157 has no material effect on the Company’s financial position
or results of operations. The book values of cash and cash equivalents, accounts
and note payable approximate their respective fair values due to the short-term
nature of these instruments. The Company has no assets or liabilities that are
measured at fair value on a recurring basis. There were no assets or liabilities
measured at fair value on a non-recurring basis during the period ended
September 30, 2009.
8
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
4.
Recent Accounting Pronouncements – Continued
Recent
Issued Accounting Pronouncements
(i)
Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
that Arise from Contingencies
In April
2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies” which amends and clarifies FASB Statement No. 141
(revised 2007), “Business
Combinations”, to address application issues on initial and subsequent
recognition and measurement arising from contingencies in a business
combination. SFAS 141(R)-1 is effective for assets or liabilities
arising from contingencies in business combinations beginning with the first
annual period on or after December 15, 2008. The adoption of SFAS
141(R)-1 did not have an impact on the Company’s financial
statements.
(ii)
Consolidation of Variable Interest Entities
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R)” (“SFAS 167”). SFAS 167 amends certain requirements of
FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest
Entities”, to improve financial reporting by enterprises involved with
variable interest entities and to provide more relevant and reliable information
to users of financial statements. This Statement is effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter.
Earlier application is prohibited. The Company is currently assessing the impact
of the adoption of SFAS 167 on the Company’s financial condition, results of
operations and cash flows.
(iii)
Fair Value Measurements and Disclosures
In August
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05 which
provides additional guidance on how companies should measure liabilities at fair
value and confirmed practices that have evolved when measuring fair value such
as the use of quoted prices for a liability when traded as an asset. While
reaffirming the existing definition of fair value, the ASU reintroduces the
concept of entry value into the determination of fair value. Entry value is the
amount an entity would receive to enter into an identical liability. Under the
new guidance, the fair value of a liability is not adjusted to reflect the
impact of contractual restrictions that prevent its transfer. The effective date
of this ASU is the first reporting period (including interim periods) after
August 26, 2009. Early application is permitted for financial statements
for earlier periods that have not yet been issued. The adoption of this new
standard is not expected to have a material impact on the financial
statements.
9
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
4.
Recent Accounting Pronouncements – Continued
Recent
Issued Accounting Pronouncements - Continued
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the Company’s financial statements
upon adoption.
5.
Earnings per share
Basic
earnings or loss per share is based on the weighted average number of shares
outstanding during the period of the financial statements. Diluted
earnings or loss per share are based on the weighted average number of common
shares outstanding and dilutive common stock equivalents. All per share and per
share information are adjusted retroactively to reflect stock splits and changes
in par value, when applicable. There are no outstanding stock options or
warrants at September 30, 2009.
6.
Mineral Properties and Exploration
On April
23, 2004, the Company purchased the Rain #1 to Rain #20 (tenure number 407912 to
407931) mineral claims located in the Similkameen Mining Division, British
Columbia, Canada, collectively known as Copper Prince Property, for a nominal
amount from an officer of the Company.
As of
December 31, 2006, the Company completed the phase one program of prospecting
and geological mapping of the mineral claims and phase two program of
geophysical surveying of the mineral claims.
On
November 1, 2005, the Company acquired the Dalvenie Property located near Dease
Lake, British Columbia which was comprised of 72 claims units covering
approximately 4,446 acres through the Vice President of Exploration for a
nominal amount of consideration. The Company completed a phase one
exploration program on the property.
Having
completed preliminary exploration on both the Copper Prince and Dalvenie
Properties without significantly encouraging results, the Company has let its
claims lapse and is seeking additional exploration financing and
properties.
10
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
6.
Mineral Properties and Exploration – Continued
March
1, 2003
|
||||||||||||||||||||
(Commencement
|
Three
months ended
|
Six
months ended
|
||||||||||||||||||
of
operation) to
|
September
30,
|
September
30,
|
||||||||||||||||||
September
30, 2009
|
2009
|
2008
|
2009
|
2008
|
||||||||||||||||
Mineral
Exploration Expenses:
|
||||||||||||||||||||
(a)
Copper Prince Property
|
||||||||||||||||||||
Consulting
|
$ | 23,000 | $ | - | $ | - | $ | - | $ | - | ||||||||||
Geochemical
survey
|
2,700 | - | - | - | - | |||||||||||||||
Geophysical
survey
|
4,237 | - | - | - | - | |||||||||||||||
Travel
|
6,800 | - | - | - | - | |||||||||||||||
$ | 36,737 | $ | - | $ | - | $ | - | $ | - | |||||||||||
(b)
Dalvenie Property
|
||||||||||||||||||||
Acquisition
cost
|
$ | 1,800 | $ | - | $ | - | $ | - | $ | - | ||||||||||
Assay
fees
|
1,000 | - | - | - | - | |||||||||||||||
Consulting
|
5,050 | - | - | - | - | |||||||||||||||
Legal
and regulatory
|
1,000 | - | - | - | - | |||||||||||||||
Travel
|
3,000 | - | - | - | - | |||||||||||||||
$ | 11,850 | $ | - | $ | - | $ | - | $ | - | |||||||||||
Total
|
$ | 48,587 | $ | - | $ | - | $ | - | $ | - |
11
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
7.
Loans payable
At March
31, 2009, the Company received operating loans of CAD$5,000 ($3,968) and
CAD$10,000 ($7,935) from a shareholder and a third party company respectively.
Both loans bore annual interest at 5% and were due on demand. On May 11,
2009, both loans and the accrued interest due were forgiven for no consideration
paid by the Company. As a result, $12,194 has been recognized as “Other
income” in these financial statements.
8.
Long-term debt
During
the quarter ended September 30, 2009, the Company received two loans from a
third party totaling $600,000 for the payments pursuant to the Definitive Merger
Agreement (“Agreement”) (see Note 12) both bearing interest at 5% per annum. The
loans are secured by all of the assets of the Company. The first loan of
$200,000 is due in full with all accrued interest on July 2, 2012. The second
loan of $400,000 is due in full with all accrued interest on August 25, 2012.
Total interest accrued up to September 30, 2009 on both loans was $4,521 which
is included in accounts payable and accrued expenses.
9.
Related Party Transactions
See Note
7.
At
September 30, 2009, $50 was due to an officer on expenses incurred for
exploration work in 2006.
Certain
directors and officers of the Company provide services to the Company and
receive nominal compensation for their services.
The
related party transactions are recorded at the exchange amount established and
agreed to between the related parties.
10.
Share Capital
On
September 26, 2007, the Company completed a forward common stock split of 2 new
shares for 1 outstanding old share. The financial statements have been
retroactively restated to reflect the split.
11.
Segmented Information
The
Company’s business is considered as operating in one segment based upon the
Company’s organizational structure, the way in which the operation is managed
and evaluated, the availability of separate financial results and materiality
considerations.
12
AMERICAS
ENERGY COMPANY-Aeco
(Previously
known as Trend Technology Corporation)
(An
exploration stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
(Unaudited)
September
30, 2009
12.
Commitment
The
Company entered into a Binding Letter of Intent with Americas Energy Company
based out of Knoxville, Tennessee (“AECo-Tennessee”), on July 3, 2009. The
letter of intent ("LOI") sets forth the understanding, which was reached between
AECo-Tennessee, a Nevada Corporation, and the Company concerning the acquisition
of AECo-Tennessee by the Company. After the signing of the LOI, the Company paid
$200,000 in cash to AECo-Tennessee. The LOI was replaced by a Definitive Merger
Agreement (“Agreement”) on August 21, 2009 (the “Agreement).
The
Merger shall become effective at the time and date that the certificate of
merger of each of AECo-Tennessee and the Company (the “Certificate of Merger”),
in form and substance acceptable to the Parties, is accepted for filing by the
Secretary of State of the State of Nevada in accordance with the provisions
related thereto. The date and time when the Merger becomes effective are the
“Effective Time.”
At the
Effective Time, AECo-Tennessee shall be merged with and into the Company for
cash consideration of $800,000. The Company shall be the surviving entity in the
Merger (the “surviving entity”) and shall continue its corporate existence under
the laws of the State of Nevada, and shall immediately effect a name change. All
properties, franchises and rights belonging to the Company and AECo-Tennessee,
by virtue of the Merger and without further act or deed, shall be vested in the
surviving entity, which shall thenceforth be responsible for all the liabilities
and obligations of each of AECo-Tennessee and the Company.
Upon
completion of the business combination, the Company’s assets shall be sold to an
assignee named by a law firm at the closing for the sum of one
dollar.
At the
Effective Time, all assets of AECo-Tennessee Common Stock outstanding
immediately before the Effective Time shall be converted, by virtue of the
Merger, into 17,000,000 shares of the Company Common Stock (the “Merger
Shares”). It was agreed that upon closing the Company will have 32,000,000
shares issued and outstanding, with 1,000,000 shares held in escrow to be issued
against the drawdown of funds and option to purchase additional shares as
described in the next paragraph. These options shall exist for a period of 2
years.
As of the
Effective Date after giving effect to the Merger, the shares in escrow shall be
priced at $1.00 per share. When the shares are purchased, restricted shares
shall be released from the escrow.
13.
Subsequent Event
On
October 6, 2009, an additional loan of $250,000 was received from the same third
party as the Company’s previous loans (Note 8). The same amount was advanced to
AEC according to the Agreement (Note 12). The loan is secured by all of the
assets of the company, bears interest at 5% per annum and is due in full with
all accrued interest on October 6, 2012.
Subsequent
events have been considered through November 20, 2009, the date these financial
statements were filed with the SEC.
13
Americas
Energy Company – Aeco
Item
2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
The
following Plan of Operation contains forward-looking statements that involve
risks and uncertainties, as described below. Americas Energy Company
(previously known as Trend Technology Corporation) (the “Company”, “we”, “us” or
“our”) actual results could differ materially from those anticipated in these
forward-looking statements. The following discussion should be read
in conjunction with the unaudited financial statements and notes thereto and the
Plan of Operation included in this quarterly report on Form 10-Q for the quarter
ended September 30, 2009.
Our
unaudited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
Forward-Looking
Statements
This
quarterly report contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled "Risk Factors", that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
General
Overview
During
the period June to December, 2003, we obtained stock subscriptions for 9,902,300
shares at $0.01 per share under Regulation S and Rule 506 of Regulation D to
raise proceeds of $99,023. This financing activity was done
concurrently with our start up exploration activities. The proceeds
obtained from our initial financing allowed us to complete the first two phases
of our exploration program on the Copper Prince property. In October,
2005, we raised additional proceeds of $60,000 through a Regulation S private
placement of 300,000 shares at $0.20 per share. These proceeds
allowed us to complete a phase one work program on our Dalvenie
Property.
We do not
expect any significant changes in the number of our employees over the next 12
months. Our current management team will satisfy our requirements for
the foreseeable future. Our Vice President of Exploration, Mr. Gerry
Diakow, spends approximately 10 hours per month on our Company's affairs when he
is not involved in field operations. When Mr. Diakow is involved in
field operations, he may spend up to 50 hours per month on our Company's
affairs. Our President, C.E.O. and C.F.O., Mr. Leonard MacMillan
spends approximately five hours per month on our Company's affairs.
To date,
we have completed three milestones in the execution of our business
plan. The first milestone was the successful raising of start up
financing in the amount of $99,023. In October, 2005, we raised an
additional $60,000 through a private placement offering of 300,000 shares at
$0.20 per share. We also consider this offering to be part of the
financing milestone in the execution of our business plan. The second
milestone was the completion of two phases of exploration on our Copper Prince
Property. This property did not warrant further exploration and we
have allowed the claims to lapse. The third milestone was the
completion of phase one exploration work on the Dalvenie Property but results
did not warrant further exploration and we have let these claims
lapse.
In June,
2009, we raised proceeds of $24,998.70 through a Regulation S private placement
of 99,995 common shares at $0.25 per share. These proceeds are being
used for working capital.
14
Americas
Energy Company – Aeco
The
company entered into a Definitive Merger Agreement – signed August 26, 2009 and
dated as of August 21, 2009 (the “Agreement”), among Trend Technology Corp., a
Nevada Corporation (“TRET”), and Americas Energy Company (“AEC”),
a Nevada Corporation.
Merger; Surviving
Entity
In
accordance with and subject to the provisions of the Agreement and the Nevada
Corporations Code (“NCC”), at the Effective Time AEC shall be merged with and
into TRET (the “Merger”), and TRET shall be the surviving entity in the Merger
(the “surviving entity”) and shall continue its corporate existence under the
laws of the State of Nevada, and shall immediately effect a name
change. At the Effective Time, the separate existence of TRET shall
cease. All properties, franchises and rights belonging to TRET and
AEC, by virtue of the Merger and without further act or deed, shall be vested in
the surviving entity, which shall thenceforth be responsible for all the
liabilities and obligations of each of AEC and TRET.
TRET
Current Assets
Upon
completion of the business combination, TRET’s assets as of today’s date shall
be sold to an assign named by Lanham & Lanham, LLC at the closing for the
sum of one dollar ($1.00). AEC hereby agrees to cooperate in taking the
necessary steps to transfer the right, title and interest in the assets of TRET
to the assigned.
Cash
Consideration due AEC
The
parties have agreed to cash consideration of eight-hundred thousand US dollars
($800,000) will be disbursed in accordance with the following
schedule:
Tranche 1
- $400,000: Upon the signing of the Definitive Agreement. AEC shall provide
bank-wiring instructions.
Tranche 2
- $400,000: Filing the Super 8K with the Securities and Exchange Commission
announcing the closing of this business combination. Closing of the
business combination – the “Effective Time” to AEC for all licenses, rights and
properties included and limited to AEC Assets to be transferred to
TRET.
Equity
Consideration due AEC shareholders.
Conversion
of Common Stock - At the Effective Time, all assets of AEC Common Stock
outstanding immediately before the Effective Time shall be converted, by virtue
of the Merger, into Seventeen million (17,000,000) shares of TRET Common Stock
(the “Merger Shares”). It is hereby agreed that upon closing the TRET will have
thirty-two million (32,000,000) shares issued and outstanding. With
one million (1,000,000) shares held in escrow to be issued against the drawdown
of funds and option to purchase additional shares as described herein paragraph
(a) below. These options shall exist for a period of two (2)
years.
(a)
|
as
of the Effective Date after giving effect to the Merger - The shares in
escrow shall be priced at one dollar ($1.00) per share. As shares are
purchased, restricted shares shall be released from the
escrow.
|
During
the quarter June to September 30, 2009 the Company signed two promissory notes
at $200,000 US and $400,000 US. The notes are at 5% interest per
annum and are due in 2012 although both may be repaid at anytime without
penalty. The funds are being utilized to complete the acquisition of
Americas Energy Company based out of Knoxville, Tennessee (“AECo –
Tennessee”). AECo – Tennessee is a consolidator of high quality
energy properties. AECo - Tennessee currently operates projects in
both Kentucky and Tennessee. The funds will be utilized to bring
selected projects to production.
On
October 6, 2009, an additional loan of $250,000 was received from the same third
party as the Company’s previous loans (Note 8). The same amount was advanced to
AEC according to the Agreement (Note 12). The loan is secured by all of the
assets of the company, bears interest at 5% per annum and is due in full with
all accrued interest on October 6, 2012.
Management
believes that the business combination between the Company and AECo – Tennessee
will expand the Company’s holdings and bring value to its
shares. Although Management believes that in the short term the
shareholders will be diluted, in the long term, the opportunity to increase its
operations to the coal industry, especially in the United States, will
ultimately benefit the Company and its shareholders.
15
Americas
Energy Company – Aeco
Item
3. Quantitative
and Qualitative Disclosures About Market Risk
As a
“smaller reporting company”, we are not required to provide the information
required by this Item.
Item
4T. Controls and Procedures
(a) Evaluation of disclosure controls and
procedures.
As
required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this report, being September 30, 2009, we have carried out an
evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out
under the supervision and with the participation of our management, including
our president and chief executive officer. Based upon that
evaluation, our president and chief executive officer concluded that our
disclosure controls and procedures were not effective as of September 30, 2009
because we identified material weaknesses in our internal control over financial
reporting as described below. There have been no changes in our
internal controls over financial reporting that occurred during our most recent
fiscal quarter that have affected, or are reasonably likely to affect our
internal controls over financial reporting.
Despite
the fact that all financial transactions are personally reviewed by our C.F.O.,
there are not enough independent employees or members of management to provide
third party oversight and review of our C.F.O.’s activities. Due to
the pending merger management anticipates the number of financial transactions
on a monthly and annual basis to increase significantly. The number
of individuals available to provide management oversight and reviews will
increase accordingly. We expect improvements in our internal control over
financial reporting to begin immediately upon completion of the
merger. The completion of the merger is anticipated to be within the
next 60 days.
Our
company currently maintains a board of directors consisting of only one
member. This small board of directors is inadequate for providing
independent oversight of our management team and does not allow us to staff
important board of director committees such as an independent audit
committee. Given that our company has limited cash reserves, it is
unlikely that we will be able to attract additional qualified members for our
board of directors. This is a material weakness in our internal
control over financial reporting. Additionally, to date, we do not
have a designated financial expert and we do not have an established
whistleblower program. These are also material weaknesses in our
internal control over financial reporting.
(b) Changes in Internal
Controls
There
were no changes in the Company’s internal controls or other factors that could
affect the Company’s internal controls subsequent to the date of their
evaluation.
16
Americas
Energy Company – Aeco
Part
II. OTHER
INFORMATION
Item
1. Legal
Proceedings
We know
of no material, existing or pending legal proceedings against our Company, nor
are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.
Item
1A. Risk Factors
As a
“smaller reporting company”, we are not required to provide the information
required by this Item.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
None, for
the three month period ended September 30, 2009
Item
3. Defaults
Upon Senior Securities
None, for
the three month period ended September 30, 2009
Item
4. Submission
of Matters to a Vote of Security Holders
None, for the three
month period ended September 30, 2009
Item
5. Other
Information
None
17
Americas
Energy Company – Aeco
Item
6. Exhibits
Americas
Energy Company – Aeco, includes by reference the following
exhibits:
|
10.1
|
Definitive
Merger Agreement – signed August 26, 2009 and dated as of August 21, 2009
(the “Agreement”), among Trend Technology Corp., a Nevada Corporation
(“TRET”), and Americas Energy Company (“AEC”), a Nevada
Corporation filed as exhibit 10.2 with the registrant’s Current
Report on Form 8-K/A; filed with the Securities and Exchange Commission on
September 3, 2009.
|
Americas
Energy Company – Aeco, includes herewith the following exhibits:
31.1
32.1
|
Certification of
Principal Executive Officer and Principal Financial Officer (Rule
13a-14(a)/15d-14(a))
Certification of Principal Executive Officer and Principal Financial
Officer (18 U.S.C. 1350)
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Americas Energy Company - Aeco | |||
November
23, 2009
|
By:
|
/s/ Leonard MacMillan | |
Leonard MacMillan | |||
President, CEO and Director, Principal Executive Officer, | |||
Principal Accounting Officer |
18