Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Alamo Energy Corp.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R3.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R4.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R6.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R5.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R2.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R9.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R1.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R7.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R14.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R16.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R12.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R11.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R15.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R10.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R13.htm
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - Alamo Energy Corp.alamoex321.htm
XML - IDEA: XBRL DOCUMENT - Alamo Energy Corp.R8.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - Alamo Energy Corp.alamoex312.htm
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - Alamo Energy Corp.alamoex322.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - Alamo Energy Corp.alamoex311.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[ X ]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended July 31, 2011
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                                  to                                 
 
Commission file number: 000-52687
 
Alamo Energy Corp.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction
of incorporation or organization)
 
98-0489669
 (IRS Employer
Identification No.)
   
10575 Katy Freeway, Suite 300, Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
 
(832) 436-1832
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes   o No
 
Indicate by check mark whether the 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). o Yes   o No
 
Indicate by check mark whether the registrant is a large accelerated file, 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
 
o
 
Accelerated filer
o
Non-accelerated filer       
 
o
(Do not check if a smaller reporting company)
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). o Yes   x No
 
As of September 14, 2011, there were 57,287,777 shares of the issuer’s $.001 par value common stock issued and outstanding.
 
 
1

 
 
 
TABLE OF CONTENTS
 
 


 


 
2

 

PART I - FINANCIAL INFORMATION
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
JULY 31, 2011 AND APRIL 30, 2011
 
ASSETS
    July 31     April 30  
    (Unaudited)        
Current assets:
           
     Cash and cash equivalents
  $ 86,056     $ 45,098  
     Accounts receivable
    96,895       107,218  
     Prepaid expenses
    -       2,585  
    Total current assets
    182,951       154,901  
                 
Oil and gas properties
               
     Proved
    1,687,538       1,435,726  
     Unproved
    3,288,898       3,288,898  
Property, plant and equipment
               
     Well machinery and equipment
    1,736,385       1,736,385  
     Furniture, fixtures and other
    274,921       274,149  
Less: accumulated depletion, depreciation and
  amortization
         
      (114,470 )     (35,449 )
    Net oil and gas properties, plant and equipment
    6,873,272       6,699,709  
                 
Goodwill
    1,394,215       1,394,215  
                 
Total assets
  $ 8,450,438     $ 8,248,825  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
     Accounts payable
  $ 114,704     $ 109,115  
     Accrued liabilities
    388,122       324,060  
    Total current liabilities
    502,826       433,175  
                 
Senior convertible promissory notes, net of discount of
  $1,358,493 and $1,300,340, respectively
    1,501,507       1,159,660  
                 
Stockholders’ Equity:
               
     Common stock, $0.001 par value, 3,000,000,000
    shares authorized, 57,232,777 and 57,232,777
    shares issued and outstanding, respectively
    57,233       57,233  
     Additional paid in capital     9,212,744       8,905,189  
     Deficit accumulated during exploration stage     (2,823,872 )     (2,306,432 )
    Total stockholders’ equity
    6,446,105       6,655,990  
                 
Total liabilities and stockholders’ equity
  $ 8,450,438     $ 8,248,825  

See accompanying notes to financial statements.
 

 
 
3

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months
Ended
July 31, 2011
   
Three Months
Ended
July 31, 2010
   
Inception
(September 1, 2009) through
July 31, 2011
 
                   
Oil and gas revenues
  $ 204,177     $ 11,361     $ 520,945  
                         
Operating costs and expenses:
                       
     Lease operating costs
    10,851       2,197       120,041  
     Production costs
    69,530       1,893       111,582  
     Depletion, depreciation and
        amortization
    79,021       4,153       114,470  
     Salaries, wages and related expense
    104,920       40,836       386,260  
     Legal and professional
    65,026       31,567       533,340  
     Other general and administrative
    74,612       16,804       496,469  
                         
    Total operating costs and expenses
    403,960       97,450       1,762,162  
                         
Loss from operations
    (199,783 )     (86,089 )     (1,241,217 )
                         
Other income (expense):
                       
     Interest expense
    (68,252 )     (21,818 )     (353,764 )
     Interest expense – debt discount
        amortization
    (249,405 )     (50,916 )     (1,245,095 )
     Other income
    -       -       16,204  
                         
    Total other income (expense)
    (317,657 )     (72,734 )     (1,582,655 )
                         
Net loss before income taxes
    (517,440 )     (158,823 )     (2,823,872 )
                         
Provision for income taxes
    -       -          
                         
Net loss
  $ (517,440 )   $ (158,823 )   $ (2,823,872 )
                         
Net loss per share – basic and diluted
  $ (0.01   $ (0.00        
                         
Weighted average shares outstanding –
      basic and diluted
    57,232,777       46,668,250          

See accompanying notes to financial statements.
 

 
 
4

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 1, 2009) THROUGH JULY 31, 2011
 
   
 
 
 
Shares *
   
 
 
 
Amount
   
 
 
Additional
Paid-In Capital
   
Deficit Accumulated During
Exploration Stage
 
 
Total Stockholders’ Equity
 
                               
Balance, September 1, 2009
    176,668,500       176,669     $ (176,669 )   $ -     $ -  
                                         
Shares issued for oil and gas properties
    10,500,000       10,500       289,500       -       300,000  
                                         
Cancellation of shares for cash and assumption of liabilities
    (138,499,980 )     (138,500 )     58,635       -       (79,865 )
                                         
Discount on convertible notes payable
    -       -       900,935       -       900,935  
                                         
Contribution of facilities rent
    -       -       2,800       -       2,800  
                                         
Net loss
    -       -       -       (502,263 )     (502,263 )
                                         
Balance, April 30, 2010
    48,668,250       48,669       1,075,201       (502,263 )     621,608  
                                         
Shares issued for acquisitions
    8,500,000       8,500       6,366,500       -       6,375,000  
                                         
Shares issued for services
    64,257       64       64,193       -       64,257  
                                         
Discount on convertible notes payable
    -       -       1,395,095       -       1,395,095  
                                         
Contribution of facilities rent
    -       -       4,200       -       4,200  
 
See accompanying notes to financial statements.
 
 
5

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 1, 2009) THROUGH JULY 31, 2011
 
   
 
 
 
Shares *
   
 
 
 
Amount
   
 
 
Additional
Paid-In Capital
   
Deficit Accumulated During
Exploration Stage
 
 
Total Stockholders’ Equity
 
                               
Net loss
    -       -       -       (1,804,169 )     (1,804,169 )
                                         
Balance, April 30, 2011
    57,232,777       57,233       8,905,189       (2,306,432 )     6,655,990  
                                         
Discount on convertible notes payable
    -       -       307,555       -       307,555  
                                         
Net loss
    -       -       -       (517,440 )     (517,440 )
                                         
Balance, July 31, 2011 (Unaudited)
    57,232,777     $ 57,233     $ 9,212,744     $ (2,823,872 )   $ 6,446,105  
                                         
* - Retroactively stated for 30-1 forward stock split.
                                       

See accompanying notes to financial statements.

 
 
6

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Three Months
Ended
July 31, 2011
   
Three Months
Ended
July 31, 2010
   
Inception
(September 1, 2009)
through
July 31, 2011
 
Cash flows from operating activities:
                 
     Net loss
  $ (517,440 )   $ (158,823 )   $ (2,823,872 )
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
                       
     Depletion, depreciation and amortization
    79,021       4,153       114,470  
     Rent contributed by officer
    -       1,050       7,000  
     Common stock issued for services
    -       -       64,256  
     Accretion of debt discount
    249,405       50,916       1,245,095  
Changes in operating assets and liabilities:
                       
     (Increase) decrease in accounts receivable
    10,323       18,034       (96,895 )
     (Increase) decrease in prepaid expenses
    2,585       (12,128 )     -  
     Increase (decrease) in accounts payable
    5,589       (2,485 )     34,839  
     Increase in accrued liabilities
    64,062       21,818       388,122  
                         
    Net cash used in operating activities
    (106,455 )     (77,465 )     (1,066,985 )
                         
Cash flows from investing activities:
                       
     Purchase of oil and gas properties
    (252,587 )     (225,927 )     (1,701,663 )
     Purchase of property and equipment
    -       -       (5,296. )
                         
    Net cash used in investing activities
    (252,587 )     (225,927 )     (1,706,959 )
                         
Cash flows from financing activities:
                       
     Proceeds from issuance of senior
    convertible notes
    400,000       175,000       2,860,000  
                         
    Net cash provided by financing activities
    400,000       175,000       2,860,000  
                         
Net increase (decrease) in cash
    40,958       (128,392 )     86,056  
                         
Cash and cash equivalents, beginning of period
    45,098       285,458       -  
                         
Cash and cash equivalents, end of period
  $ 86,056     $ 157,066     $ 86,056  
                         
Supplemental Cash Flow Information
                       
     Cash paid for:
                       
    Interest
  $ -     $ -     $ -  
    Income taxes
  $ -     $ -     $ -  
     Non-cash transactions:
                       
    Common stock issued for oil and gas
         properties
  $ -     $ -     $ 6,675,000  
 
See accompanying notes to financial statements.
 
 
 
7

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

1.
ORGANIZATION AND BASIS OF PRESENTATION

Alamo Energy Corp. is an early stage oil and gas company focused on exploration and production of oil and natural gas.
 
Alamo Energy Corp. (the "Company") was incorporated as Alamo Oil Limited, a UK corporation ("Alamo Oil") on September 1, 2009.  On November 18, 2009 (the "Closing Date"), Alamo Oil completed an Asset Purchase and Sale Agreement (the "Asset Purchase Agreement") with Green Irons Holdings Corporation ("Green Irons").  Following the closing of the Asset Purchase Agreement and pursuant to the Plan of Merger (the "Merger"), the assets of Alamo Oil were acquired by Green Irons and a wholly-owned subsidiary of Green Irons was then merged with Green Irons, and Green Irons changed its name to Alamo Energy Corp.  For accounting purposes, the Asset Purchase was treated as a reverse merger and a recapitalization of Alamo Oil.  On the Closing Date, the Company acquired various oil and gas property rights in Texas valued at $300,000 in exchange for 10,500,000 (350,000 pre-split) shares of the Company’s common stock.  Effective November 19, 2009, the Company effectuated a thirty-for-one split (the "Stock Split") of the authorized number of shares of its common stock and all of its then-issued and outstanding common stock, par value $0.001 per share.

On April 12, 2011, the Company acquired 100% of the membership interest of three (3) affiliated entities, KYTX Oil and Gas, LLC, KYTX Pipeline, LLC, and KYTX Drilling, LLC from their sole member in exchange for $400,000 in cash and 8,500,000 shares of the Company’s common stock valued at $6,375,000.  As a result, each of the entities became wholly owned subsidiaries to further exploit the oil and gas properties held by KYTX Oil and Gas, LLC consisting of 4,040 gross acres in Knox County, Kentucky and the related well equipment and gathering assets held by KYTX Pipeline, LLC and KYTX Drilling, LLC, respectively.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Alamo Energy Corp. and our wholly-owned subsidiaries from the date of acquisition April 12, 2011 through July 31, 2011.  All intercompany transactions have been eliminated.

Exploration Stage

The Company has not produced significant revenues from its principal business and is in the exploration stage company as defined by ASC 915, Development Stage Entities.

The Company is engaged in the acquisition, exploration, development and producing of oil and gas properties.  As of July 31, 2011, the Company owns a 75% working interest in oil and gas properties in Frio County, Texas, a 16% working interest in certain oil and gas leases in Adair County, Kentucky, a 50% working interest in certain leases in Ritchie County, West Virginia, and farm-in and participation rights agreements in onshore oil and gas properties in the UK.  The Company also acquired on April 12, 2011, a 100% working interest in certain oil and gas leases in Knox County, Kentucky.
 
 
8

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

1.           ORGANIZATION AND BASIS OF PRESENTATION (Continued)
 
Exploration Stage (Continued)
 
The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within the United States and other countries. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact our ability to execute our business plan.
 
As discussed in Note 4, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.
 
Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 10, Article 8, of Regulation S-X.  They do not include all information and notes required by generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2011.  In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended July 31, 2011, are not necessarily indicative of the results that may be expected for any other interim period or the entire year.  For further information, these unaudited financial statements and the related notes should be read in conjunction with our audited financial statements for the year ended April 30, 2011, included in the Company’s Annual Report on Form 10-K.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of 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 disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses.  Actual amounts could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased, to be cash equivalents.
 
 
9

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)
 
2.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Fair Value of Financial Instruments

The Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short period to maturity of these instruments.
 
Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties.
 
If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Wells and Equipment

Wells and equipment are stated at cost.  Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Depreciation of property and equipment is computed using the units of production and straight line methods over the estimated useful lives of the assets.  Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease term.
 
 
10

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Impairment of Long-Lived Assets

The Company reviews the carrying values of its long-lived and intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.

The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.  For the period ended July 31, 2011, the Company has not incurred an impairment loss on its long-lived assets.

Asset Retirement Obligation

The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in proved oil and gas properties within the Company’s balance sheets. The Company depletes the amount added to proved oil and gas property costs using the units-of-production method and the straight-line basis over the life of the assets.

The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability, if any, is allocated to operating expense using a systematic and rational method.

Revenue Recognition

Working interest, royalty and net profit interests are recognized as revenue when oil and gas are sold.  The Company records the sale of its interests in prospects generally as a reduction to the cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to a cost center.  A significant alternation would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool.  All terms of the sale are to be finalized and price readily determinable.

Basic and Diluted Earnings (Loss) Per Share
 
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive.

 
11

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Reclassifications

Certain amounts in the 2010 financial statements have been reclassified for comparative purposes to conform to the current year presentation.

3.           CONCENTRATION OF CREDIT RISK AND ECONOMIC DEPENDENCY

The Company collects its receivables on its working interests in oil and gas properties from the well operators.  As such, the Company generally has relatively few customers.  These receivables are unsecured and the Company performs ongoing credit evaluations of the well operators’ financial condition whenever necessary.  At July 31, 2011, the Company had three (3) customers that accounted for 100% of its outstanding receivables and correspondingly, its oil and gas sales.  Bad debt expense is recognized on an account-by-account review after all means of collection have been exhausted and recovery is not probable.  There has been no bad debt expense for the period ended July 31, 2011.

The Company receives certain well drilling and pipeline transportation services from its subsidiaries.

4.           GOING CONCERN

The Company is in the exploration stage, has minimal revenues and has incurred losses from operations of $2,823,872 since inception.  Due to the Company’s sustained losses, additional debt and equity financing will be required by the Company to fund its activities and to support operations.  There is no assurance that the Company will be able to obtain additional financing.  Furthermore, the Company's existence is dependent upon management's ability to develop profitable operations.  These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.
 
Management is currently devoting substantially all of its efforts to exploit its existing oil and gas properties and recover as much of the resources available.  The Company also continues to search for additional productive properties.  There can be no assurance that the Company's efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
 
 
12

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)
 
5.           ACQUISITION

On April 12, 2011, the Company acquired 100% of the membership interest of three (3) affiliated entities, KYTX Oil and Gas, LLC, KYTX Pipeline, LLC, and KYTX Drilling, LLC (the "KYTX entities") from their sole member in exchange for $400,000 in cash and 8,500,000 shares of the Company’s common stock valued at $6,375,000 and subject to certain other conditions and obligations.

The acquisition was accounted for as a purchase, with the assets acquired and liabilities assumed recorded at fair value, and the results of the KYTX entities’ operations included in our financial statements from the date of acquisition.

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values is as follows:

 
Proved oil and gas properties
  $ 1,135,725  
 
Unproved oil and gas properties
    2,204,640  
 
Other property and equipment
    2,053,741  
 
Goodwill
    1,394,215  
 
Total assets acquired
    6,788,321  
 
Liabilities assumed
    (13,321 )
 
Total purchase price
  $ 6,775,000  
 
6.           OIL AND GAS PROPERTIES

The following table presents information regarding the Company’s net costs incurred in the purchase of proved and unproved properties and in exploration and development activities:
 
     
July 31,
2011
   
April 30,
2011
 
 
Property acquisition costs:
           
 
Proved
 
$
1,687,538
   
$
1,435,726
 
 
Unproved
   
3,121,601
     
3,121,601
 
 
Exploration costs
   
128,990
     
128,990
 
 
Development costs
   
38,307
     
38,307
 
 
Totals
 
$
4,976,436
   
$
4,724,624
 
 
 
13

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

6.           OIL AND GAS PROPERTIES (Continued)
 
As of July 31, 2011 and April 30, 2011, the Company’s unproved properties consist of leasehold acquisition and exploration costs in the following geographical areas:
 
      2011  
  Kentucky   $ 2,655,629  
  West Virginia      332,625  
  Tennessee     97,500  
  Texas     35,847  
           
  Total     3,121,601  
 
The following table sets forth a summary of oil and gas property costs not being amortized as of July 31, 2011, by the year in which such costs were incurred:

 
Costs Incurred During Periods Ended
 
     
Balance
07/31/11
   
April 30,
2011
   
April 30,
2010
   
Prior
 
                           
 
Acquisition costs
 
$
2,788,976
   
$
2,788,976
   
$
303,968
   
$
-
 
 
Exploration costs
   
332,625
     
332,625
     
-
         
                                   
 
Total
 
$
3,121,601
   
$
3,121,601
   
$
303,968
   
$
-
 

The Company believes that the majority of its unproved costs will become subject to depletion within the next five to ten years, by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company explore or develop it further, or by making decisions that further exploration and development activity will not occur.
 
 
14

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

7.           PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:
 
     
July 31, 2011
   
April 30, 2011
 
               
 
Wells, machinery and equipment
  $ 1,736,385     $ 1,736,385  
 
Furniture, fixtures and office equipment
    274,921       274,149  
        2,011,306       2,010,534  
                   
 
Less: accumulated depreciation
    (84,015 )     (10,194 )
                   
      $ 1,927,291     $ 2,000,340  
 
Depreciation expense was $73,821 for the period ended July 31, 2011.

8.           SENIOR CONVERTIBLE PROMISSORY NOTES

In connection with the Asset Purchase Agreement on November 18, 2009, the Company entered into a Note and Warrant Purchase Agreement (the "First Financing Agreement") with Eurasian Capital Partners Limited ("Eurasian") pursuant to which Eurasian agreed to lend up to $2,000,000 to the Company in multiple installments in exchange for senior secured convertible promissory notes that mature November 18, 2012, together with interest at 8% per annum, convertible at any time at the option of the holder, with a conversion price of $0.50 per share (the "Conversion Feature") and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share (the "Warrants") in the amount of each installment.

As of July 31, 2011, the Company had issued all $2,000,000 in senior convertible promissory notes along with 2,000,000 in warrants pursuant to the First Financing Agreement.
 
 
15

 

ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

8.            SENIOR CONVERTIBLE PROMISSORY NOTES (Continued)

On April 12, 2011, the Company entered into an additional Note and Warrant Purchase Agreement ("Second Financing Agreement") with Eurasian pursuant to which Eurasian agreed to lend up to $2,400,000 to the Company in multiple installments in exchange for senior secured convertible promissory notes that mature April 12, 2014, together with interest at 8% per annum, convertible at any time at the option of the holder, with a conversion price of $1.00 per share (the "Conversion Feature") and five-year warrants to acquire shares of common stock at an exercise price of $1.25 per share (the "Warrants") in the amount of each installment.

As of July 31, 2011, the Company had issued $860,000 in senior convertible promissory notes along with 860,000 in warrants pursuant to the Second Financing Agreement. For the three months ended July 31, 2011, the Company issued $400,000 in connection with the Second Financing Agreement.

The assumptions used in the Black-Scholes option pricing model for the Warrants and Conversion Feature were as follows:
 
 
Risk-free interest rate
 0.25% to 0.41%
 
 
Expected volatility of common stock
 100.0%
 
 
Dividend yield
 0.00%
 
 
Expected life of warrants and conversion feature
5 years
 
 
Weighted average warrants and conversion feature
$0.65 - $1.34
 

9.            WARRANTS

Warrant Activity

A summary of warrant activity for the period ended July 31, 2011 is presented below:
 
     
Number of
Warrants
   
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contract Term
 
 
Outstanding May 1, 2011
   
2,460,000
    $
1.05
 
3.5 years
 
 
Issued
   
400,000
   
$
1.25
 
4.7 years
 
 
Exercised
   
-
     
-
     
 
Outstanding July 31, 2011
   
2,860,000
   
$
1.08
 
3.7 years
 
 
Exercisable, July 31, 2011
   
2,860,000
   
$
1.08
 
3.7 years
 
                       
 
 
16

 
 
ALAMO ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
(Unaudited)

9.           WARRANTS (Continued)

Shares Reserved for Future Issuance

The Company has reserved shares for future issuance upon conversion of convertible notes payable and warrants as follows:

 
Conversion of notes payable
4,860,000
 
 
Warrants
2,688,000
 
 
Reserved shares at July 31, 2011
7,548,000
 

10.
SUBSEQUENT EVENTS

On August 1, 2011, the Company closed a securities purchase agreement, dated July 26, 2011 (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”) and issued to the Investors an aggregate principal value of approximately $1,310,621 of original issue discount convertible debentures (the “Debentures”) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase an aggregate of 2,621,241 shares of the Company’s Common Stock (collectively, the “Warrants” and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”) at an exercise price of $1.25 for the Series A and C Warrants and $1.00 for the Series B Warrants.  These notes bear interest at the rate of 5% per annum and mature on July 29, 2013. In addition, the Company also issued warrants to purchase 91,743 shares of the Company’s Common Stock at an exercise price of $1.25 per share to its placement agent in connection with the Securities Purchase Agreement.

On August 4, 2011, the Company issued 15,000 shares of its common stock to two consultants for services provided.

On August 4, 2011, the Company issued 15,000 shares of its common stock to Leslie Derr pursuant to his employment agreement with the Company.
 
On August 12, 2011, the Company issued 25,000 shares of its common stock to Donald Sebastian pursuant to his executive employment agreement with the Company.

 
 
17

 

Forward-looking Statements.
 
This Quarterly Report of Alamo Energy Corp. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
 
Any of the factors described above, elsewhere in this report or in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended April 30, 2011, filed with the SEC on August 2, 2011, could cause our financial results, including our net income or loss or growth in net income or loss to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially.
 
Critical Accounting Policy and Estimates.   Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.  The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, our accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended July 31, 2011.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2011, together with notes thereto, as previously filed with our Annual Report on Form 10-K, and our financial statements for the period ended July 31, 2011, together with notes thereto, which are included in this report.  
 
 
18

 
Overview. Alamo Energy Corp. (“Alamo,” “We” or the “Company”), formerly Green Irons Holdings Corp. (“Green Irons”), was incorporated in the State of Nevada on March 29, 2006 as to conduct a business in the golfing industry. On November 18, 2009, we entered into an Asset Purchase and Sale Agreement (“Asset Purchase Agreement”) with Alamo Oil Limited (“Alamo Oil”), pursuant to which we acquired certain oil and gas assets from Alamo Oil (“Asset Purchase”).  The transaction contemplated under the Asset Purchase Agreement was deemed to be a reverse acquisition, where Green Irons (the legal acquirer) is considered the accounting acquiree and Alamo Oil (the legal acquiree) is considered the accounting acquirer.  Green Irons is deemed a continuation of the business of Alamo Oil, and the historical financial statements of Alamo Oil became the historical financial statements of Green Irons.

As a result of the Asset Purchase Agreement, we changed management, changed our name to Alamo Energy Corp, entered the oil and gas business, and ceased all activity in our former business.
 
Our Business.  We are an oil and gas company led by an experienced management team and focused on exploration, production and development of oil and natural gas within North America and the United Kingdom. Our business plan is to acquire oil and gas properties for exploration, appraisal and development with the intent to bring the projects to feasibility at which time we will either contract out the operations or joint venture the project with qualified interested parties.  Our main priority will be given to projects with near term cash flow potential, although consideration will be given to projects that may not be as advanced from a technical standpoint but demonstrate the potential for significant upside.

In the United States, we have focus on the Appalachian Basin with an operation base in Gray, Kentucky. We are the operator of our wells in Knox County, Kentucky.  We also own working interests in properties located in Texas and West Virginia where we are not the operator.  In the United Kingdom, we have focus on the Weald Basin in the South of England. We currently have proved reserves in the States of Texas, Kentucky and West Virginia.

Our operations in Kentucky increased substantially in April 2011, with our acquisition of all of the membership interests of KYTX Oil and Gas, LLC, KYTX Pipeline, LLC, and KYTX Drilling Company, LLC from Range Kentucky Holdings, LLC (the “KYTX Entities”) pursuant to the Membership Interest Purchase and Sale Agreement (the “Range Agreement”) with Range Kentucky Holdings, LLC, a Wyoming limited liability company (“Range”).  The KYTX Entities’ interests include: (i) 71 wells located on approximately 4,040 acres in Kentucky, all of which are held by production, (ii) a 23-mile pipeline network capable of handling up to 9,000,000 cubic feet per day and (iii) drilling equipment including one drilling rig, one service rig and additional well-servicing equipment (the “KYTX Interests”).  We intend to devote a significant portion of our operations to the development of the KYTX Interests and other assets in the southern Appalachian basin.
 
For the three months ended July 31, 2011, as compared to the three months ended July 31, 2010.

Results of Operations.

Revenues. We had oil and gas revenues of $204,177 for the three months ended July 31, 2011, as compared to oil revenues of $11,361 for the three months ended July 31, 2010.  The increase in revenues of $192,816 from the comparable period a year earlier were primarily generated from our interest in the Lozano lease in Texas, the Valentine lease in West Virginia and the KYTX leases in Kentucky. We expect the lease revenues from the Lozano, Valentine and KYTX leases will continue with further exploitation of the existing oil and gas resources and slow decline due to the natural depletion for the foreseeable future.
 
To implement our business plan during the next twelve months, we need to generate increased revenues from the KYTX properties and other interests.  Our failure to do so will hinder our ability to increase the size of our operations and to generate additional revenues.  If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations.
 
 
19

 
Operating Costs and Expenses.  For the three months ended July 31, 2011, our total operating costs and expenses were $403,960, which is comprised of lease operating costs of $10,851, production costs of $69,530, depreciation and depletion related expenses of $79,021, wage related expenses of $104,920, professional fees of $65,026 and general and administrative expenses of $74,612. By comparison, our total operating costs and expenses were $97,450 for the three months ended July 31, 2010.  The overall increase of $306,510 in total operating costs and expenses from the same three-month period in the prior year was primarily attributable to our acquisition and integration of additional oil and gas properties and the expansion of our personnel and further development of our oil and gas operations.

We expect that our future monthly operating expenses for fiscal year 2012 will be similar to our current expense levels, plus additional direct costs relating to the KYTX Interests.  We will continue to incur significant general and administrative expenses, but expect to generate increased revenues after further developing our business.
 
Operating Loss.    For the three months ended July 31, 2011, our total loss from operations was $199,783, as compared to a total loss from operations of $86,089 for the three months ended July 31, 2010. We expect that we will continue to generate operating losses for the foreseeable future as we continue to develop and exploit our existing oil and gas resources.
 
Other Expenses.    For the three months ended July 31, 2011, our total other expense was $317,657, which was comprised of interest expense of $68,252 and debt discount amortization of $249,405.  The total other expense is attributed to the interest expense and debt discount which resulted from the senior secured convertible promissory note financing. By comparison, for the three months ended July 31, 2010, our total other expense was $72,734, which was comprised of interest expense of $21,818 and debt discount amortization of $50,916.
 
Net Loss.    For the three months ended July 31, 2011, our net loss was $517,440, as compared to a net loss of $158,823 for the three months ended July 31, 2010.  We hope to generate additional revenues as we expand our projects to cover our operating costs, which will reduce our net loss in the future.  We cannot guaranty that we will be able to generate additional revenues or, if that we do generate additional revenues, that such increased revenues will reduce our net loss in future periods.
 
Financial Condition, Liquidity and Capital Resources.   We had cash of $86,056  and accounts receivable of $96,895 as of July 31, 2011, making our total current assets $182,951.  We also had $6,873,272 in net property and equipment, which consists of oil and gas properties of $4,976,436, property and equipment of $2,011,306, net of accumulated depletion, depreciation and amortization of $114,470.  In addition, we had goodwill of $1,394,215.  Therefore, our total assets as of that date were $8,450,438.

Our total liabilities were $2,004,333 as of July 31, 2011.  This was comprised of total current liabilities of $502,826, represented by accounts payable of $114,704 and accrued liabilities of $388,122.  We had total long-term liabilities of $1,501,507, represented by senior secured convertible promissory notes of $1,501,507, net of discount of $1,358,493.  We had total stockholders’ equity of $6,446,105.  We had no other liabilities and no long term commitments or contingencies as of July 31, 2011.
 
 
 
20

 
On November 18, 2009, we entered into a note and warrant purchase agreement (the “First Financing Agreement”) with Eurasian Capital Partners Limited (“Eurasian”), whereby Eurasian agreed to lend up to $2,000,000 to us in multiple installments in exchange for senior secured convertible promissory notes with a conversion price of $0.50 per share (“Notes”) and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share (“Warrants”) in the amount of each installment. The Warrants expire five years from the date of the investment.  The Notes are due on November 18, 2012, or upon default, whichever is earlier, and bear interest at the annual rate of 8%. The Notes have an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share.
 
In connection with the First Financing Agreement, we issued the following Notes and Warrants to Eurasian on the following dates:

 
Date of Note
Amount
of Note
 
Number of Warrants
 
 
November 18, 2009
  $334,905
334,905
 
 
February 5, 2010
$80,000
80,000
 
 
March 4, 2010
$300,000
300,000
 
 
March 25, 2010
  $100,000
100,000
 
 
April 15, 2010
  $250,000
250,000
 
 
July 22, 2010
  $175,000
175,000
 
 
August 12, 2010
 $ 25,000
25,000
 
 
August 18, 2010
$150,000
150,000
 
 
September 7, 2010
 $ 70,000
70,000
 
 
September 24, 2010
  $40,000
40,000
 
 
December 2, 2010
  $25,000
25,000
 
 
December 15, 2010
  $75,000
75,000
 
 
February 8, 2011
  $100,000
100,000
 
 
March 1, 2011
 $160,000
160,000
 
 
April 12, 2011
 $115,095
115,095
 
 
Total
 $2,000,000
2,000,000 
 
 
On April 12, 2011, we entered into a second Note and Warrant Purchase Agreement with Eurasian (“Second Financing Agreement”), whereby Eurasian agreed to lend up to $2,400,000 to us multiple installments in exchange for senior secured convertible promissory notes with a conversion price of $1.00 per share (“New Notes”) and five-year warrants to acquire shares of common stock at an exercise price of $1.25 per share (“New Warrants”) in the amount of each installment. The New Warrants expire five years from the date of the investment. The New Notes are due on April 12, 2014, or upon default, whichever is earlier, bears interest at the annual rate of 8%.  The New Notes have an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of our common stock at a conversion price of $1.00 per share. 
 
 
21

 
In connection with the Second Financing Agreement, we issued the following New Notes and New Warrants to Eurasian on the following dates:
 
 
Date of New Note
Amount of
New Note
 
Number of New Warrants
 
 
April 12, 2011
$410,000
410,000
 
 
May 24, 2011
$50,000
50,000
 
 
June 21, 2011
$400,000
400,000
 
 
Total
$860,000
860,000
 
 
On August 1, 2011, we closed a securities purchase agreement, dated July 26, 2011 (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”) and issued to the Investors an aggregate principal value of approximately $1,310,621 of original issue discount convertible debentures (the “Debentures”) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase an aggregate of 2,621,241 shares of our common stock (collectively, the “Warrants” and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”) at an exercise price of $1.25 for the Series A and C Warrants and $1.00 for the Series B Warrants. In addition, we also issued warrants to purchase 91,743 shares of our common stock at an exercise price of $1.25 per share to its placement agent in connection with the Securities Purchase Agreement.  We will need to make interest payments at the rate of 5% per annum on the Debentures while they are outstanding.  These notes are due July 29, 2013.

As of July 31, 2011, we had cash of $86,056. As discussed above, we received net proceeds of $1,114,000 from the sale of Debentures and Warrants in August 2011.   We may need additional cash to expand our operations, including the development of the KYTX Interests and other properties. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could differ as a result of a number of factors. In addition to generating revenues from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably.
 
We have been, and intend to continue, working toward identifying and obtaining new sources of financing. No assurances can be given that we will be successful in obtaining additional financing in the future.  Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.
 
If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts with respect to the KYTX Interests and other properties.
 
During the fiscal year ending 2012, we expect that the legal and accounting costs of being a public company will continue to impact our liquidity. We also expect to make future payments related to certain of our oil and gas projects located in Texas, Kentucky and West Virginia. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company and future payments related to certain of our oil and gas projects, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
 
We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. In the event that we expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity.  However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.
 
 
22

 
Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.
 
 
Not Applicable.
 
 
Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.

Changes in internal controls over financial reporting.   Except as specified below, there was no change during our most recently completed fiscal quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 
 
On May 1, 2011, we hired Donald Sebastian as our new Chief Financial Officer. Mr. Sebastian has over 37 years of oil and gas experience with expertise in all phases of oil and gas accounting.  We have also centralized all banking, revenue receipts, disbursements, royalty distribution and financial reporting in our Houston office under the direct control of Mr. Sebastian. 
 
PART II - OTHER INFORMATION

 
None.
 
 
Not applicable.
 
 
None.
 
 
23

 
 
None.
 
 
None.
 
 
None.
 
 
101.ins XBRL Instance Document
101.sch XBRL Taxonomy Schema Document
101.cal XBRL Taxonomy Calculation Linkbase Document
101.def XBRL Taxonomy Definition Linkbase Document
101.lab XBRL Taxonomy Label Linkbase Document
101.pre XBRL Taxonomy Presentation Linkbase Document
 
 
 
24

 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
Alamo Energy Corp.,
a Nevada corporation
 
 
       
September 14, 2011
By:
/s/ Allan Millmaker 
 
 
 
Its:
Allan Millmaker
Chief Executive Officer,
President, Director
(Principal Executive Officer)
 
 
 
 
 
September 14, 2011
By:
/s/ Donald Sebastian
 
 
 
Its:
Donald Sebastian
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
 

 
 
25