Sovereign Lithium, Inc. - FORM 10-Q

Attached files

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EX-32.1 - CERTIFICATION - Sovereign Lithium, Inc.	srbl_ex32.htm
EX-31.1 - CERTIFICATION - Sovereign Lithium, Inc.	srbl_ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - Sovereign Lithium, Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2012

o REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission file number: 333-142516

Great American Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-142516	20-8602410
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

999 18th Street, Suite 3000

Denver, Colorado 80202

(Address of Principal Executive Offices)

(303) 952-0455

(Issuer Telephone number)

Check whether the issuer (1) 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. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller Reporting Company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of November 14, 2012, there were 88,833,334 shares issued and outstanding of the registrant’s common stock.

INDEX

PART I — FINANCIAL INFORMATION

Item 1.	Condensed Unaudited Financial Statements	3

Item 2.	Management’s Discussion and Analysis or Plan of Operation.	4

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	8

Item 4.	Controls and Procedures.	8

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings.	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	9

Item 3.	Defaults Upon Senior Securities.	9

Item 4.	Mine Safety Disclosures	9

Item 5.	Other Information.	9

Item 6.	Exhibits.	10

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	PAGE

Condensed Balance Sheets as of September 30, 2012(unaudited) and December 31, 2011		F-1

Condensed Statements of Operations for the nine and three months ended September 30, 2012 and 2011 and the period from June 29, 2012, entrance into exploration stage, to September 30, 2012 (unaudited)		F-2

Condensed Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 and the period from June 29, 2012, entrance into exploration stage, to September 30, 2012 (unaudited)		F-3

Notes to Condensed Financial Statements (unaudited)		F-4

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

AN EXPLORATION STAGE COMPANY

CONDENSED BALANCE SHEETS

	Unaudited
	September 30,			December 31,
	2012			2011
ASSETS
CURRENT ASSETS
Cash	$	5,904		$	-
Total current assets		5,904			-

OTHER ASSETS
Mineral options		345,000			-

TOTAL ASSETS	$	350,904		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	51,067		$	-
Accounts payable – related party		7,500
Discontinued operations - liabilities held for sale		-		$	31,025
Total current liabilities		58,567			31,025

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.000001 par value, 20,000,000 authorized, none issued and outstanding
Common stock, $0.000001 par value, 1,000,000,000 shares authorized, 88,277,778 issued and outstanding at September 30, 2012 and 88,000,000 issued and outstanding at December 31, 2011, respectively		88			88
Stock payable		250,000			-
Additional paid in capital		1,172,010			743,372
Deficit accumulated during exploration stage		(167,177	)		-
Accumulated earnings (deficit)		(962,584	)		(774,485	)
Total stockholders' equity (deficit)		292,337			(31,025	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	350,904		$	-

The accompanying notes are an integral part of these condensed financial statements.

F-1

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

AN EXPLORATION STAGE COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30,						Three Months Ended September 30,						Period From June 29, 2012, EntranceInto Exploration Stage, To September 30,
	2012			2011			2012			2011			2012

REVENUE	$	-		$	-		$	-		$	-		$	-

COST OF REVENUES		-			-			-			-			-

OPERATING EXPENSES
Officers compensation		47,500			-			33,500			-			33,500
Exploration and evaluation		55,480						55,480						55,480
General and administrative		171,978			-			78,197			-			78,197
Total operating expenses		274,958			-			167,177			-			167,177

NET LOSS FROM CONTINUING OPERATIONS		(274,958	)		-			(167,177	)		-			(167,177	)


DISCONTINUED OPERATIONS
Income (loss) from operations of discontinued Uptone Pictures, Inc.		(80,318	)		(57,627	)		-			(52,190	)		-

NET LOSS	$	(355,276	)	$	(57,627	)	$	(167,177	)	$	(52,190	)	$	(167,177	)

BASIC AND DILUTED EARNINGS PER SHARE - CONTINUING OPERATIONS	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

BASIC AND DILUTED EARNINGS PER SHARE - DISCONTINUED OPERATIONS	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		88,045,620			95,566,667			88,135,870			95,566,667

The accompanying notes are an integral part of these condensed financial statements.

F-2

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

AN EXPLORATION STAGE COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

							Period From June 29, 2012,
							Entrance Into
	Nine Months Ended						Exploration Stage, To
	September 30, 2012			September 30, 2011			September 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(274,958	)	$	—		$	(167,177	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase in accounts payable		51,067			—			51,067
Increase in accounts payable – related party		7,500			—			7,500
Net cash used in operating activities		(216,391	)		—			(108,610	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash surrendered on deconsolidation		(1,988	)		—			—
Cash paid for mineral options		(345,000	)		—			(195,000	)
Net cash used in investing activities		(346,988	)		—			(195,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		500,000			—			250,000
Contributed capital		125,403			30,550			—
Net cash provided by financing activities		625,403			30,550			250,000

CASH FLOWS USED IN DISCONTINUED OPERATIONS		(56,120	)		(29,204	)		—

NET INCREASE (DECREASE) IN CASH		5,904			1,346			(53,610	)
CASH – BEGINNING OF PERIOD		—			506			59,514

CASH – END OF PERIOD	$	5,904		$	1,852		$	5,904

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid in cash	$	—		$	—		$	—
Income taxes paid in cash	$	—		$	—		$	—

The accompanying notes are an integral part of these condensed financial statements.

F-3

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Great American Energy, Inc. (formerly Southern Bella, Inc.) (“Great American”, “Southern Bella”, the “Company” or the “Registrant”) was incorporated in Delaware on February 22, 2007.

Uptone Pictures, Inc. (“Uptone”) was incorporated in North Carolina on March 27, 2006. Uptone is an entertainment company, which specializes in the creation, production and distribution of content.

On December 17, 2010 (the “Closing”), Southern Bella, Inc., closed a reverse take-over transaction by which it acquired Uptone. Pursuant to a Share Exchange Agreement (the “Exchange Agreement”) between the Registrant and Uptone, Viola J. Heitz, shareholder of Southern Bella, and Wendi Davis, sole shareholder of Uptone, the Registrant acquired 100% of Uptone’s issued and outstanding common stock.

On May 13, 2011, Southern Bella entered into a Subsidiary Put Option Agreement (the “Put Option Agreement”) with Wendi and Michael Davis (the “Purchasers”). As of May 13, 2011, the Purchasers were members of Southern Bella’s Board of Directors (the “Board”). On such date, the Purchasers were the beneficial holders of 8,166,667 shares of Southern Bella’s common stock, par value $0.000001 per share, or 94% of Southern Bella’s issued and outstanding common stock (the “Davis Shares”). Subsequently, the Davis Shares were sold to Geoff Evett pursuant to the terms of a stock purchase agreement further described below. Under the terms of the Put Option Agreement, Southern Bella acquired a put option (the “Put Option”) obligating the Purchasers to purchase Southern Bella’s holdings of 100 shares of common stock of Uptone, such shares constituting all of the issued and outstanding shares of Uptone (the “Uptone Shares”) for a total price of $100. Under the terms of the Put Option, Southern Bella is required to obtain Board and stockholder approval prior exercising the Put Option. The Put Option will expire on May 13, 2014 (the “Option Termination Date”), unless it is terminated earlier under the terms of the Put Option Agreement.

Pursuant to the terms of the Put Option Agreement, the Purchasers will indemnify Southern Bella for any costs, expenses, liabilities or claims incurred by Uptone before, by and through and after the option period (the period from May 13, 2011 to the Option Termination Date or earlier termination as provided in the Put Option Agreement).

Southern Bella entered into the Put Option Agreement in connection with a stock purchase agreement that the Purchasers separately entered into with Geoff Evett on May 13, 2011 (the “Stock Purchase Agreement”), which closed on May 16, 2011 (the “SPA Closing”). On the SPA Closing, the Purchasers sold 100% of the Davis Shares to Mr. Evett for an aggregate cash payment of $220,000. On the SPA Closing, the Purchasers, who were previously Southern Bella’s officers, resigned from such positions and Mr. Evett was appointed as President, Chief Executive Officer, Chief Financial Officer and Secretary. On the Closing, the Purchasers submitted resignation letters from their positions as directors which were effective 10 days after the filing and mailing to Southern Bella’s stockholders of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 promulgated thereunder. Mr. Evett became Southern Bella’s sole director on May 27, 2011.

On June 29, 2011, Southern Bella approved the Certificate of Amendment to change its name to Great American Energy, Inc. The name change was effective as of August 26, 2011.

On August 30, 2011, the Company effected a 79-for-1 stock-on-stock dividend for all of the issued and outstanding shares of the Company’s common stock on the record date of August 29, 2011 (the “Dividend”). Following the Dividend, the Company had 88,000,000 shares of common stock outstanding.

F-4

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

On April 19, 2012, Mr. Geoff Evett, the Company’s Chief Executive Officer, tendered his resignation from his position as CEO of the Company.

On April 19, 2012, Mr. Felipe Pimienta Barrios was appointed Chief Executive Officer by the Company’s Board of Directors. On the same date Mr. Pimienta was appointed by the Company’s Board of Directors to fill a vacancy on the Board.

On June 29, 2012, the Company exercised the above-described Put Option and the Company divested itself of the Uptone Shares. In connection with this exercise, all of the assets and liabilities of Uptone have been transferred to the Purchasers and as of June 29, 2012, the Company no longer has any subsidiaries and the operations of Uptone are no longer the operations of the Company.

Basis of Presentation

The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

Interim Financial Information

The interim financial statements of the Company are condensed and do not include some of the information necessary to obtain a complete understanding of the financial data. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2012, are not necessarily indicative of the results that may be expected for the year ended December 31, 2012. Accordingly, your attention is directed to footnote disclosures found in the Annual Report on Form 10-K for the year ending December 31, 2011, and particularly to Note 2, which includes a summary of significant accounting policies.

Exploration Stage

The Company complies with Accounting Standards Codification 915-10 for its characterization of the Company as exploration stage.

Reclassifications

Certain prior period amounts have reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-5

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2012 and December 31, 2011, there were no cash equivalents.

Discontinued Operations

The results of operations of a component of an entity that either has been disposed of or is classified as held for sale is reported in discontinued operations if both of the following conditions are met:

a. The operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction.

b. The entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

In a period in which a component of an entity either has been disposed of or is classified as held for sale, the income statement of the Company for current and prior periods will report the results of operation of the component, including any gain or loss recognized, in discontinued operations. The results of operation of a component classified as held for sale shall be reported in discontinued operations in the period(s) in which they occur.

Mineral Property Costs

Mineral property acquisition costs are capitalized upon acquisition. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven, proved, probable, or possible reserves, the costs incurrred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.

The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

Purchase Options for Mining Property

Costs associated with acquisitions related to purchase options for mining properties are capitalized when the costs are incurred in accordance with ASC 340.10. The costs are carried at the amount paid and transferred to the appropriate asset account if the option is exercised. If it is determined that the Company will not exercise the option, the option is expensed.

Reclamation Cost Obligations

The Company follows ASC 410, Asset Retirement and Environmental Obligations, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. As at September 30, 2012 the Company had no reclamation obligations because it has only recently commenced exploration activity.

F-6

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, credit cards payable and deferred revenue. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Basic and Diluted Net Loss Per Common Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the period. The per share amounts include the dilutive effect of common stock equivalents in periods with net income. Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents. As of September 30, 2012 the Company had 277,778 warrants outstanding which were not included in the calculation of net loss per share for the period because they would have been anti-dilutive. The Company had no common stock equivalents outstanding at December 31, 2011.

F-7

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. We will adopt ASU 2012-02 effective January 1, 2013 however we do not expect such adoption to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles Goodwill and Other General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for non-public entities, have not yet been made available for issuance. We will adopt ASU 2012-02 effective January 1, 2013 however we do not expect such adoption to have a material impact on our financial position or results of operations.

NOTE 2 - GOING CONCERN

These condensed financial statements of the Company are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of September 30, 2012, the Company has a working capital deficiency of $53,663 and has an accumulated deficit of $1,129,761.

As more fully described in these Notes to Condensed Financial Statements and elsewhere in this quarterly report, the Company has recently entered into options for the acquisition of various mineral properties. None of these mineral properties currently have proven or probable reserves. The Company will be required to raise significant additional capital to complete the acquisition of the interests in and further the exploration, evaluation and development of each of these mineral properties. There can be no assurance that the Company will be successful in raising the required capital or that any of these mineral properties will ultimately attain a successful level of operations. If the Company is unable to raise sufficient capital to pay its obligations, or is unable to successfully complete the development of current mineral projects and obtain profitable operations and positive operating cash flows, the Company may be forced to scale back its mineral property acquisition and development plans or to significantly reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.

These factors together raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-8

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

NOTE 3 – STOCKHOLDERS’ EQUITY

On December 31, 2010, Wendi Davis owned 8,166,667 shares of common no-par stock. During 2010, the Company received $151,517 of contributed capital from two related parties and $18,450 of capital from a non-related party.

Under the Exchange Agreement in 2010, the Registrant completed the acquisition of all of the issued and outstanding shares of Uptone through the issuance of 8,166,667 restricted shares of Common Stock to Wendi Davis, sole shareholder of Uptone. Immediately prior to the Exchange Agreement transaction, the Registrant had 8,666,667 shares of Common Stock issued and outstanding, of which 8,166,667 share of Common Stock are owned by Viola J. Heitz, which 8,166,667 shares were cancelled immediately prior to the Closing pursuant to the Exchange Agreement. Immediately after the issuance of the shares to Wendi Davis, sole shareholder of Uptone, the Registrant had 8,666,667 shares of Common Stock issued and outstanding.

On each of May 8, 2012, July 4, 2012, and September 25, 2012, the Company entered into three separate Subscription Agreements (the “Subscription Agreements”) with Pacific Oil & Gas Investments Ltd. (“Pacific Oil”) for a total of 833,334 units in consideration of a total of $750,000, or $0.90 per unit. Each “Unit” consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock exercisable for $1.30 per share for three years from the date of issuance. Effective August 10, 2012, the Company issued 277,778 units. As of September 30, 2012, the Company had a balance of $250,000 in stock payable. On October 3, 2012 the Company received the $250,000 proceeds for the September 25, 2012 subscription. Effective October 24, 2012 we issued 555,556 units.

NOTE 4 – PUT OPTION

Under the terms of the Put Option Agreement, Southern Bella acquired a put option (the “Put Option”) obligating the Purchasers to purchase Southern Bella’s holdings of 100 shares of common stock of Uptone, such shares constituting all of the issued and outstanding shares of Uptone (the “Uptone Shares”) for a total price of $100.

Below is the summary of the Put Option Agreement including fair value of assets disposed, liabilities disposed and consideration received as of June 29, 2012, when the option was exercised.

Below are the asset and liability values for Uptone Pictures, Inc. prior to exercise of Put Option Agreement:

Cash	$	1,988
Total assets		1,988
Accrued liabilities		12,798
Deferred revenue		9,525
Total liabilities		22,323

Net assets – discontinued operations	$	(20,335	)

Geoff Evett owns 600,000 shares of common stock at .000001 par value. During 2011, the Company received $50,537 of contributed capital from two related parties.

On June 29, 2011, the Company entered into a contribution agreement with the Company's then President, Geoff Evett, whereby Mr. Evett returned 7,566,667 shares of common stock to the Company as a contribution to the Company’s capital.

F-9

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

On August 29, 2011, the Company declared a 79 for 1 stock dividend payable on August 30, 2011 to shareholders of record on August 29, 2011. This dividend is shown retroactively.

During 2011 Metlera Capital which is owned equally by Geoff Evett and his wife contributed $87,106 in capital, $10,800 in rent and $4,000 in consulting to the Company.

During the first quarter of 2012, Metlera Capital contributed $46,534 in capital, $2,700 in rent and $20,000 in consulting to the Company. Also during the first quarter of 2012, 7Worldwide, owned by the former President, Mike Davis and Medplus, owned by the former Secretary’s father, contributed $20,100 and $28,450, respectively.

During the second quarter of 2012, Metlera Capital contributed $31,742 in capital, $2,700 in rent and $7,500 in consulting to the Company. Also during the second quarter of 2012, 7Worldwide, owned by the former President, Mike Davis and Medplus, owned by the former Secretary’s father, contributed $3,175 and $28,252, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the first quarter of 2012, the Company received $95,084 of contributed capital from three related parties: $20,100 from 7Worldwide, owned by the former President, Mike Davis, $28,450 from MedPlus, owned by the former Secretary’s father, and $46,534 of contributed capital from Metlera Capital SL, owned equally by Geoff Evett and his wife. The $46,534 consists of $23,834 of cash, $2,700 in rent and $20,000 in consulting.

During the second quarter of 2012, the Company received $63,169 of contributed capital from three related parties: $3,175 from 7Worldwide, owned by the former President, Mike Davis, $28,252 from MedPlus, owned by the former Secretary’s father, and $31,742 of contributed capital from Metlera Capital SL, owned equally by Geoff Evett and his wife. The $31,742 consists of $21,542 in cash, $2,700 in rent and $7,500 in consulting.

Prior to the exercise of the Put Option, the Company conducted its operations from facilities located in Wake Forest, North Carolina. This office was provided to the Company by its former President, Mike Davis, for which the company recognized expenses of $900 per month through July 1, 2012. Rent expense for the six months ending June 30, 2012 and the year ending December 31, 2011 was $5,400 and $10,800, respectively.

Effective May 1, 2012, the Company entered into an independent contractor agreement (the “Independent Contractor Agreement”) with Mr. Geoff Evett (“Mr. Evett”). Pursuant to the terms of the Independent Contractor Agreement, Mr. Evett will assist the Company with business development projects outside of the United States and will be compensated at a rate of $2,500 per month. Additionally, Mr. Evett will be reimbursed for reasonable expenses incurred while providing services to the Company under the Independent Contractor Agreement. The Independent Contractor Agreement has a term of one year and is automatically renewable for subsequent one year terms. Mr. Evett also serves as the chairman of the board of directors and a director of the Company.

During the nine months ended September 30, 2012 the Company incurred a total of $47,500 in salaries and consulting fees for the services of its directors and officers. As of September 30, 2012, the Company has recorded an accounts payable to a related party, director, for $7,500 for consulting services provided.

F-10

GREAT AMERICAN ENERGY, INC.

(formerly Southern Bella, Inc.)

(An Exploration Stage Company)

Notes to the Condensed Financial Statements as of September 30, 2012

(Unaudited)

NOTE 6 – MINERAL OPTIONS

Wallach Option (Trail, British Columbia, Canada)

On June 7, 2012, the Company entered into a Mineral Property Option Agreement (the “Wallach Option”) with Mr. David A. Wallach of 0911325 BC, Ltd. (“Wallach”) with an effective date of April 28, 2012. Pursuant to the Wallach Option, the Company has been granted the exclusive right to acquire an undivided 60% interest in 10 mining claims consisting of approximately 2,958 hectares of property located near Trail, British Columbia. To exercise the Wallach Option, the Company must:

(i)	make cash payments to Wallach totaling $350,000, of which $155,000 had been paid as of September 30, 2012;

(ii)	fund improvement and mineral exploration projects on the property totaling $350,0000; and

(iii)

if the mineral and exploration projects provide evidence that there is the equivalent of at least $1,000,000,000 of gross value on the property, issue 1,000,000 shares of common stock to Wallach.

The Company must satisfy the above-described conditions and exercise the Wallach Option no later than April 30, 2015. After exercise of the Wallach Option, Wallach will retain a 2% net smelter royalty for any and all minerals mined and delivered from the property. The Company and Wallach have also agreed to cooperate in acquiring mining claims in the area within an 8.5 kilometer radius of the property, with such acquisitions to be subject to the terms of the Wallach Agreement.

GeoXplor Option (Esmeralda County, Nevada, United States of America)

On June 13, 2012, the Company entered into the Mineral Property Option Agreement (the “GeoXplor Option”) with GeoXplor Corporation, a Nevada corporation (“GeoXplor”). Pursuant to the GeoXplor Option, GeoXplor has granted the Company the exclusive right to acquire a 100% interest in and to 48 unpatented mining claims comprising approximately 7,680 acres of property located in and around Esmeralda County, Nevada. To exercise the GeoXplor Option, the Company must make cash payments to GeoXplor totaling $575,000, of which $190,000 had been paid as of September 30, 2012 and fund improvement and mineral exploration projects on the property totaling $800,000, of which $55,480 had been spent as of September 30, 2012. The Company must satisfy the above-described conditions and exercise the GeoXplor Option no later than July 1, 2015. After exercise of the GeoXplor Option, GeoXplor will be granted a 3% net smelter royalty for any and all minerals mined and delivered from the property.

NOTE 7 – SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the financial statements were issued. Except as set forth below, there are no reporting subsequent events requiring disclosure. On October 3, 2012 we received the $250,000 proceeds for a September 25, 2012 subscription of 277,778 units. Effective October 24, 2012 we issued 555,556 units for the July 4, 2012 and September 25, 2012 subscriptions.

F-11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report.

Overview

Great American Energy, Inc. (“Great American Energy” or the “Registrant”) was incorporated in Delaware on February 22, 2007 (originally under the name Southern Bella, Inc.). The Registrant was organized to acquire catering companies throughout the United States. The first catering company acquired by the Registrant was Dupree Catering, Inc. (“Dupree”). Dupree is a Kentucky corporation, formed on October 28, 1991. On March 1, 2007, the Registrant acquired all of the shares of stock of Dupree for $110,000 and Dupree became the wholly-owned subsidiary of the Registrant. The Registrant sold all of the assets of Dupree on July 1, 2008.

On December 17, 2010 the Registrant closed a reverse take-over transaction by which it acquired 100% of the issued and outstanding common stock of Uptone Pictures, Inc., a North Carolina corporation (“Uptone”) which specializes in the creation, production and distribution of entertainment content.

On May 13, 2011, the Registrant entered into a Subsidiary Put Option Agreement (the “Put Option Agreement”) with Wendi and Michael Davis (the “Purchasers”). As of May 13, 2011, the Purchasers were members of the Registrant’s Board of Directors (the “Board”). On such date, the Purchasers were the beneficial holders of 8,166,667 shares of the Registrant’s common stock, par value $0.000001 per share, or 94% of the Registrant’s issued and outstanding common stock (the “Davis Shares”). Subsequently, the Davis Shares were sold to Geoff Evett pursuant to the terms of a stock purchase agreement further described below. Under the terms of the Put Option Agreement, the Registrant acquired a put option (the “Put Option”) obligating the Purchasers to purchase the Registrant’s holdings of 100 shares of common stock of Uptone, such shares constituting all of the issued and outstanding shares of Uptone (the “Uptone Shares”) for a total price of $100. Under the terms of the Put Option, the Registrant is required to obtain Board and stockholder approval prior exercising the Put Option. The Put Option will expire on May 13, 2014 (the “Option Termination Date”), unless it is terminated earlier under the terms of the Put Option Agreement.

Pursuant to the terms of the Put Option Agreement, the Purchasers will indemnify the Registrant for any costs, expenses, liabilities or claims incurred by Uptone before, by and through and after the option period (the period from May 13, 2011 to the Option Termination Date or earlier termination as provided in the Put Option Agreement).

We entered into the Put Option Agreement in connection with a stock purchase agreement that the Purchasers separately entered into with Geoff Evett on May 13, 2011 (the “Stock Purchase Agreement”), which closed on May 16, 2011 (the “SPA Closing”). On the SPA Closing, the Purchasers sold 100% of the Davis Shares to Mr. Evett for an aggregate cash payment of $220,000. On the SPA Closing, the Purchasers, who were previously our officers, resigned from such positions and Mr. Evett was appointed as President, Chief Executive Officer, Chief Financial Officer and Secretary. On the Closing, the Purchasers submitted resignation letters from their positions as directors which were effective 10 days after the filing and mailing to our stockholders of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 promulgated thereunder. Mr. Evett became our sole director on May 27, 2011.

On June 29, 2011, we entered into a contribution agreement (the “Contribution Agreement”) with Geoff Evett, our then sole director and president, and our largest shareholder. Pursuant to the Contribution Agreement, Mr. Evett returned 7,566,667 shares of our common stock to us as a contribution to our capital. Prior to the execution of the Contribution Agreement, Mr. Evett held 8,166,667 shares of our common stock representing approximately 94.23% of our issued and outstanding shares. Following the execution of the Contribution Agreement, Mr. Evett holds 600,000 shares of our common stock representing approximately 54.54% of our issued and outstanding shares.

On June 29, 2011, we approved the Certificate of Amendment to change our name to Great American Energy, Inc. The name change was effective as of August 26, 2011.

On August 30, 2011, we effected a 79-for-1 stock-on-stock dividend for all of the issued and outstanding shares of our common stock on the record date of August 29, 2011 (the “Dividend”). Following the Dividend, we had 88,000,000 shares of common stock outstanding.

On April 19, 2012, our then Chief Executive Officer, Mr. Evett, tendered his resignation and our Board appointed Mr. Felipe Pimienta Barrios as our Chief Executive Officer and member of our Board. Mr. Evett remains on our Board.

On each of May 8, 2012, July 4, 2012 and September 25, 2012, we entered into three separate Regulation S Subscription Agreements (the “Subscription Agreements”) with Pacific Oil & Gas Investments Ltd. (“Pacific Oil”). Pursuant to the Subscription Agreements, we issued 833,334 “Units” to Pacific Oil in consideration of $750,000. Each “Unit” consisted of one share of the Company’s common stock and one warrant to purchase a share of our common stock for $1.30 per share, exercisable for three years from the date of issuance. The issuance of the Units to Pacific Oil pursuant to the Subscription Agreement was exempt from registration pursuant to Regulation S under the Securities Act of 1933 (the “Act”). We made this determination based on the representations of Pacific Oil which included, in pertinent part that Pacific Gas is not a “U.S. Person” as that term is defined in Regulation S under the Act. Following the issuance of the shares pursuant to the Subscription Agreements, we will have 88,833,334 shares of common stock outstanding.

Transition to Mineral Exploration and Development Industry

As disclosed in previous quarterly and annual reports, the Company has been working on transitioning its operations to focus on the mineral exploration and development industry. In connection with this transition, during the quarter ended June 30, 2012, we took the actions described below.

On June 7, 2012, we entered into a Mineral Property Option Agreement (the “Wallach Agreement”) with Mr. David A. Wallach of 0911325 BC, Ltd. (“Wallach”) with an effective date of April 28, 2012. Pursuant to the Wallach Agreement, Wallach has granted the Company the exclusive right to acquire an undivided 60% interest in 10 mining claims consisting of approximately 2,958 hectares of property located near Trail, British Columbia (the “Wallach Option”).

To exercise the Wallach Option, we must (i) make cash payments to Wallach totaling $350,000, (ii) fund improvement and mineral exploration projects on the property totaling $350,000, and (iii) if the mineral and exploration projects provide evidence that there is the equivalent of at least $1,000,000,000 of gross value on the property, we must issue 1,000,000 shares of its common stock to Wallach.

We must satisfy the above-described conditions and exercise the Wallach Option no later than April 30, 2015. After exercise of the Wallach Option, Wallach will retain a 2% net smelter royalty for any and all minerals mined and delivered from the property. The Company and Wallach have also agreed to cooperate in acquiring mining claims in the area within an 8.5 kilometer radius of the property, with such acquisitions to be subject to the terms of the Wallach Agreement.

On June 13, 2012, we entered into the Mineral Property Option Agreement (the “ GeoXplor Option Agreement”) with GeoXplor Corporation, a Nevada corporation (“GeoXplor”). Pursuant to the GeoXplor Option Agreement, GeoXplor has granted us the exclusive right to acquire a 100% interest in and to 48 unpatented mining claims comprising approximately 7,680 acres of property located in and around Esmeralda County, Nevada (the “GeoXplor Option”).

To exercise the GeoXplor Option, we must make cash payments to GeoXplor totaling $575,000 and fund improvement and mineral exploration projects on the property totaling $800,000. We must satisfy the above-described conditions and exercise the GeoXplor Option no later than July 1, 2015. After exercise of the GeoXplor Option, GeoXplor will be granted a 3% net smelter royalty for any and all minerals mined and delivered from the property.

On June 29, 2012, we exercised the above-described Put Option and the Company divested itself of the Uptone Shares. In connection with this exercise, all of the assets and liabilities of Uptone have been transferred to the Purchasers and as of June 29, 2012, the Company no longer has any subsidiaries and the operations of Uptone are no longer the operations of the Company.

Because the Put Option was exercised on June 29, 2012, the results of operations discussed below concern the consolidated business of the Registrant and Uptone and, except as otherwise indicated by the context, references to “we,” “us,” and “our” hereinafter in this Form 10-Q are to the consolidated business of Uptone, except that references to “our common stock”, “our shares of common stock” or “our capital stock” or similar terms shall refer to the common stock of the Registrant.

GOING CONCERN UNCERTAINTY

These condensed financial statements of the Company are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of September 30, 2012, the Company has a working capital deficiency of $52,663 and has an accumulated deficit of $1,129,761.

As more fully described in the Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we currently have entered into options for the acquisition of various mineral properties. None of these mineral properties currently have proven or probable reserves. We will be required to raise significant additional capital to complete the acquisition of the interests in and further the exploration, evaluation and development of each of these mineral properties. There can be no assurance that we will be successful in raising the required capital or that any of these mineral properties will ultimately attain a successful level of operations. If the Company is unable to raise sufficient capital to pay its obligations, or is unable to successfully complete the development of current mineral projects and obtain profitable operations and positive operating cash flows, the Company may be forced to scale back its mineral property acquisition and development plans or to significantly reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.

Results of Operations

On June 29, 2012, we exercised the above-described Put Option and the Company divested itself of its subsidiary, Uptone Pictures, Inc. (“Uptone”). Accordingly, the revenues and expenses from Uptone are presented as net income from discontinued operations. The revenues and expenses from Uptone in 2011 are also presented as discontinued operations for comparison purposes.

Continuing Operations. Revenue from continuing operations was $0 for the nine and three month periods ending September 30, 2012 and $0 during the same periods ended September 30, 2011. Cost of revenues was $0 for the nine and three month periods ending September 30, 2012 and $0 for the same periods ended September 30, 2011.

Officers compensation was $47,500 for the nine month period ended September 30, 2012 and $33,500 for the three month period ended September 30, 2012, an increase due to increasing the compensation of officers in connection with commencing new operations. General and administrative expenses were $171,978 for the nine month period ended September 30, 2012 and $0 for the same period in 2011. General and administrative expenses were $78,197 for the three month period ended September 30, 2012 and $0 for the same period in 2011. The increases of $171,978 and $78,197 for the nine and three month periods ended September 30, 2012, respectively, were due to increased general and administrative expenses relating to recent corporate transactions as well as the commencement of exploration and evaluation activity. Net loss from continuing operations was ($274,958) and ($167,177) for the nine and three month periods ended September 30, 2012, respectively.

Discontinued Operations. The loss from the discontinued operations of Uptone was ($80,318) for the nine month period ended September 30, 2012 compared to ($57,627) for the same period in 2011. The loss from discontinued operations for the three month period ended September 30, 2012 was ($0) compared to a loss of ($52,190) for the same period in 2011.

Net Loss. Net income (loss) for the nine and three month periods ended September 30, 2012 were ($355,276) and ($167,177), respectively, compared to ($57,627) and ($52,190) for the same periods in 2011. The increased losses of ($297,649) and ($114,987) were primarily due to increased general and administrative expenses and the acquisition of mineral options, as well as the commencement of exploration and evaluation activity.

Liquidity and Capital Resources

We generated net losses for the period ending September 30, 2012 and the year ending December 31, 2011, and had a deficit accumulated through September 30, 2012 of $1,129,761. We had a working capital deficiency of $52,663 for the period ending September 30, 2012 and a working capital deficit of $31,025 for the year ended December 31, 2011. We have no long term obligations other than as described in the mineral property note to our condensed interim financial statements.

We had a cash balance of $5,904 at September 30, 2012 and $0 at December 31, 2011. For the nine month period ended September 30, 2012 we had net cash inflows of $5,904. Cash flows used in operations for the nine month period ended September 30, 2012 were ($216,391) compared with ($Nil) for the same period in 2011, an increase primarily attributable to increased general and administrative costs and the commencement of exploration and evaluation activity. Cash flows used in operations for the nine month period ending September 30, 2012 consisted primarily of a net loss from operations of ($274,958) compared with ($Nil) for the same period in 2011, an increase due to increased general and administrative expenses and the commencement of exploration and evaluation activity. We had net cash provided by financing activities of $625,403 for the nine month period ended September 30, 2012, compared with $30,550 for the same period in 2011, an increase attributable to proceeds of $500,000 with respect to sales of our stock and a capital contribution of $125,403. Cash flows used in investing activities were ($346,988) for the nine month period ending September 30, 2012 compared with $0 for the same period in 2011. The increase was primarily due to cash paid for mineral options.

During the remaining fiscal year 2012, we expect that our operations will be funded by advances from management and financing activities. However, there is no assurance that we will be able to obtain sufficient funds to support our operations as planned. We are dependent on the continued support of our creditors and our ability to raise further capital to fund ongoing expenditures. In current market conditions there is uncertainty that the necessary funding can be obtained as needed, raising substantial doubt as to our to continue operating as a going concern. In the event we are unable to raise additional capital, we will not be able to meet our obligations and will be required to further curtail or terminate some of our projects and/or activities.

All of our costs associated with complying with the securities laws, rules, and regulations applicable to public companies, estimated to be less than $25,000 annually, will be funded by a loan from management, to the extent that funds are available to do so. However, management is not obligated to provide these or any other funds. If we fail to secure such funding, we may fail to meet our reporting obligations as a public company and could lose our eligibility for the quotation of our stock on the over the counter bulletin board. Should this occur, investors may have increased difficulty selling their stock.

Our independent auditors have indicated in their audit report for the years ended December 31, 2011 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Our controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at September 30, 2012 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at and as of September 30, 2012, our disclosure controls and procedures are not effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On each of May 8, 2012, July 4, 2012 and September 25, 2012, we entered into three Regulation S Subscription Agreements (the “Subscription Agreements”) with Pacific Oil & Gas Investments Ltd. (“Pacific Oil”). Pursuant to the Subscription Agreement, we issued 833,334 “Units” to Pacific Oil in consideration of $750,000. Each “Unit” consisted of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock for $1.30 per share for a period of three years from the date of issuance. The issuance of the Units to Pacific Oil pursuant to the Subscription Agreement was exempt from registration pursuant to Regulation S under the Securities Act of 1933 (the “Act”). The Registrant made this determination based on the representations of Pacific Oil which included, in pertinent part, that Pacific Gas is not a “U.S. Person” as that term is defined in Regulation S under the Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

As disclosed under “Item 2. Management’s Discussion and Analysis or Plan of Operations - Transition to Mineral Exploration and Development Industry,” on June 7, 2012, and June 13, 2012, we acquired options to acquire interests in certain mining claims. Mining operations have not yet commenced on such properties and, accordingly, we do not have any information to disclose pursuant to Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, which require certain safety related disclosures by companies which operate mines regulated under the Federal Mine Safety and Health Act of 1977.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

Exhibit		Item

3.1		Articles of Incorporation(1)

3.2		Bylaws(2)

31.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.FRE		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

(1) Incorporated by reference to the exhibit to the registrant’s annual report on Form 10-K filed with the SEC on April 13, 2012.

(2) Incorporated by reference to the exhibit to the registrant’s registration statement on Form SB-2 filed with the SEC on November 14, 2007.

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.

	GREAT AMERICAN ENERGY, INC.

Date: November 14, 2012	By:	/s/ Felipe Pimienta Barrios
		Felipe Pimienta Barrios
		(Authorized Officer/Principal Executive Officer, Principal Financial Officer/Principal Financial Officer)

Sovereign Lithium, Inc. - FORM 10-Q - November 14, 2012

Attached files

Sovereign Lithium, Inc. Reports