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(Mark
One)
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||
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
NEVADA
|
26-1749145
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
30950
Rancho Viejo Road, Suite 120
San
Juan Capistrano, California
|
92675
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Large
Accelerated Filer
|
o
|
Accelerated
Filer
|
o
|
|
Non-accelerated
Filer
|
o
|
Smaller
reporting company
|
x
|
|
(Do
not check if a smaller reporting company)
|
|
PART
I
|
|||
|
Item
1.
|
Business
|
1 | |
|
Item
1A.
|
Risk
Factors
|
8
|
|
|
Item
2.
|
Properties
|
16 | |
|
Item
3.
|
Legal
Proceedings
|
17 | |
|
Item
4.
|
[Removed
and Reserved]
|
17 | |
|
PART
II
|
|||
|
Item
5.
|
Market
for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
|
17
|
|
|
Item
6.
|
Selected
Financial Information
|
18 | |
|
Item
7.
|
Management’s
Discussion and Analysis or Plan of Operations
|
18 | |
|
Item
8.
|
Financial
Statements
|
23 | |
|
Item
9.
|
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
|
23 | |
|
Item
9A.
|
Controls
and Procedures
|
23 | |
|
Item
9B.
|
Other
Information
|
24 | |
| 25 | |||
|
PART
III
|
|||
|
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
25 | |
|
Item
11.
|
Executive
Compensation
|
27 | |
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
28 | |
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
29 | |
|
Item
14.
|
Principal
Accountant Fees and Services
|
31
|
|
|
Item
15.
|
Exhibits,
Financial Statement Schedules
|
32
|
|
|
Signatures
|
34 |
|
|
·
|
Reduced
capital requirements. Our development partner will have
responsibility for obtaining funding for the project. We
are entitled to an overriding royalty (based on sales and net profits) on
the coal produced from the project without making any additional capital
investment.
|
|
|
·
|
Option
to participate in project investment. We have retained the
option to participate up to 50% in any acquisition of coal properties that
become part of the project.
|
|
|
·
|
Access
to industry and local market expertise. Our development partner
has over 20 years coal industry experience and has successfully developed
and exited a coal project in
Montana.
|
|
|
·
|
Subject
to our partner achieving certain development milestones, we will sublease
to our partner our mining lease to the Bolzer Property covering 6,254
acres in the project
|
|
|
·
|
Our
partner will pay to us an overriding royalty equal to 2% of the gross
selling price of all coal produced from any property that is part of the
Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Our
partner will pay to us an additional overriding royalty equal to 15% of
the net profits from the mining and sale of all coal produced from any
property that is part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
We
will have a right of first refusal to acquire up to a 50% interest in any
property that becomes part of the Bridger-Fromberg-Bear Mountain
project.
|
|
Name of Member
|
Number of Shares
|
|||
|
John
P. Baugues, Jr.
|
15,925,000 | |||
|
The
John Paul Baugues, Sr. Family Trust
|
16,575,000 | |||
|
Tydus
Richards
|
27,500,000 | |||
|
Total
|
60,000,000 | |||
|
·
|
verification
of reserves;
|
|
·
|
acquisition
of government permitting;
|
|
·
|
development
of a project plan;
|
|
·
|
implementation
of mining operations;
|
|
·
|
development
of distribution relationships; and
|
|
·
|
development
of customer relationships.
|
|
·
|
Long-Term Demand
Growth
: Coal-based electricity generation represents
approximately 50% of total electricity produced in the United States and
is projected to maintain its power generation share as total electricity
demand continues to grow through 2030 according to the
WCI.
|
|
·
|
Favorable Regulatory
Environment
: The current White House administration recently
outlined a stimulus package providing tax credits and business incentives
to produce lower cost and cleaner coal, the type of coal we believe is
represented by our potential
reserves.
|
|
·
|
Potential Industry-Wide Coal
Supply Constraints
: We believe that incremental coal supply has
recently been constrained by the limited availability of the capital
markets, and potential concerns over regulatory changes, such as the
prohibition of mountaintop removal mining. These supply constraints could
limit production of various types of coal throughout the United States,
creating a stronger pricing environment for our
coal.
|
|
·
|
employee
health and safety;
|
|
·
|
mine
permits and other licensing
requirements;
|
|
·
|
air
quality standards;
|
|
·
|
water
quality standards;
|
|
·
|
storage
of petroleum products and substances which are regarded as hazardous under
applicable laws or which, if spilled, could reach waterways or
wetlands;
|
|
·
|
plant
and wildlife protection;
|
|
·
|
reclamation
and restoration of mining properties after mining is
completed;
|
|
·
|
storage
and handling of explosives;
|
|
·
|
wetlands
protection;
|
|
·
|
surface
subsidence from underground mining;
|
|
·
|
reduction
of carbon dioxide emissions; and
|
|
·
|
the
effects, if any, that mining has on groundwater quality and
availability.
|
|
·
|
investors'
perceptions of, and demand for, coal
products;
|
|
·
|
conditions
of the U.S. and other capital markets in which we may seek to raise
funds;
|
|
·
|
our
future results of operations, financial condition and cash
flows;
|
|
·
|
governmental
regulation of coal mining; and
|
|
·
|
economic,
political and other conditions in the United States and other
countries.
|
|
·
|
geological
conditions;
|
|
·
|
historical
production from the area compared with production from other producing
areas;
|
|
·
|
the
assumed effects of regulations and taxes by governmental
agencies;
|
|
·
|
assumptions
governing future prices; and
|
|
·
|
future
operating costs, including cost of
materials.
|
|
·
|
electing
or defeating the election of
directors;
|
|
·
|
amending
or preventing amendment of our articles of incorporation or
bylaws;
|
|
·
|
effecting
or preventing a merger, sale of assets or other corporate transaction;
and
|
|
·
|
controlling
the outcome of any other matter submitted to the stockholders for
vote.
|
|
Sales
Prices
|
||||||||
|
High
|
Low
|
|||||||
|
Fiscal
2008
|
||||||||
|
1st
Quarter
|
n/a | n/a | ||||||
|
2nd
Quarter
|
n/a | n/a | ||||||
|
3rd
Quarter
|
n/a | n/a | ||||||
|
4th
Quarter
|
n/a | n/a | ||||||
|
Fiscal
2009
|
||||||||
|
1st
Quarter
|
n/a | n/a | ||||||
|
2nd
Quarter
|
n/a | n/a | ||||||
|
3rd
Quarter
|
n/a | n/a | ||||||
|
4th
Quarter
|
$ | 0.81 | $ | 0.40 | ||||
|
Fiscal
2010
|
||||||||
|
1st
Quarter
|
$ | 1.28 | $ | 0.74 | ||||
|
2nd
Quarter
|
$ | 1.58 | $ | 1.19 | ||||
|
3rd
Quarter
|
$ | 1.45 | $ | 0.23 | ||||
|
4th
Quarter
|
$ | 0.67 | $ | 0.20 | ||||
|
|
·
|
Reduced
capital requirements. Our development partner will have
responsibility for obtaining funding for the project. We
are entitled to an overriding royalty (based on sales and net profits) on
the coal produced from the project without making any additional capital
investment.
|
|
|
·
|
Option
to participate in project investment. We have retained the
option to participate up to 50% in any acquisition of coal properties that
become part of the project.
|
|
|
·
|
Access
to industry and local market expertise. Our development partner
has over 20 years coal industry experience and has successfully developed
and exited a coal project in
Montana.
|
|
|
·
|
Subject
to our partner achieving certain development milestones, we will sublease
to our partner our mining lease to 6,254 acres in the
project
|
|
|
·
|
Our
partner will pay to us an overriding royalty equal to 2% of the gross
selling price of all coal produced from any property that is part of the
Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Our
partner will pay to us an additional overriding royalty equal to 15% of
the net profits from the mining and sale of all coal produced from any
property that is part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
We
will have a right of first refusal to acquire up to a 50% interest in any
property that becomes part of the Bridger-Fromberg-Bear Mountain
project.
|
|
Name
|
Age
|
Position
|
||
|
David
Walters
|
47
|
Chief
Executive Officer and Director
|
||
|
Matt
Szot
|
36
|
Chief
Financial Officer, Secretary and
Treasurer
|
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Non-Qualified
Deferred Compensation Earnings
|
All
Other Compensation
|
Total
|
|||||||||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||
|
David
Walters (2)
|
2010
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 203,336 | $ | 203,336 | |||||||||||||||||
|
Current
Chief Executive
|
2009
|
$ | - | $ | - | $ | 504,568 | $ | - | $ | - | $ | - | $ | 66,668 | $ | 571,236 | |||||||||||||||||
|
Officer
and Director
|
||||||||||||||||||||||||||||||||||
|
John
P. Baugues (3)
|
2010
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
|
Former
Chief Executive
|
2009
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
|
Officer
and Chairman
|
||||||||||||||||||||||||||||||||||
|
Matt
Szot (4)
|
2010
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
|
Chief
Financial Officer,
|
2009
|
$ | - | $ | - | $ | 112,125 | $ | - | $ | - | $ | - | $ | - | $ | 112,125 | |||||||||||||||||
|
Treasurer,
and Secretary
|
||||||||||||||||||||||||||||||||||
|
(1)
|
As
part of our transition to the coal business, on January 14, 2009, we sold
all of our assets to Joel Klandrud, our former officer and
director. As a result of this transaction, we became a “shell
company” as defined in Section 12-b(2) of the Securities Exchange Act of
1934, as amended. Moreover, as part of this transaction, all of
our officers and directors that were involved in our prior business
resigned. Accordingly, the table below omits information
related to the compensation of the officers engaged in our prior business,
as we believe this information would be misleading and not otherwise add
to an understanding of our current business and compensation
practices.
|
|
(2)
|
Mr.
Walters has served as a Director since April 2009 and as Chief Executive
Officer since August 2009. Mr. Walters owns a 50% interest and is a
managing member of Cardiff Partners, LLC. We incurred
$203,336 and $66,668 of expenses under the terms of a support services
agreement in the fiscal years ended April 30, 2010 and 2009,
respectively.
|
|
(3)
|
Mr.
Baugues became our Chief Executive Officer effective January 14, 2009 and
resigned from the position on July 10,
2009.
|
|
(4)
|
Mr.
Szot became our Chief Financial Officer effective January 14,
2009.
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
|
·
|
by
each person who is known by us to beneficially own more than 5% of our
common stock;
|
|
·
|
by
each of our executive officers and directors;
and
|
|
·
|
by
all of our executive officers and directors as a
group.
|
|
Beneficial
Ownership of Shares (2)
|
||||||||
|
Beneficial
Owner (1)
|
Number
|
Percentage
(3)
|
||||||
|
Kyaw
Myint
|
5,000,000 | 12.6 | % | |||||
|
60
Overlook Road
|
||||||||
|
Lattingtown,
NY 11560
|
||||||||
|
Matt
Massick
|
3,766,667 | 9.5 | % | |||||
|
1637
N Winckesten
|
||||||||
|
Chicago,
IL 60622
|
||||||||
|
Cloby
- Tryo Resources, Inc.
|
2,000,000 | 5.0 | % | |||||
|
3709
Huntmaster Ct.
|
||||||||
|
Richmond,
VA 23233
|
||||||||
|
Tydus
Richards (4)
|
9,400,000 | 23.6 | % | |||||
|
29377
Rancho California Rd. #204
|
||||||||
|
Temecula,
CA 92591
|
||||||||
|
David
Walters
|
731,250 | 1.8 | % | |||||
|
Matt
Szot
|
142,500 | * | ||||||
|
All
officers and directors as a group
|
873,750 | 2.2 | % | |||||
|
*
|
Represents
less than 1%
|
|
(1)
|
Unless
otherwise indicated, the address of each of the named parties in this
table is: 30950 Rancho Viejo Road, Suite 120, San Juan Capistrano, CA
92675.
|
|
(2)
|
This
table is based upon information supplied by our officers, directors,
principal stockholders and our transfer agent. Unless
otherwise indicated, this table includes shares owned by a spouse, minor
children, and relatives sharing the same home, as well as entities owned
or controlled by the named beneficial owner. Unless otherwise noted,
we believe the shares reflected in this table are owned of record and
beneficially by the named beneficial
owner.
|
|
(3)
|
Based
on 39,825,000 shares outstanding as of August 10,
2010.
|
|
(4)
|
Includes
9,000,000 shares of common stock owned by TRX Capital and 400,000 shares
of common stock owned by Lotus Asset
Management.
|
|
Name of Member
|
Number of Shares
|
|||
|
John
P. Baugues, Jr.
|
15,925,000 | |||
|
The
John Paul Baugues, Sr. Family Trust
|
16,575,000 | |||
|
Tydus
Richards
|
27,500,000 | |||
|
Total
|
60,000,000 | |||
|
|
·
|
Mr.
Baugues (or his new entity) will pay to us an overriding royalty equal to
2% of the gross selling price of all coal produced from any property that
is part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Mr.
Baugues (or his new entity) will pay to us an additional
overriding royalty equal to 15% of the net profits from the mining and
sale of all coal produced from any property that is part of the
Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
We
will have a right of first refusal to acquire up to a 50% interest in any
property that becomes part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Mr.
Baugues surrendered to us 15,925,000 shares of our common stock for
cancellation and caused to be surrendered 16,575,000 shares of our common
stock held by the John T. Baugues Sr. Trust for
cancellation.
|
|
|
·
|
Subject
to Mr. Baugues (or a new entity to be formed by him) achieving certain
development milestones, we: (i) will sublease to a new entity to be formed
by Mr. Baugues, our mining lease for the 6,250 acre Bolzer property and
(ii) will not interfere with the development of the Bridger-Fromberg-Bear
Mountain project by Mr. Baugues (or his new
entity).
|
|
|
·
|
To
retain the Bolzer property sublease and other rights under the settlement
agreement, Mr. Baugues (or his new entity) will be required to meet
certain milestones (over a 15 month period) relating to obtaining
financing, completing a drilling program, acquiring sufficient mining
rights to constitute a viable development plan for the project, and
submitting permitting applications.
|
|
|
·
|
Subject
to performance of the terms of the settlement agreement, we and Mr.
Baugues will release each other from any claims that we may have against
the other as of the date of the settlement
agreement.
|
|
Years
Ended April 30
|
||||||||
|
2010
|
2009
|
|||||||
|
M&K
CPAs, PLLC
|
||||||||
|
Audit
Fees
|
$ | 6,500 | $ | 6,700 | ||||
|
Audit-related
fees (a)
|
$ | - | $ | - | ||||
|
Tax
fees (b)
|
$ | - | $ | - | ||||
|
Registration
Statement Fees
|
$ | - | $ | - | ||||
|
All
other fees
|
$ | - | $ | - | ||||
|
John
Kincross-Kennedy
|
||||||||
|
Audit
Fees
|
$ | - | $ | 1,000 | ||||
|
Audit-related
fees (a)
|
$ | - | $ | - | ||||
|
Tax
fees (b)
|
$ | - | $ | - | ||||
|
Registration
Statement Fees
|
$ | - | $ | - | ||||
|
All
other fees
|
$ | - | $ | - | ||||
|
(a)
|
Audit-related
fees primarily include research services to validate certain accounting
policies.
|
|
(b)
|
Tax
fees include costs for the preparation of our corporate income tax
return.
|
|
Report
Of Independent Registered Public Accounting Firm
|
F-1 | |||
|
Balance
Sheets – April 30, 2010 and 2009
|
F-2 | |||
|
Statements
of Operations – For the Years Ended April 30, 2010 and 2009 and for the
period of inception, from May 19, 2005 through April 30,
2010
|
F-3 | |||
|
Statements
of Cash Flows - For the Years Ended April 30, 2010 and 2009 and for the
period of inception, from May 19, 2005 through April 30,
2010
|
F-4 | |||
|
Statement
of Stockholders’ Equity (Deficit) – For the Year Ended April
30, 2010
|
F-5 | |||
|
Notes
to Financial Statements
|
F-6 |
|
Exhibit
No.
|
Identification
of Exhibit
|
|
|
2.1
|
Agreement
for Sale of Assets, dated January 14, 2009, entered into between the
registrant and Joel Klanrud. (1)
|
|
|
2.2
|
Contribution
and Assignment Agreement, dated as of March 31, 2009, by and among the
registrant, Carbon County Holdings, LLC, a Delaware limited liability
company, John P. Baugues, Jr., The John Paul Baugues, Sr. Family Trust,
and Tydus Richards. (2)
|
|
|
3.1.1
|
Articles
of Incorporation (3)
|
|
|
3.1.2
|
Certificate
Of Amendment to the Articles of Incorporation dated February 5, 2009
(1)
|
|
|
3.1.3
|
Certificate
Of Amendment to the Articles of Incorporation dated June 22, 2009
(4)
|
|
|
3.2
|
By-Laws
*
|
|
|
10.1.1
|
Support
Services Agreement, dated January 8, 2009, between Strands Management
Company, LLC and the registrant (5)
|
|
|
10.1.2
|
Amendment
No.1 to Support Services Agreement, dated April 3, 2009, between Strands
Management Company, LLC and the registrant (2)
|
|
|
10.2
|
Engagement
Letter, dated January 8, 2009, between the registrant and Monarch Bay
Associates, LLC (5)
|
|
|
10.3
|
Mining
Lease, dated as of January 16, 2009, by and between Carbon County
Holdings, LLC, a Delaware limited liability company, on the one hand, and
Edith L. Bolzer and Richard L. Bolzer, on the other hand
(2)
|
|
|
10.4.1
|
Stock
Purchase Agreement, dated July 23, 2009 (6)
|
|
|
10.4.2
|
Addendum
to Stock Purchase Agreement (6)
|
|
|
10.5
|
Consulting
Agreement, dated July 16, 2009, with Lotus Asset
Management(7)
|
|
|
10.6
|
Settlement
Agreement, dated October 8, 200, with John Baugues, Jr.
(8)
|
|
|
10.7*
|
Consulting
Agreement, dated April 1, 2010, with Wilkes Lane Capital,
LLC
|
|
|
10.8*
|
Warrant
Agreement, dated April 1, 2010 with Wilkes Lane Capital,
LLC
|
|
|
21.1*
|
Subsidiaries
of Registrant
|
|
|
23.1*
|
Consent
of M&K CPAs, PLLC
|
|
|
Consent
of John-Kinross Kennedy
|
||
|
31.1*
|
Certification
of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated
under the Securities Exchange Act of 1934
|
|
|
31.2*
|
Certification
of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14
promulgated under the Securities Exchange Act of 1934
|
|
|
32.1*
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
*
|
Filed
herewith
|
|
(1)
|
Incorporated
herein by reference to the registrant’s Current Report on Form 8-K filed
with the SEC on March 4, 2009.
|
|
(2)
|
Incorporated
herein by reference to the registrant’s Current Report on Form 8-K filed
with the SEC on April 6, 2009.
|
|
(3)
|
Incorporated
herein by reference to the registrant’s Registration Statement on Form S-1
filed with the SEC on July 29,
2008.
|
|
(4)
|
Incorporated
herein by reference to the registrant’s Current Report on Form 8-K filed
with the SEC on May 29, 2009.
|
|
(5)
|
Incorporated
herein by reference to the registrant’s Quarterly Report on Form 10-Q, as
filed with the SEC on March 17,
2009.
|
|
(6)
|
Incorporated
herein by reference to the registrant’s Current Report on Form 8-K filed
with the SEC on July 28, 2009.
|
|
(7)
|
Incorporated
herein by reference to the registrant’s Annual Report on Form 10-K, as
filed with the SEC on August 13,
2009.
|
|
(8)
|
Incorporated
herein by reference to the registrant’s Current Report on Form 8-K filed
with the SEC on October 14, 2009.
|
|
Dated:
August 13, 2010
|
MANAGEMENT
ENERGY, INC.
|
||
|
(Registrant)
|
|||
|
By:
|
/s/
David Walters
|
||
|
Chief
Executive Officer
|
|||
|
(Principal
Executive Officer)
|
|||
|
Signature
|
Title
|
Date
|
||
|
/s/
David Walters
|
Chief
Executive Officer
|
August
13, 2010
|
||
|
David
Walters
|
(Principal Executive Officer and Director | |||
|
|
||||
|
/s/
Matthew Szot
|
Chief
Financial Officer
|
August
13, 2010
|
||
|
Matthew
Szot
|
(Principal Financial and Accounting Officer) |
|
1.
|
No
annual report to security holders covering the company’s fiscal year ended
April 30, 2010, has been sent as of the date of this
report.
|
|
2.
|
No
proxy soliciting material has been sent to the company’s security holders
with respect to the 2009 annual meeting of security
holders.
|
|
3.
|
If
such report or proxy material is furnished to security holders subsequent
to the filing of this Report on Form 10-K, the company will furnish copies
of such material to the Commission at the time it is sent to security
holders.
|
|
Financial
Statements
|
Page
|
|||
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|||
|
Balance
Sheets – April 30, 2010 and 2009
|
F-2
|
|||
|
Statements
of Operations – For the Years Ended April 30, 2010 and 2009 and the for
the period of inception, from May 19, 2005 through April 30,
2010
|
F-3
|
|||
|
Statements
of Cash Flows - For the Years Ended April 30, 2010 and 2009 and the for
the period of inception, from May 19, 2005 through April 30,
2010
|
F-4
|
|||
|
|
||||
|
Statement
of Stockholders’ Equity (Deficit) – For the period of
inception, from May 19, 2005 through April 30, 2010
|
F-5
|
|||
|
Notes
to Financial Statements
|
F-6
|
|||
|
ASSETS
|
||||||||
|
April
30,
|
April
30,
|
|||||||
|
2010
|
2009
|
|||||||
|
Current
Assets
|
||||||||
|
Cash
and Cash Equivalents
|
$ | 58,293 | $ | 900 | ||||
|
Prepaids
|
2,389 | - | ||||||
|
Total
Current Assets
|
60,682 | 900 | ||||||
|
Total
Assets
|
$ | 60,682 | $ | 900 | ||||
|
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts
Payable
|
$ | 308,023 | $ | 41,295 | ||||
|
Accounts
Payable - Related Party
|
185,372 | 66,668 | ||||||
|
Accrued
Expenses
|
67,041 | 100,917 | ||||||
|
Accrued
Interest
|
726 | - | ||||||
|
Note
Payable
|
50,000 | - | ||||||
|
Due
to Affiliate
|
63,000 | - | ||||||
|
Total
Current Liabilities
|
488,790 | 142,212 | ||||||
|
Stockholders'
Equity (Deficit)
|
||||||||
|
Common Stock, $0.001 par value, 300,000,000 shares authorized,
39,825,000 shares issued and outstanding at April 30, 2010 and,
71,925,000 shares issued and outstanding at April 30, 2009
|
39,825 | 71,925 | ||||||
|
Additional
paid-in capital
|
4,311,876 | 1,239,411 | ||||||
|
Deficit
accumulated in the exploration stage
|
(4,779,809 | ) | (1,452,648 | ) | ||||
|
Total
Stockholders' Equity (Deficit)
|
(428,108 | ) | (141,312 | ) | ||||
|
Total
Liabilities and Stockholders' Equity (Deficit)
|
$ | 60,682 | $ | 900 | ||||
|
For
the
Year
Ended
April
30,
|
For
the period
of
Inception,
from
May 19,
2005
through
April
30,
|
|||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
Expenses:
|
||||||||||||
|
Professional
Fees
|
$ | 102,280 | $ | 51,800 | $ | 154,080 | ||||||
|
Consulting
|
413,336 | 66,668 | 480,004 | |||||||||
|
Mining
Lease
|
62,541 | 62,541 | 125,082 | |||||||||
|
Stock
Based Compensation
|
2,640,365 | 1,163,500 | 3,803,865 | |||||||||
|
Other
General & Administrative
|
108,639 | 24,866 | 133,505 | |||||||||
|
Total
Operating Expenses
|
3,327,161 | 1,369,375 | 4,696,536 | |||||||||
|
Operating
Loss From Continuing Operations
|
$ | (3,327,161 | ) | $ | (1,369,375 | ) | $ | (4,696,536 | ) | |||
|
Discontinued
operations
|
||||||||||||
|
Gain
(loss) from discontinued operations
|
- | (59,986 | ) | (83,273 | ) | |||||||
|
Net
Income (Loss)
|
$ | (3,327,161 | ) | $ | (1,429,361 | ) | $ | (4,779,809 | ) | |||
|
Basic
and Dilutive Net Loss From Continuing Operations Per Share
|
$ | (0.062 | ) | $ | (0.083 | ) | ||||||
|
Basic
and Dilutive Net Income From Discontinued Operations Per
Share
|
$ | - | $ | (0.004 | ) | |||||||
|
Weighted
average number of shares outstanding, basic and diluted
|
54,018,407 | 16,597,321 | ||||||||||
|
For
the
Year
Ended
April
30,
|
For
the period
of
Inception,
May
19,
2005
to
April
30,
|
|||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
Cash
Flows from Operating Activities
|
||||||||||||
|
Net
loss from continuing operations
|
$ | (3,327,161 | ) | $ | (1,369,375 | ) | $ | (4,696,536 | ) | |||
|
Net
loss from discontinued operations
|
- | (59,986 | ) | (83,273 | ) | |||||||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Depreciation
expense
|
- | 1,179 | 1,479 | |||||||||
|
Stock
issued to acquire mining lease
|
- | 62,541 | 62,541 | |||||||||
|
Stock
based compensation
|
2,640,365 | 1,163,500 | 3,803,865 | |||||||||
|
Change
in operating assets and liabilities:
|
||||||||||||
|
Accounts
receivable
|
- | (15,118 | ) | (15,118 | ) | |||||||
|
Prepaids
|
(2,389 | ) | - | (3,889 | ) | |||||||
|
Accounts
payable
|
81,356 | 41,295 | 308,023 | |||||||||
|
Accounts
payable - related party
|
118,704 | 66,668 | 185,372 | |||||||||
|
Accrued
expenses
|
32,792 | 34,249 | 67,041 | |||||||||
|
Accrued
interest
|
726 | - | 726 | |||||||||
|
Net
Cash used in Operating Activities
|
(455,607 | ) | (75,047 | ) | (555,141 | ) | ||||||
|
Cash
Flows from Investing Activities
|
||||||||||||
|
Purchase
of equipment
|
- | - | (23,564 | ) | ||||||||
|
Net
Cash used in Investing Activities
|
- | - | (23,564 | ) | ||||||||
|
Cash
Flows from Financing Activities
|
||||||||||||
|
Proceeds
from the sale of common stock
|
400,000 | 1,000 | 523,998 | |||||||||
|
Proceeds
from issuance of note payable
|
50,000 | - | 50,000 | |||||||||
|
Borrowing
from affiliate
|
63,000 | - | 63,000 | |||||||||
|
Repayment
of loan from officer
|
- | (1,750 | ) | - | ||||||||
|
Net
Cash provided by (used by) Financing Activities
|
513,000 | (750 | ) | 636,998 | ||||||||
|
Net
Increase (Decrease) in Cash
|
$ | 57,393 | $ | (75,797 | ) | $ | 58,293 | |||||
|
Cash
at beginning of period
|
$ | 900 | $ | 76,697 | $ | - | ||||||
|
Cash
at end of period
|
$ | 58,293 | $ | 900 | $ | 58,293 | ||||||
|
Cash
paid for
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
|
Supplemental
Disclosue of Non-Cash Disposal of Assets related to Discontinued
Operations:
|
||||||||||||
|
Accounts
receivable
|
$ | - | $ | 15,118 | $ | 15,118 | ||||||
|
Prepaids
|
- | 1,500 | 1,500 | |||||||||
|
Property
and Equipment
|
- | 22,085 | 22,085 | |||||||||
|
Common
stock
|
- | (4,000 | ) | (4,000 | ) | |||||||
|
Additional
Paid in Capital
|
- | (34,703 | ) | (34,703 | ) | |||||||
| $ | - | $ | - | $ | - | |||||||
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
Deficit During Exploration
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
|
Balances
at May 19, 2005
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Common
stock issued for cash on
|
||||||||||||||||||||
|
January
10, 2008 at $0.002 per share
|
9,000,000 | 9,000 | 9,000 | - | 18,000 | |||||||||||||||
|
Common
stock issued for cash on
|
||||||||||||||||||||
|
February
20, 2008 at $0.02 per share
|
5,300,000 | 5,300 | 99,698 | - | 104,998 | |||||||||||||||
|
Net
loss for the year ended April 30, 2008
|
- | - | - | (23,287 | ) | (23,287 | ) | |||||||||||||
|
Balances
at April 30, 2008
|
14,300,000 | $ | 14,300 | $ | 108,698 | $ | (23,287 | ) | $ | 99,711 | ||||||||||
|
Shares
retired in the disposal of assets
|
(4,000,000 | ) | (4,000 | ) | (34,703 | ) | - | $ | (38,703 | ) | ||||||||||
|
Common
stock issued for cash on
|
||||||||||||||||||||
|
February
27, 2009 at $0.0002 per share
|
5,000,000 | 5,000 | (4,000 | ) | - | $ | 1,000 | |||||||||||||
|
Common
Stock issued for professional services
|
||||||||||||||||||||
|
on
April 15, 2009
|
1,625,000 | 1,625 | 1,161,875 | - | $ | 1,163,500 | ||||||||||||||
|
Common
Stock issued in acquisition of mining
|
||||||||||||||||||||
|
lease
on April 15, 2009
|
60,000,000 | 60,000 | 2,541 | - | $ | 62,541 | ||||||||||||||
|
Common
Stock issued for professional services
|
||||||||||||||||||||
|
on
April 16, 2009
|
2,010,500 | 2,010 | 1,465,655 | - | $ | 1,467,665 | ||||||||||||||
|
Shares
retired due to termination of
|
||||||||||||||||||||
|
consulting
agreement
|
(7,010,500 | ) | (7,010 | ) |
(1,460,655
|
) | - | $ | (1,467,665 | ) | ||||||||||
|
Net
loss from discontinued operations for the year
|
||||||||||||||||||||
|
ended
April 30, 2009
|
- | - | - | (59,986 | ) | $ | (59,986 | ) | ||||||||||||
|
Net
loss from continuing operations for the year
|
||||||||||||||||||||
|
ended
April 30, 2009
|
- | - | - | (1,369,375 | ) | $ | (1,369,375 | ) | ||||||||||||
|
Balances
at April 30, 2009
|
71,925,000 | $ | 71,925 | $ | 1,239,411 | $ | (1,452,648 | ) | $ | (141,312 | ) | |||||||||
|
Common
stock issued for cash on
|
||||||||||||||||||||
|
July
24, 2009 at $1.00 per share
|
400,000 | 400 | 399,600 | - | $ | 400,000 | ||||||||||||||
|
Shares
retired due to settlement agreement
|
(32,500,000 | ) | (32,500 | ) | 32,500 | - | $ | - | ||||||||||||
|
Warrants
issued for consulting services
|
- | - | 2,640,365 | - | $ | 2,640,365 | ||||||||||||||
|
Net
loss from continuing operations for the year
|
||||||||||||||||||||
|
ended
April 30, 2010
|
- | - | - | (3,327,161 | ) | $ | (3,327,161 | ) | ||||||||||||
|
Balances
at April 30, 2010
|
39,825,000 | $ | 39,825 | $ | 4,311,876 | $ | (4,779,809 | ) | $ | (428,108 | ) | |||||||||
|
Name of Member
|
Number of Shares
|
|||
|
John
P. Baugues, Jr.
|
15,925,000 | |||
|
The
John Paul Baugues, Sr. Family Trust
|
16,575,000 | |||
|
Tydus
Richards
|
27,500,000 | |||
|
Total
|
60,000,000 | |||
|
|
·
|
Mr.
Baugues (or his new entity) will pay to the Company an overriding royalty
equal to 2% of the gross selling price of all coal produced from any
property that is part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Mr.
Baugues (or his new entity) will pay to the Company an
additional overriding royalty equal to 15% of the net profits from the
mining and sale of all coal produced from any property that is part of the
Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
The
Company will have a right of first refusal to acquire up to a 50% interest
in any property that becomes part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Mr.
Baugues surrendered to the Company 15,925,000 shares of the Company’s
common stock for cancellation and caused to be surrendered 16,575,000
shares of the Company’s common stock held by the John T. Baugues Sr. Trust
for cancellation.
|
|
|
·
|
Subject
to Mr. Baugues (or a new entity to be formed by him) achieving certain
development milestones, the Company: (i) will sublease to a new entity to
be formed by Mr. Baugues, the Company’s mining lease for the 6,250 acre
Bolzer Property and (ii) will not interfere with the development of the
Bridger-Fromberg-Bear Mountain project by Mr. Baugues (or his new
entity).
|
|
|
·
|
To
retain the Bolzer Property sublease and other rights under the settlement
agreement, Mr. Baugues (or his new entity) will be required to meet
certain milestones (over a 15 month period) relating to obtaining
financing, completing a drilling program, acquiring sufficient mining
rights to constitute a viable development plan for the project, and
submitting permitting applications.
|
|
|
·
|
Subject
to performance of the terms of the settlement agreement, the Company and
Mr. Baugues will release each other from any claims that they may have
against the other as of the date of the settlement
agreement.
|
|
|
·
|
Level 1.
Observable inputs such as quoted prices in active
markets;
|
|
|
·
|
Level 2.
Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly;
and
|
|
|
·
|
Level 3. Unobservable inputs
in which there is little or no market data, which require the reporting
entity to develop its own
assumptions.
|
|
|
·
|
Level 1:
none
|
|
|
·
|
Level 2:
none
|
|
|
·
|
Level 3:
none
|
|
For
the
Year
Ended
April
30,
|
For
the period
of
Inception,
from
May 19,
2005
through
April
30,
|
|||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
Net
Income (Loss)
|
$ | (3,327,161 | ) | $ | (1,429,361 | ) | $ | (4,779,809 | ) | |||
|
Basic
and Dilutive Net Loss From Continuing
|
||||||||||||
|
Operations
Per Share
|
$ | (0.062 | ) | $ | (0.083 | ) | ||||||
|
Basic
and Dilutive Net Income From Discontinued
|
||||||||||||
|
Operations
Per Share
|
$ | - | $ | (0.004 | ) | |||||||
|
Weighted
average number of shares
|
||||||||||||
|
outstanding,
basic and diluted
|
54,018,407 | 16,597,321 | ||||||||||
|
Joel
Klandrud
|
4,500,000
shares at a price of $0.002 per share
|
|
President
and Chief Operating Officer
|
|
|
Director
|
|
|
Sandra
Dosdall
|
4,500,000
shares at a price of $0.002 per share
|
|
Director
|
|
Name of Member
|
Number of Shares
|
|||
|
John
P. Baugues, Jr.
|
15,925,000 | |||
|
The
John Paul Baugues, Sr. Family Trust
|
16,575,000 | |||
|
Tydus
Richards
|
27,500,000 | |||
|
Total
|
60,000,000 | |||
|
|
·
|
Mr.
Baugues (or his new entity) will pay to the Company an overriding royalty
equal to 2% of the gross selling price of all coal produced from any
property that is part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Mr.
Baugues (or his new entity) will pay to the Company an
additional overriding royalty equal to 15% of the net profits from the
mining and sale of all coal produced from any property that is part of the
Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
The
Company will have a right of first refusal to acquire up to a 50% interest
in any property that becomes part of the Bridger-Fromberg-Bear Mountain
project.
|
|
|
·
|
Mr.
Baugues surrendered to the Company 15,925,000 shares of the Company’s
common stock for cancellation and caused to be surrendered 16,575,000
shares of the Company’s common stock held by the John T. Baugues Sr. Trust
for cancellation.
|
|
|
·
|
Subject
to Mr. Baugues (or a new entity to be formed by him) achieving certain
development milestones, the Company: (i) will sublease to a new entity to
be formed by Mr. Baugues, the Company’s mining lease for the 6,250 acre
Bolzer property and (ii) will not interfere with the development of the
Bridger-Fromberg-Bear Mountain project by Mr. Baugues (or his new
entity).
|
|
|
·
|
To
retain the Bolzer property sublease and other rights under the settlement
agreement, Mr. Baugues (or his new entity) will be required to meet
certain milestones (over a 15 month period) relating to obtaining
financing, completing a drilling program, acquiring sufficient mining
rights to constitute a viable development plan for the project, and
submitting permitting applications.
|
|
|
·
|
Subject
to performance of the terms of the settlement agreement, the Company and
Mr. Baugues will release each other from any claims that they may have
against the other as of the date of the settlement
agreement.
|
|
April
30, 2010
|
62,541 | |||
|
April
30, 2011
|
62,541 | |||
|
April
30, 2012
|
62,541 | |||
|
April
30, 2013
|
62,541 | |||
|
April
30, 2014
|
62,541 | |||
|
Thereafter
|
312,705 | |||
| 625,410 |
|
April
30,
|
April
30,
|
|||||||
|
2010
|
2009
|
|||||||
|
Accrued
Audit Fees
|
4,500 | 3,000 | ||||||
|
Accrued
Lease Expense
|
62,541 | - | ||||||
|
Accrued
Legal Fees
|
- | 10,000 | ||||||
|
Accrued
Travel, Meals & Entertainment
|
- | 21,249 | ||||||
| 67,041 | 34,249 | |||||||
|
Name of Member
|
Number of Shares
|
|||
|
John
P. Baugues, Jr.
|
15,925,000 | |||
|
The
John Paul Baugues, Sr. Family Trust
|
16,575,000 | |||
|
Tydus
Richards
|
27,500,000 | |||
|
Total
|
60,000,000 | |||
|
Accounts
receivable
|
$ | 15,118 | ||
|
Prepaids
|
1,500 | |||
|
Property
and Equipment
|
22,085 |
|
April
30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Deferred
tax asset:
|
||||||||
|
NOL
Carryforward
|
$ | 310,557 | $ | 77,046 | ||||
|
Valuation
allowances
|
(310,557 | ) | (77,046 | ) | ||||
|
Total
|
$ | - | $ | - | ||||
|
The
components of income tax expense are as follows:
|
||||||||
|
Current
Federal Tax
|
$ | - | $ | - | ||||
|
Current
State Tax
|
- | - | ||||||
|
Change
in NOL benefit
|
233,511 | 69,128 | ||||||
|
Change
in valuation allowance
|
(233,511 | ) | (69,128 | ) | ||||
| $ | - | $ | - | |||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|