MMEX Resources Corp - Quarter Report: 2010 January (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[Mark
One]
x QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended January 31, 2010
or
¨ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____to______
Commission
file number: 333-152608
Management
Energy, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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26-1749145
|
(State
of Incorporation)
|
(IRS
Employer Ident. No.)
|
30950 Rancho Viejo Road, Suite
120
San Juan Capistrano, CA
|
92675
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's telephone number:
(949)
373-7282
(Former
name or former address, if changed since last
report)
|
Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
No o
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such reports) .
Yes x No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
¨ Large
accelerated filer
|
¨ Accelerated
filer
|
¨ Non-accelerated
filer
|
x Smaller
reporting company
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
The
number of shares outstanding of each of the issuer’s classes of equity as of
March 18, 2010: 39,825,000 shares of common stock, par value $0.001 per
share.
MANAGEMENT
ENERGY, INC.
PART I - FINANCIAL
INFORMATION
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Page
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Item
1.
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Financial
Statements
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Balance
Sheets – January 31, 2010 (Unaudited) and April 30, 2009
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1
|
|
Statements
of Operations - (Unaudited) Three and Nine Months Ended January 31, 2010
and 2009 and for the period of inception, from May 19, 2005 through
January 31, 2010
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2
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Statements of Cash Flows - (Unaudited) Nine Months Ended January 31, 2010 and 2009 and for the period of inception, from May 19, 2005 through January 31, 2010 |
3
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Statements
of Stockholders Equity (Unaudited) – For the Period Ended January 31,
2010
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4
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Notes
to Financial Statements
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5
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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16
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Financial
Condition and Results
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16
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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20
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Item
4T.
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Controls
and Procedures
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20
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PART II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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21
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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21
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Item
3.
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Defaults
Upon Senior Securities
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21
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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21
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Item
5.
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Other
Information
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21
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Item
6.
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Exhibits
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21
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Signatures
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22
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i
(An
Exploration Stage Company)
Balance
Sheets
January
31,
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April
30,
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|||||||
2010
|
2009
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Current
Assets
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||||||||
Cash
and Cash Equivalents
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$ | 79 | $ | 900 | ||||
Total
Current Assets
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79 | 900 | ||||||
Total
Assets
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$ | 79 | $ | 900 | ||||
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities
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||||||||
Accounts
Payable
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$ | 158,746 | $ | 41,295 | ||||
Accrued
Expenses
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64,541 | 100,917 | ||||||
Due
to Affiliate
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5,000 | - | ||||||
Total
Current Liabilities
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228,287 | 142,212 | ||||||
Stockholders'
Equity (Deficit)
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||||||||
Common
Stock, $0.001 par value, 300,000,000 shares authorized,
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||||||||
39,825,000 shares
issued and outstanding at January 31, 2010 and,
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||||||||
71,925,000
shares issued and outstanding at April 30, 2009
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39,825 | 71,925 | ||||||
Additional
paid-in capital
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1,671,511 | 1,239,411 | ||||||
Deficit
accumulated in the exploration stage
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(1,939,544 | ) | (1,452,648 | ) | ||||
Total
Stockholders' Equity (Deficit)
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(228,208 | ) | (141,312 | ) | ||||
Total
Liabilities and Stockholders' Equity (Deficit)
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$ | 79 | $ | 900 |
See
accompanying notes to financial statements
1
MANAGEMENT
ENERGY INC.
(An
Exploration Stage Company)
Statements
of Operations
(unaudited)
For the period
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||||||||||||||||||||
of Inception,
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For the
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For the
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from May 19,
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Three Months Ended
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Nine Months Ended
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2005 through
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January 31,
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January 31,
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January 31,
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||||||||||||||||||
2010
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2009
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2010
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2009
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2010
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||||||||||||||||
Expenses:
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||||||||||||||||||||
Professional
Fees
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$ | 9,336 | $ | 6,500 | $ | 56,386 | $ | 6,500 | $ | 108,186 | ||||||||||
Consulting
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50,834 | 16,667 | 260,836 | 16,667 | 327,504 | |||||||||||||||
Mining
Lease
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62,541 | - | 62,541 | - | 125,082 | |||||||||||||||
Stock
Based Compensation
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- | - | - | - | 1,163,500 | |||||||||||||||
Other
General & Administrative
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4,103 | 329 | 107,133 | 329 | 131,999 | |||||||||||||||
Total
Operating Expenses
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126,814 | 23,496 | 486,896 | 23,496 | 1,856,271 | |||||||||||||||
Operating
Loss From Continuing Operations
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$ | (126,814 | ) | $ | (23,496 | ) | $ | (486,896 | ) | $ | (23,496 | ) | $ | (1,856,271 | ) | |||||
Discontinued
operations
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||||||||||||||||||||
Gain
(loss) from discontinued operations
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- | (36,530 | ) | - | (60,986 | ) | (83,273 | ) | ||||||||||||
Net
Income (Loss)
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$ | (126,814 | ) | $ | (60,026 | ) | $ | (486,896 | ) | $ | (84,482 | ) | $ | (1,939,544 | ) | |||||
Basic
and Dilutive Net Loss From Continuing Operations Per Share
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$ | (0.0032 | ) | $ | (0.0017 | ) | $ | (0.0055 | ) | $ | (0.0017 | ) | ||||||||
Basic
and Dilutive Net Income From Discontinued Operations Per
Share
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$ | - | $ | (0.0027 | ) | $ | - | $ | (0.0043 | ) | ||||||||||
Weighted
average number of shares outstanding, basic and diluted
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39,825,000 | 13,560,870 | 88,078,005 | 14,053,625 |
See
accompanying notes to financial statements
2
MANAGEMENT
ENERGY INC.
(An
Exploration Stage Company)
Statements
of Cash flows
(unaudited)
For the period
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||||||||||||
of Inception,
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||||||||||||
For the
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May 19,
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|||||||||||
Nine Months Ended
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2005 to
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|||||||||||
January 31,
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January 31,
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|||||||||||
2010
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2009
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2010
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||||||||||
Cash
Flows from Operating Activities
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||||||||||||
Net
Loss from continuing operations
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$ | (486,896 | ) | $ | (23,496 | ) | $ | (1,856,271 | ) | |||
Net
Gain (Loss) from discontinued operations
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- | (60,986 | ) | (83,273 | ) | |||||||
Adjustments
to reconcile net loss to net
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||||||||||||
cash
used in operating activities:
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||||||||||||
Depreciation
expense
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- | 1,178 | 1,479 | |||||||||
Stock
issued to acquire mining lease
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- | - | 62,541 | |||||||||
Stock
Based Compensation
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- | - | 1,163,500 | |||||||||
Change
in operating assets and liabilities:
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||||||||||||
Accounts
Receivable
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- | (14,118 | ) | (15,118 | ) | |||||||
Prepaids
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- | - | (1,500 | ) | ||||||||
Accounts
Payable
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117,451 | - | 158,746 | |||||||||
Accrued
expenses
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(36,376 | ) | 22,667 | 64,541 | ||||||||
Net
Cash used in Operating Activities
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(405,821 | ) | (74,755 | ) | (505,355 | ) | ||||||
Cash
Flows from Investing Activities
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||||||||||||
Purchase
of equipment
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- | - | (23,564 | ) | ||||||||
Net
Cash used in Investing Activities
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- | - | (23,564 | ) | ||||||||
Cash
Flows from Financing Activities
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||||||||||||
Proceeds
from the sale of Common Stock
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400,000 | - | 523,998 | |||||||||
Borrowing
from Affiliate
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5,000 | - | 5,000 | |||||||||
Repayment
of loan from officer
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- | (1,750 | ) | - | ||||||||
Net
Cash provided by (used by) Financing Activities
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405,000 | (1,750 | ) | 528,998 | ||||||||
Net
Increase (Decrease) in Cash
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$ | (821 | ) | $ | (76,505 | ) | $ | 79 | ||||
Cash
at beginning of period
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$ | 900 | $ | 76,697 | $ | - | ||||||
Cash
at end of period
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$ | 79 | $ | 192 | $ | 79 | ||||||
Cash
paid for
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||||||||||||
Interest
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$ | - | $ | - | $ | - | ||||||
Income
Taxes
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$ | - | $ | - | $ | - | ||||||
Supplemental
Disclosue of Non-Cash Disposal of Assets related to Discontinued
Operations:
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Accounts
receivable
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$ | - | $ | 15,118 | $ | 15,118 | ||||||
Prepaids
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- | 1,500 | 1,500 | |||||||||
Property
and Equipment
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- | 22,085 | 22,085 | |||||||||
Common
stock
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- | (4,000 | ) | (4,000 | ) | |||||||
Additional
Paid in Capital
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- | (34,703 | ) | (34,703 | ) | |||||||
$ | - | $ | - | $ | - |
See
accompanying notes to financial statements
3
(An
Exploration Stage Company)
Statement
of Stockholders' Equity (Deficit)
Accumulated
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||||||||||||||||||||
Additional
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Deficit During
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|||||||||||||||||||
Common Stock
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Paid-in
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Exploration
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||||||||||||||||||
Shares
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Amount
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Capital
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Stage
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Total
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||||||||||||||||
Balances
at May 19, 2005
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash on
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||||||||||||||||||||
January
10, 2008 at $0.002 per share
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9,000,000 | 9,000 | 9,000 | - | 18,000 | |||||||||||||||
Common
stock issued for cash on
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||||||||||||||||||||
February
20, 2008 at $0.02 per share
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5,300,000 | 5,300 | 99,698 | - | 104,998 | |||||||||||||||
Net
loss for the year ended April 30, 2008
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- | - | - | (23,287 | ) | (23,287 | ) | |||||||||||||
Balances
at April 30, 2008
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14,300,000 | $ | 14,300 | $ | 108,698 | $ | (23,287 | ) | $ | 99,711 | ||||||||||
Shares
retired in the disposal of assets
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(4,000,000 | ) | (4,000 | ) | (34,703 | ) | - | $ | (38,703 | ) | ||||||||||
Common
stock issued for cash on February 27, 2009 at $0.0002 per
share
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5,000,000 | 5,000 | (4,000 | ) | - | $ | 1,000 | |||||||||||||
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Common
Stock issued for professional services on April 15, 2009
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1,625,000 | 1,625 | 1,161,875 | - | $ | 1,163,500 | ||||||||||||||
Common
Stock issued in acquisition of mining lease on April 15,
2009
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60,000,000 | 60,000 | 2,541 | - | $ | 62,541 | ||||||||||||||
Common
Stock issued for professional services on April 16, 2009
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2,010,500 | 2,010 | 1,465,655 | - | $ | 1,467,665 | ||||||||||||||
Shares
retired due to termination of consulting agreement
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(7,010,500 | ) | (7,010 | ) | (1,460,655 | ) | - | $ | (1,467,665 | ) | ||||||||||
Net
loss from discontinued operations for the year ended April 30,
2009
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- | - | - | (59,986 | ) | $ | (59,986 | ) | ||||||||||||
Net
loss from continuing operations for the year ended April 30,
2009
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- | - | - | (1,369,375 | ) | $ | (1,369,375 | ) | ||||||||||||
Balances
at April 30, 2009
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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
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400,000 | 400 | 399,600 | - | $ | 400,000 | ||||||||||||||
Shares
retired due to settlement agreement
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(32,500,000 | ) | (32,500 | ) | 32,500 | - | $ | - | ||||||||||||
Net
loss from continuing operations for the nine months ended January 31,
2010
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- | - | - | (486,896 | ) | $ | (486,896 | ) | ||||||||||||
Balances
at January 31, 2010 (unaudited)
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39,825,000 | $ | 39,825 | $ | 1,671,511 | $ | (1,939,544 | ) | $ | (228,208 | ) |
See
accompanying notes to financial statements
4
Management
Energy, Inc.
(An
Exploration Stage Company)
Notes
to Unaudited Financial Statements
NOTE 1 –
BACKGROUND, ORGANIZATION, AND BASIS OF PRESENTATION
Basis of
Presentation
The
unaudited financial statements have been prepared in accordance with the
instructions to Form 10-Q and Item 8-03 of Regulation
S-X. Accordingly, they do not include all footnote disclosures
required by accounting principles generally accepted in the United States of
America. These financial statements should be read in conjunction
with our audited financial statements and notes thereto for the year ended April
30, 2009 included in our Form 10-K filed with the SEC on August 13,
2009. The accompanying financial statements reflect all adjustments,
which, in the opinion of management, are necessary for a fair presentation of
our financial position, results of operations and cash flows for the interim
periods in accordance with accounting principles generally accepted in the
United States of America. The results for any interim period are not
necessarily indicative of the results for the entire fiscal year.
Organization
The
Company was initially incorporated in the State of Nevada on May 19, 2005, as
Inkie Entertainment Group, Inc., for the purpose of engaging in the production,
distribution and marketing of filmed entertainment products. On
January 15, 2008, the Company changed its name to Quantum Information, Inc. In
January 2009, the Company announced that it would transition out of the filmed
entertainment products business and into the coal business.
As part
of that transition, on January 14, 2009, the Company sold all of its assets to
Joel Klandrud, the Company’s former officer and director, in exchange for the
surrender to the Company by Mr. Klandrud of 4,000,000 shares of the Company’s
common stock, and the assumption by Mr. Klandrud all of the Company’s
liabilities. The Company also changed its name to MGMT Energy, Inc.
on February 5, 2009 and to Management Energy, Inc. on May 28, 2009 to better
reflect the Company’s business focus. See Note 7 – Discontinued
Operations for further discussion.
On April
13, 2009, the Company entered into a Contribution and Assignment Agreement (the
“Contribution Agreement”) with Carbon County Holdings, LLC, a Delaware limited
liability company (“CCH”), John P. Baugues, Jr., the Company’s former Chief
Executive Officer and director, The John Paul Baugues, Sr. Family Trust, the
beneficiaries of which are John P. Baugues, Jr. and his children (the
“Baugues Trust”), and Tydus Richards, the former Chairman of the Company’s board
of directors. Pursuant to the Contribution Agreement, CCH agreed to
contribute and assign to the Company all of CCH’s rights and obligations under
that certain Mining Lease, dated on or around January 16, 2009 (the “Bolzer
Lease”), between CCH, on the one hand, and Edith L. Bolzer and Richard L.
Bolzer, as lessors, on the other hand, for the purpose of mining and removing
coal from approximately 6,254 acres located in the vicinity of Bridger in Carbon
County, Montana (the “Bolzer Property”). In exchange for the
contribution and assignment of the Bolzer Lease, the Company agreed to issue to
each of Mr. Baugues, the Baugues Trust, and Mr. Richards, the sole members of
CCH, the number of shares of the Company’s Common Stock set forth opposite such
member’s name below.
Name of Member
|
Number of Shares
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|||
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 |
Under the
terms of the Bolzer Lease, the Company is required to pay to the lessors (1) a
minimum annual payment in an amount equal to $62,541 in each year during the
initial ten (10) year term of the Bolzer Lease, subject to increases in future
years (the “Minimum Annual Payment”) and (2) a royalty equal to 12.5% of the
gross proceeds on all coal mined from the Bolzer Property (the
“Royalty”). In addition, unless coal is mined from minerals owned by
the lessors, for each ton of coal mined from, stored on or transported across
the Bridger Property, the Company is required to pay a damage fee of $0.15 per
ton for such coal (the “Damage Fee”). In the event that the Royalty
and/or the Damage Fee in any year during the term exceeds twice the Minimum
Annual Payment, the Company is not required to make the Minimum Annual Payment
for that year.
5
The
Bolzer Lease is effective for a 10 year term. The Company has the
right to renew the Bolzer Lease for two additional 10 year terms upon at least
90 days written notice to the lessors prior to the expiration of the
then-current term. After 3 years from the effective date, the Company
has the right to terminate the Bolzer Lease, on any annual anniversary, upon 90
days prior written notice to the lessors and upon payment of all damage fees,
rentals and royalties accrued through the date of termination.
On
October 8, 2009, the Company entered into an agreement with Mr. Baugues, for the
development of coal mines in an area of Carbon County, Montana known as the
Bridger-Fromberg-Bear Mountain project. The project consists of 6,254
acres we have under lease and over 50,000 additional acres we are seeking to
lease. Under the terms of the agreement:
|
·
|
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.
|
On May
28, 2009, the Company completed a five-for-one stock split of the Company’s
common stock and an increase in the number of our authorized shares of common
stock to 300,000,000. The share and per-share information disclosed
within this Form 10-Q reflect the completion of this stock split.
Business
Overview
The
Company’s business plan is to engage in the exploration, extraction and
distribution of coal. The Company is currently considered to be an
exploration stage corporation because it is engaged in the search for coal
deposits and is not engaged in the exploitation of a coal
deposit. The Company has not engaged in the preparation of an
established commercially mineable coal deposit for extraction or in the
exploitation of a coal deposit. The Company will be in the exploration stage
until it discovers commercially viable coal deposits on the Bolzer Property or
any other property that the Company acquires, if ever. In an exploration stage
company, management devotes most of its activities to acquiring and exploring
mineral properties.
6
The
Company currently leases the Bolzer Property for the purpose of mining,
removing, marketing and selling coal. Further exploration will be
required before a final evaluation as to the economic feasibility of coal
extraction on the Bolzer Property can be determined. The Company has
done preliminary estimates of the surface seams on the Bolzer Property, and
intends to perform phase 1 drilling commencing in calendar year 2010 in order to
determine whether it contains a commercially viable coal deposit.
Going
Concern
The
Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America, and have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. The Company incurred a net loss of
$486,896 during the nine months ended January 31, 2010, and an accumulated
deficit of $1,939,544 since inception. The Company changed its principal
business to the coal business in early 2009, but has not yet established an
ongoing source of revenues sufficient to cover its operating costs and to allow
it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to cease
development of operations.
In order
to continue as a going concern, develop a reliable source of revenues, and
achieve a profitable level of operations the Company will need, among other
things, additional capital resources. Management’s plans to continue
as a going concern include raising additional capital through sales of common
stock and or a debt financing. However, management cannot provide any
assurances that the Company will be successful in accomplishing any of its
plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual
results could differ from those estimates.
Cash and
equivalents
Cash and
equivalents include investments with initial maturities of three months or
less. The Company maintains its cash balances at credit-worthy
financial institutions that are insured by the Federal Deposit Insurance
Corporation ("FDIC") up to $250,000. There were no cash equivalents
at January 31, 2010 or April 30, 2009.
Concentration of Credit
Risk
Financial
instruments and related items, which potentially subject the Company to
concentrations of credit risk are cash and cash equivalents. The
Company places its cash and temporary cash investments with credit quality
institutions. At times, such investments may be in excess of FDIC
insurance limits. As of January 31, 2010, there were no deposits in
excess of federally insured limits.
Fair Value of Financial
Instruments
The
Financial Accounting Standards Board (“FASB”) issued a standard on Disclosures
About Fair Value of Financial Instruments. The standard requires
disclosure of fair value information about financial instruments when it is
practicable to estimate that value. The carrying amounts of the Company’s
financial instruments as of January 31, 2010 approximate their respective fair
values because of the short-term nature of these instruments. Such
instruments consist of cash, accounts payable and accrued
expenses.
7
Income
Taxes
The
Company accounts for income taxes under the standards issued by the
FASB. Under those standards, deferred tax assets and liabilities are
recognized for future tax benefits or consequences attributable to temporary
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. A valuation allowance is provided for
significant deferred tax assets when it is more likely than not that such assets
will not be realized through future operations.
Equipment
Equipment
is recorded at cost and depreciated using straight line methods over the
estimated useful lives of the related assets. The Company reviews the
carrying value of long-term assets to be held and used when events and
circumstances warrant such a review. If the carrying value of a
long-lived asset is considered impaired, a loss is recognized based on the
amount by which the carrying value exceeds the fair market
value. Fair market value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk
involved. The cost of normal maintenance and repairs is charged to
operations as incurred. Major overhaul that extends the useful life
of existing assets is capitalized. When equipment is retired or
disposed, the costs and related accumulated depreciation are eliminated and the
resulting profit or loss is recognized in income.
Issuance of Shares for
Non-Cash Consideration
The
Company accounts for the issuance of equity instruments to acquire goods and/or
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
determinable.
The
Company's accounting policy for equity instruments issued to consultants and
vendors in exchange for goods and services follows the provisions of the
standards issued by FASB. The measurement date for the fair value of
the equity instruments issued is determined at the earlier of (i) the date at
which a commitment for performance by the consultant or vendor is reached or
(ii) the date at which the consultant or vendor's performance is
complete. In the case of equity instruments issued to consultants,
the fair value of the equity instrument is recognized over the term of the
consulting agreement.
Stock-Based
Compensation
In
December of 2004, the FASB issued a standard which applies to transactions in
which an entity exchanges its equity instruments for goods or services and also
applies to liabilities an entity may incur for goods or services that are based
on the fair value of those equity instruments. For any unvested
portion of previously issued and outstanding awards, compensation expense is
required to be recorded based on the previously disclosed methodology and
amounts. Prior periods presented are not required to be
restated. The Company adopted this standard as of January 1, 2006 and
applied the standard using the modified prospective method. The
Company has not issued any stock options.
Exploration-Stage
Company
The
Company is considered an exploration-stage company, having limited operating
revenues during the period presented, as defined by the FASB
standard. This standard requires companies to report their
operations, shareholders deficit and cash flows since inception through the date
that revenues are generated from management’s intended operations, among other
things. Management has defined inception as May 19,
2005. Since inception, and more particularly since commencing
business in January 2008, the Company has incurred a net loss of $1,939,544.
Much of this related to consultants and professional fees, as a means to
generate working capital. The Company’s working capital has been
generated through the sale of common stock and renting its camera
equipment. Management has provided financial data since May 19, 2005,
“Inception”, in the financial statements.
8
Net Loss Per
Share
The FASB
standard requires presentation of basic earnings or loss per share and diluted
earnings or loss per share. Basic income (loss) per share (“Basic
EPS”) is computed by dividing net income (loss) available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted earnings per share (“Diluted EPS”) is similarly
calculated using the treasury stock method except that the denominator is
increased to reflect the potential dilution that would occur if dilutive
securities at the end of the applicable period were exercised. There were no
potential dilutive securities as of January31, 2010 and 2009.
For the
|
For the
|
|||||||||||||||
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
January 31,
|
January 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
Income (Loss)
|
$ | (126,814 | ) | $ | (60,026 | ) | $ | (486,896 | ) | $ | (84,482 | ) | ||||
Basic
and Dilutive Net Loss From Continuing Operations Per Share
|
$ | (0.0032 | ) | $ | (0.0017 | ) | $ | (0.0055 | ) | $ | (0.0017 | ) | ||||
Basic
and Dilutive Net Income From Discontinued Operations Per
Share
|
$ | - | $ | (0.0027 | ) | $ | - | $ | (0.0043 | ) | ||||||
Weighted
average number of shares outstanding, basic and diluted
|
39,825,000 | 13,560,870 | 88,078,005 | 14,053,625 |
The
weighted average number of shares included in the calculation above are
post-split.
Recent Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board ("FASB") established the FASB
Accounting Standards Codification (the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the Securities
and Exchange Commission ("SEC") under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. The introduction
of the Codification does not change GAAP and other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on the our consolidated financial statements.
In May
2009, the FASB issued a standard on subsequent events. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). It requires an entity to
disclose the date subsequent events were evaluated and whether that evaluation
took place on the date financial statements were issued or were available to be
issued. It is effective for interim and annual periods ending after June 15,
2009. The Company has adopted the standard.
NOTE
3 – RELATED PARTY TRANSACTIONS
On
January 10, 2008 the Board authorized the issuance of common stock to two
Directors:
9
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
|
On
January 14, 2009, the Company sold all of its assets to Joel Klandrud, the
Company’s former officer and director, pursuant to an Asset Sale
Agreement. In exchange, Mr. Klandrud (1) surrendered to the Company
for cancellation 4,000,000 shares of the Company’s Common Stock, par value
$0.001 per share, and (2) assumed all of the Company’s
liabilities. See Note 7 – Discontinued Operations for
further discussion.
On
January 14, 2009, the Company entered into a Support Services Agreement with
Strands Management Company, LLC (“Strands”). Matt Szot, the Company’s
Chief Financial Officer, Treasurer, and Secretary, is the Chief Financial
Officer of Strands. David Walters, the Company’s Chief Executive
Officer and director, owns a 50% interest and is a managing member of
Strands. Under the Support Services Agreement, Strands will
provide the Company with financial management services, facilities and
administrative services, and other services as agreed by the
parties. Under the Support Services Agreement, the Company will pay
to Strands monthly cash fees of $16,667 for the services. On January
8, 2010, the Support Services Agreement was renewed for an additional twelve
months and the monthly cash fee increased to $17,500. The current
term of the Support Services Agreement expires January 8, 2011. On
April 2, 2009, the Company entered into Amendment #1 to the Strands
Agreement. Pursuant to the amendment, the Company agreed to issue to
Messrs. Walters and Szot and another principal of Strands an aggregate of
1,625,000 shares of the Company’s common stock as a retainer, in exchange for
Strands’ agreement to continue to provide services under the Support Services
Agreement. The Company incurred $150,836 and $16,667 under the terms
of the agreement for the nine months ended January 31, 2010 and 2009,
respectively, which is included in consulting expenses in the accompanying
statements of operations. As of January 31, 2010, $134,622 is
outstanding under the agreement.
On
January 14, 2009, the Company entered into a Placement Agency and Advisory
Services Agreement with Monarch Bay Associates (“Monarch
Bay”). Monarch Bay is a FINRA member firm. Under the
agreement, Monarch Bay will act as the Company’s placement agent on an exclusive
basis with respect to private placements of the Company’s capital
stock. David Walters, the Company’s Chief Executive Officer and
director, owns a 50% interest and is a managing member of Monarch
Bay. Pursuant the engagement letter, the Company is required to (1)
pay to Monarch Bay 3% of the gross proceeds of any financing from non-Monarch
Bay sources and issue to Monarch Bay warrants to purchase that number of shares
of our common stock equal to 3% of the number of shares of common stock
(including convertible securities) issued in such financing, and (2) pay to
Monarch Bay 5% of the gross proceeds of any financing from Monarch Bay sources
and issue to Monarch Bay warrants to purchase that number of shares of
our common stock equal to 5% of the number of shares of common stock
(including convertible securities) issued in such financing. The
Company did not incur any expenses under the terms of the agreement during the
nine months ended January 31, 2010.
On
January 9, 2009, the Company entered into an Acquisition Agreement (the
“Acquisition Agreement”) to acquire 100% of the ownership interests in Patoka
River Coal Company, LLC, a Delaware limited liability company (“PRCC”), Patoka
River Holdings, LLC, a Delaware limited liability company (“PRH”), and Carbon
County Holdings, LLC (PRCC, PRH and CCH are collectively referred to herein as
the “LLCs”) in exchange for the Company’s agreement to issue a total of
40,000,000 shares of the Company’s common stock to the owners of the LLCs, John
P. Baugues, Jr. (the Company’s former Chief Executive Officer and director), the
Baugues Trust, and TRX Capital, LLC, a California limited liability controlled
by Tydus Richards, the former Chairman of the Company’s board of
directors,. At that time, PRCC held an exclusive option to acquire
two parcels of land in fee simple, which option expired on January 26, 2009, and
CCH held certain leasehold mining rights. On March 31, 2009, the
Company entered into a Letter Agreement Regarding Termination of Acquisition
Agreement (the “Termination Letter”), pursuant to which the parties agreed to
terminate the Acquisition Agreement.
10
On April
13, 2009, the Company entered into the Contribution Agreement with Carbon County
Holdings, LLC, John P. Baugues, Jr., the Company’s former Chief Executive
Officer and director, the Baugues Trust, and Tydus Richards, the former Chairman
of the Company’s board of directors. Pursuant to the Contribution
Agreement, CCH agreed to contribute and assign to the Company all of CCH’s
rights and obligations under the Bolzer Lease in exchange for the issuance to
the members of CCH of, the number of shares of the Company’s Common Stock set
forth opposite such member’s name below.
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 |
On April
13, 2009, the Company entered into a Strategic Consulting Services Agreement
with Charles S. Leykum (the Company’s former Board Advisor). Pursuant
to the Consulting Agreement, the Company agreed to issue to Mr. Leykum (or Mr.
Leykum’s designees) an aggregate of 2,010,500 shares of the Company’s common
stock as a payment, in exchange for Charles S. Leykum’s agreement to provide
services under the Consulting Agreement. The Consulting Agreement had
a term of 24 months. The Company recorded the stock payment of
$1,467,665 as a prepaid expense on April 13, 2009 which reflected the numbers
shares issued multiplied by the closing trading price on the date of
issuance.
On July
13, 2009, the Company agreed to the termination of its Strategic Consulting
Services Agreement with Charles S. Leykum. In connection with the
termination of the agreement, Mr. Leykum and certain affiliated entities
surrendered 7,010,500 shares of the Company’s common stock for cancellation
and the parties agreed to a mutual release of all claims. The Company
treated the termination and cancellation of shares as a Type 1 subsequent event
because the termination provided information that led management to conclude
that the prepaid asset no longer had future economic
value. Accordingly, the termination of the Consulting Agreement and
the related cancellation of shares were recorded as of April 30,
2009. See Note 6 for further discussion.
Effective
July 10, 2009, John P. Baugues, Jr. resigned from the Board of Directors of the
Company and as the Company’s Chief Executive Officer.
On
October 8, 2009, the Company entered into an agreement with Mr Baugues, for the
development of coal mines in an area of Carbon County, Montana known as the
Bridger-Fromberg-Bear Mountain project. Under the terms of the
agreement:
|
·
|
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.
|
11
|
·
|
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.
|
On July
23, 2009, the Company entered into a stock purchase agreement with an accredited
investor controlled by Tydus Richards, the former Chairman of our board of
directors, for the sale of 400,000 shares of its common stock at a purchase
price of $1.00 per share. The sale closed on July 24,
2009.
On July
16, 2009, the Company entered into a Consulting Services Agreement with Lotus
Asset Management (“Lotus”) controller by Tydus Richards, the former Chairman of
our board of directors. Pursuant to the agreement, in consideration
for providing certain services to us, Lotus was entitled to a monthly fee in the
amount of $20,000. The agreement expired November 16,
2010. The Company incurred $80,000 under the terms of the agreement
for the nine months ended January 31, 2010, which is included in consulting
expenses in the accompanying statements of operations. As of January
31, 2010, no amounts were outstanding under the agreement.
During
the period from May 1, 2009 through January 31, 2010, Tydus Richards, the former
Chairman of our board of directors and shareholder, made payments totaling
$13,700 on behalf of the Company. The Company reimbursed Mr. Richards
$8,700 on September 3, 2009 and the remaining balance of $5,000 remains
outstanding.
NOTE
4 - COMMITMENTS AND CONTINGENCIES
Consulting
Agreements
The
Company has entered into consulting agreements for services to be provided to
the Company in the ordinary course of business. These agreements call
for expense reimbursement and various payments upon performance of
services. See Note 3 for further discussion.
Legal
There
were no legal proceedings against the Company.
Operating Leases
Commitments
Under the
terms of the Bolzer Lease, the Company is required to pay to the lessors (1) a
minimum annual payment in an amount equal to $62,541 in each year during the
initial ten (10) year term of the Bolzer Lease, subject to increases in future
years and (2) a royalty equal to 12.5% of the gross proceeds on all coal mined
from the Bridger Property. In addition, unless coal is mined from
minerals owned by the lessors, for each ton of coal mined from, stored on or
transported across the Bolzer Property, the Company is required to pay a damage
fee of $0.15 per ton for such coal. In the event that the Royalty
and/or the Damage Fee in any year during the term exceeds twice the Minimum
Annual Payment, the Company is not required to make the Minimum Annual Payment
for that year.
The
Bolzer Lease is effective for a 10 year term. The Company has the
right to renew the Bolzer Lease for two additional 10 year terms upon at least
90 days written notice to the lessors prior to the expiration of the
then-current term. After 3 years from the effective date, the Company
has the right to terminate the Bolzer Lease, on any annual anniversary, upon 90
days prior written notice to the lessors and upon payment of all damage fees,
rentals and royalties accrued through the date of termination.
The
future minimum lease payments associated with the Bolzer Lease for the fiscal
years ending April 30 are as follows:
12
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 |
NOTE
5 – ACCRUED EXPENSES
Accrued
expenses consist of the following:
January 31,
|
April 30,
|
|||||||
2010
|
2009
|
|||||||
Accrued Mining Lease | 62,541 | - | ||||||
Accrued
Consulting Fees
|
- | 66,668 | ||||||
Accrued
Audit Fees
|
2,000 | 3,000 | ||||||
Accrued
Legal Fees
|
- | 10,000 | ||||||
Accrued
Travel, Meals & Entertainment
|
- | 21,249 | ||||||
64,541 | 100,917 |
NOTE
6 – CAPITAL STOCK TRANSACTIONS
The
Company is authorized to issue up to 300,000,000 shares of its common stock, par
value $0.001 per share. At April 30, 2009, there were 71,925,000
shares issued and outstanding. At January 31, 2010, there were
39,825,000 shares issued and outstanding.
On May
28, 2009, the Company completed a five-for-one stock split of the Company’s
common stock and an increase in the number of our authorized shares of common
stock from 75,000,000 to 300,000,000.
On
January 10, 2008, 9,000,000 common shares were issued for cash at $0.002 per
share, realizing $18,000.
On
February 20, 2008, 5,300,000 common shares were issued for cash at $0.02 per
share, realizing $104,998.
On
January 14, 2009, the Company sold all of its assets to Joel Klandrud, the
Company’s former officer and director, pursuant to an Asset Sale
Agreement. In exchange, Mr. Klandrud (1) surrendered to the Company
for cancellation 4,000,000 shares of the Company’s Common Stock, par value
$0.001 per share, and (2) assumed all of the Company’s
liabilities. See Note 7 – Discontinued Operations for
further discussion.
On
January 27, 2009, the Company entered into a stock purchase agreement (the
“Leykum SPA”) with Charles S. Leykum, pursuant to which the Company agreed to
sell to Mr. Leykum 1,250,000 shares of the Company’s Common Stock, par value
$0.001, for an aggregate price of $250. The issuance and sale of the
shares of Common Stock to Mr. Leykum was subject to customary closing conditions
as set forth in the Leykum SPA. This issuance was subsequent to the
January 14, 2009 change in control and is considered to be founder’s
shares. These shares were issued on February 27, 2009. See
Note 3.
On
January 27, 2009, the Company entered into a stock purchase agreement (the
“Master Fund SPA”) with CSL Energy Master Fund, L.P., a Cayman Islands limited
partnership (“Master Fund”), pursuant to which the Company agreed to sell to
Master Fund 525,000 shares of the Company’s Common Stock, par value $0.001, for
an aggregate price of $105. The issuance and sale of the shares of
Common Stock to Master Fund was subject to customary closing conditions as set
forth in the Master Fund SPA. This issuance was subsequent to the
January 14, 2009 change in control and is considered to be founder’s
shares. These shares were issued on February 27, 2009. See
Note 3.
13
On
January 27, 2009, the Company entered into a stock purchase agreement (the
“Energy Fund SPA”) with CSL Energy Fund, L.P., a Delaware limited partnership
(“Energy Fund”), pursuant to which the Company agreed to sell to Energy Fund
3,225,000 shares of the Company’s Common Stock, par value $0.001, for an
aggregate price of $645. The issuance and sale of the shares of
Common Stock to Energy Fund was subject to customary closing conditions as set
forth in the Energy Fund SPA. This issuance was subsequent to the
January 14, 2009 change in control and is considered to be founder’s
shares. These shares were issued on February 27, 2009. See
Note 3.
On April
2, 2009, the Company entered into that certain Amendment #1 Support Services
Agreement, with Strands Management Company, LLC, David Walters, Matt Szot,
and another principal (the “Amendment”), which Amendment amends that certain
Support Services Agreement, dated as of January 8, 2009, between the Company and
Strands. Pursuant to the Amendment, the Company agreed to issue to
Messrs. Walters, Szot and another principal of Strands an aggregate of
1,625,000 shares of the Company’s common stock as a retainer, in exchange for
Strands’ agreement to continue to provide services under the Support Services
Agreement. The shares were issued on April 15, 2009, accordingly, the Company
recorded a stock based compensation charge of $1,163,500 which is included in
the statement of operations for the year ended April 30, 2009. See
Note 3.
As
discussed in Note 1 and Note 3, on April 13, 2009, the Company entered into the
Contribution Agreement with Carbon County Holdings, LLC, John P. Baugues, Jr.,
the Company’s former Chief Executive Officer and director, the Baugues Trust,
and Tydus Richards, the former Chairman of the Company’s board of
directors. Pursuant to the Contribution Agreement, CCH agreed to
contribute and assign to the Company all of CCH’s rights and obligations under
the Bolzer Lease in exchange for the issuance to the members of CCH of, the
number of shares of the Company’s Common Stock set forth opposite such member’s
name below.
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 |
The
Company has treated the 60,000,000 shares issued pursuant to the Contribution
Agreement as founder shares. The Company determined that the first
year lease payment of $62,541 was the best indicator of the cost of the
acquisition, accordingly, the issuance of the 60,000,000 founder shares were
recorded as a mining lease expense of $62,541 during the year ended April 30,
2009.
On April
13, 2009, the Company entered into a Strategic Consulting Services Agreement
with Charles S. Leykum. Pursuant to the agreement, the Company agreed
to issue to Mr. Leykum (or Mr. Leykum’s designess) an aggregate of 2,010,500
shares of the Company’s common stock as a payment, in exchange for Charles S.
Leykum’s agreement to provide services under the agreement. The
agreement had a term of 24 months. The Company recorded the stock
payment of $1,467,665 as a prepaid expense on April 13, 2009 which reflected the
numbers shares issued multiplied by the closing trading price on the date of
issuance.
On July
13, 2009, the Company agreed to the termination of its Strategic Consulting
Services Agreement with Charles S. Leykum. In connection with the
termination of the agreement, Mr. Leykum and certain affiliated entities
surrendered 7,010,500 shares of the Company’s common stock for cancellation and
the parties agreed to a mutual release of all claims. The Company
treated the termination and cancellation of shares as a Type 1
subsequent event because the termination provided information that led
management to conclude that the prepaid asset no longer had future economic
value. Accordingly, the termination of the agreement and the related
cancellation of shares were recorded as of April 30, 2009.
14
On July
23, 2009, the Company entered into a stock purchase agreement with an accredited
investor controlled by Tydus Richards, the former Chairman of our board of
directors, for the sale of 400,000 shares of its common stock at a purchase
price of $1.00 per share. The sale closed on July 24,
2009.
On
October 8, 2009, the Company entered into an agreement with Mr.
Baugues. Under the terms of the agreement, 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.
NOTE 7 –
DISCONTINUED OPERATIONS
On
January 14, 2009, the Company sold all of its assets to Joel Klandrud, the
Company’s former officer and Director. In exchange, Mr. Klandrud (1)
surrendered to the Company for cancellation 4,000,000 shares (800,000 pre-split)
shares of the Company’s Common Stock, par value $0.001 per share, and (2)
assumed all of the Company’s liabilities.
The
following schedule shows the assets and liabilities as of January 14,
2009:
Accounts
receivable
|
$ | 15,118 | ||
Prepaids
|
1,500 | |||
Property
and Equipment
|
22,085 |
The
Company’s loss from discontinued operations, for the nine months ended January
31, 2010 and 2009, totaled $0 and $60,986, respectively. The
Company’s loss from discontinued operations since inception through January 31,
2010, totaled $83,273. Prior year financial statements have been
restated to present the discontinued operations.
NOTE 8 –
SUBSEQUENT EVENTS
We failed
to make the January 2010 scheduled minimum annual payment of $62,541 under our
lease for Bolzer Property. Although, to date, we have not received a notice of
default from the lessor of the property, there is no assurance we will not
receive one in the future.
On March
8, 2010, the Company closed a note purchase agreement with an accredited
investor pursuant to which the Company sold a $50,000 convertible note in a
private placement transaction. In the transaction, the Company received proceeds
of $35,000 and the investor also paid $15,000 of consulting expense on behalf of
the Company. The convertible note is due and payable on December 31, 2010 with
an interest rate of 10% per annum. The note is convertible at the option of the
holder into our common stock at a fixed conversion price of $0.37, subject to
adjustment for stock splits and combinations.
15
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
In this
Quarterly Report on Form 10-Q, unless the context requires otherwise, “we,” “us”
and “our” refer to Management Energy, Inc., a Nevada corporation. The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operation provide information that we believe is relevant to an
assessment and understanding of our financial condition and results of
operations. The following discussion should be read in conjunction
with our financial statements and notes thereto included with this Quarterly
Report on Form 10-Q, and all our other filings, including Current Reports on
Form 8-K, filed with the Securities and Exchange Commission (“SEC”) through the
date of this report.
Forward
Looking Statements
This
Quarterly Report on Form 10-Q includes both historical and forward-looking
statements, which include information relating to future events, future
financial performance, strategies, expectations, competitive environment and
regulations. Words such as “may,” “should,” “could,” “would,”
“predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as
statements in future tense, identify forward-looking statements. Such
statements are intended to operate as “forward-looking statements” of the kind
permitted by the Private Securities Litigation Reform Act of 1995, incorporated
in Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). That legislation protects such predictive
statements by creating a “safe harbor” from liability in the event that a
particular prediction does not turn out as anticipated. Forward-looking
statements should not be read as a guarantee of future performance or results
and will probably not be accurate indications of when such performance or
results will be achieved. Forward-looking statements are based on
information we have when those statements are made or our management’s good
faith belief as of that time with respect to future events, and are subject to
risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking
statements. You should review carefully the section entitled “Risk
Factors” beginning on page 7 of our Annual Report on Form
10-K for a discussion of certain of the risks that could cause our actual
results to differ from those expressed or suggested by the forward-looking
statements.
The
inclusion of the forward-looking statements should not be regarded as a
representation by us, or any other person, that such forward-looking statements
will be achieved. You should be aware that any forward-looking
statement made by us in this Quarterly Report on Form 10-Q, or elsewhere, speaks
only as of the date on which we make it. We undertake no duty to update any of
the forward-looking statements, whether as a result of new information, future
events or otherwise. In light of the foregoing, readers are cautioned
not to place undue reliance on the forward-looking statements contained in this
Quarterly Report on Form 10-Q.
Overview
Management
Energy, Inc. acquires and develops coal mining projects in the U.S. to provide
coal to both domestic and foreign markets. We are currently
considered to be an exploration stage corporation because we are engaged in the
search for coal deposits and are not engaged in the exploitation of a coal
deposit. We will be in the exploration stage until we discover
commercially viable coal deposits on the Bolzer Property or any other property
that we acquire, if ever. In an exploration stage company, management devotes
most of its activities to acquiring and exploring mineral
properties.
We
currently are developing the Bridger-Fromberg-Bear Mountain project a coal
mining project in the vicinity of Bridger in Carbon County,
Montana. The project consists of 6,254 acres we have under
lease and over 50,000 additional acres we are seeking to lease.
Reserve
Estimates
The
project is still in the development stage and requires additional drilling and
study to establish reliable reserve estimates. Based on similar reserves in
proximity and related coal seams, our external consultants have assumed for
business planning purposes a reserve size of at least 200 million tons, a heat
rate of more than 11,000 Btu, and less than 1% sulfur. However, there
is no assurance that a commercially viable coal deposit exists on the project
site. Furthermore, there is no assurance that we will be able to
successfully develop the project or identify, acquire or develop other coal
properties that would allow us to profitably extract and distribute coal and to
emerge from the exploration stage.
16
Development
Strategy
Our
current strategy is to pursue the Bridger-Fromberg-Bear Mountain project with a
development partner. We believe the benefits of this strategy
include:
|
·
|
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.
|
In
October 2009, we entered into an agreement with a development partner for the
development of the Bridger-Fromberg-Bear Mountain Project. The
agreement provides that:
|
·
|
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.
|
To retain
its project rights, our development partner must meet certain milestones
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.
As we
execute our business plan in the fiscal year ending April 30, 2010, we expect to
incur a substantial amount of operating expenses that have not been incurred or
reflected in our historical results of operations, including: mining lease
expenses and expenses for personnel, operations, and professional fees. We also
expect that we will continue to incur stock based compensation charges in future
periods as we will likely issue equity awards as a form of compensation to
management and other professional service providers.
Results
of Operations
Three
Months Ended January 31, 2010, Compared to Three Months Ended January 31,
2009
Revenues
We have
only recently entered the coal business. Accordingly, we have not generated any
revenues from continuing operations. We do not expect to generate any
revenues until at least the fourth quarter of calendar year 2010.
17
Operating
Expenses
Operating
expenses from continuing operations totaled $126,814 for the three months ended
January 31, 2010 compared to $23,496 for the comparable period in the prior
year. The current period operating expenses primarily consist of
$62,541 of mining lease expenses, $50,834 of consulting fees, as well as $9,336
of other professional fees and $4,103 of other general and administrative
expenses. The prior period operating expenses primarily consist of
$16,667 of consulting fees, as well as $6,500 of other professional fees and
$329 of other general and administrative expenses.
We
changed our principal business to the coal business, and expect to continue to
incur operating expenses to pursue our business plan.
Gain (Loss) from
Discontinued Operations
On
January 14, 2009, we sold all of our assets to Joel Klandrud, our former officer
and director, pursuant to an Asset Sale Agreement. In exchange, Mr.
Klandrud (1) surrendered to us for cancellation 4,000,000 shares of our Common
Stock, par value $0.001 per share, and (2) assumed all of our
liabilities. We incurred losses from discontinued operations of
$36,530 for the three months ended January 31, 2009.
Results
of Operations
Nine
Months Ended January 31, 2010, Compared to Nine Months Ended January 31,
2009
Revenues
We have
only recently entered the coal business. Accordingly, we have not generated any
revenues from continuing operations. We do not expect to generate any
revenues until at least the fourth quarter of calendar year 2010.
Operating
Expenses
Operating
expenses from continuing operations totaled $486,896 for the nine months ended
January 31, 2010 compared to $23,496 for the comparable period in the prior
year. The current period operating expenses primarily consist of
$62,541 of mining lease expenses, $260,836 of consulting fees, as well as
$56,386 of other professional fees and $107,133 of other general and
administrative expenses. The prior period operating expenses
primarily consist of $16,667 of consulting fees, as well as $6,500 of other
professional fees and $329 of other general and administrative
expenses.
We
recently changed our principal business to the coal business, and expect to
continue to incur operating expenses to pursue our business plan.
Gain (Loss) from
Discontinued Operations
On
January 14, 2009, we sold all of our assets to Joel Klandrud, our former officer
and director, pursuant to an Asset Sale Agreement. In exchange, Mr.
Klandrud (1) surrendered to us for cancellation 4,000,000 shares of our Common
Stock, par value $0.001 per share, and (2) assumed all of our
liabilities. We incurred losses from discontinued operations of
$60,986 for the nine months ended January 31, 2009.
Liquidity
and Capital Resources
The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. As shown in the accompanying financial statements,
we incurred losses of $486,896 for the nine months ended January 31, 2010 and
have an accumulated deficit of $1,939,544 at January 31, 2010. At
January 31, 2010, we had cash and cash equivalents of $79 and no other
assets.
We have
not yet established a source of revenues to cover our operating costs and to
allow us to continue as a going concern. We do not expect to generate
any revenues until at least the fourth quarter of calendar year
2010. In order to continue as a going concern, develop a reliable
source of revenues, and achieve a profitable level of operations, we will need,
among other things, significant additional capital
resources. Accordingly, management’s plans to continue as a going
concern include raising additional capital through sales of common stock and
other securities.
18
The
business of exploring, extracting and distributing coal is capital
intensive. Execution of our business strategy will require
substantial capital investment in the short-term and in future
periods. We require capital for, among other purposes, identifying
and acquiring additional reserves and developing acquired reserves.
Our
current funding is not sufficient to continue our operations for the remainder
of the fiscal year ending April 30, 2010. Due to our insufficient
funding levels, we failed to make the January 2010 scheduled minimum annual
payment of $62,541 under our lease for Bolzer Property. Although, to
date, we have not received a notice of default from the lessor of the property,
there is no assurance we will not receive one in the future.
On March
8, 2010, we sold a $50,000 convertible note to an accredited investor in a
private placement transaction. In the transaction, we received
proceeds of $35,000 and the investor also paid $15,000 of consulting expense on
our behalf. The convertible note is due and payable on December 31, 2010 with an
interest rate of 10% per annum. The note is convertible at the option of the
holder into our common stock at a fixed conversion price of $0.37, subject to
adjustment for stock splits and combinations.
We will
require additional debt and/or equity financing to continue our operations and
meet our contractual commitments (including under the Bolzer Property
lease). We cannot provide any assurances that additional financing
will be available to us or, if available, may not be available on acceptable
terms.
If we are
unable to obtain adequate capital, we could be forced to cease or delay
development of our operations, sell assets or our business may
fail. In each such case, the holders of our common stock would
lose all or most of their investment.
Off-Balance
Sheet Arrangements
As of
January 31, 2010, we did not have any significant off-balance sheet
arrangements, as defined in Item 303 of Regulation S-K.
Critical
Accounting Policies and Estimates
Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses. These estimates and assumptions
are affected by management’s application of accounting policies. We
believe that understanding the basis and nature of the estimates is critical to
an understanding of our financials.
Use of
Estimates
The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual
results could differ from those estimates.
Issuance of Shares for
Non-Cash Consideration
The
Company accounts for the issuance of equity instruments to acquire goods and/or
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
determinable.
19
The
Company's accounting policy for equity instruments issued to consultants and
vendors in exchange for goods and services follows the provisions of the
standards issued by FASB. The measurement date for the fair value of
the equity instruments issued is determined at the earlier of (i) the date at
which a commitment for performance by the consultant or vendor is reached or
(ii) the date at which the consultant or vendor's performance is
complete. In the case of equity instruments issued to consultants,
the fair value of the equity instrument is recognized over the term of the
consulting agreement.
Recently
Issued Accounting Pronouncements
In June
2009, the FASB established the FASB Accounting Standards Codification (the
"Codification") as the source of authoritative accounting principles recognized
by the FASB to be applied by non-governmental entities in the preparation of
financial statements in conformity with GAAP. Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. The introduction of the Codification does not change GAAP and
other than the manner in which new accounting guidance is referenced, the
adoption of these changes had no impact on the our consolidated financial
statements.
In May
2009, the FASB issued a standard on subsequent events. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). It requires an entity to
disclose the date subsequent events were evaluated and whether that evaluation
took place on the date financial statements were issued or were available to be
issued. It is effective for interim and annual periods ending after June 15,
2009. The Company has adopted the standard.
In
September 2006, the FASB adopted a standard for fair value measurements. This standard
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. Specifically, this standard establishes that fair value
is a market-based measurement, not an entity specific measurement. As
such, the value measurement should be determined based on assumptions the market
participants would use in pricing an asset or liability, including, but not
limited to assumptions about risk, restrictions on the sale or use of an asset
and the risk of nonperformance for a liability. The expanded
disclosures include disclosure of the inputs used to measure fair value and the
effect of certain of the measurements on earnings for the period. The
adoption of this standard related to financial assets and liabilities did
not have a material impact on the Company's financial statements. We are
currently evaluating the impact, if any, that this standard may have on our
future financial statements related to non-financial assets and
liabilities.
In
October 2008, the FASB issued a standard for determining the fair value of a
financial asset when the market for that asset is not active. We have
concluded that the application of this standard did not have a material impact
on our financial position and results of operations as of and for the three and
nine months ended January 31, 2010.
Item
3. Quantitative
and Qualitative Disclosures about Market Risk.
None.
Item
4T. Controls
and Procedures.
Evaluation
of Disclosure and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
report (the “Evaluation Date”). Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were effective such that the
information relating to us required to be disclosed in our Securities and
Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and (ii) is
accumulated and communicated to management, including our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
20
Changes in Control Over Financial
Reporting
During
our most recent fiscal quarter, there has not occurred any change in our
internal control over financial reporting (as such term is defined in Rule
15d-15(f) under the Exchange Act) that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
PART
II
Item
1. Legal
Proceedings
None.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.
On March
8, 2010, we entered into a note purchase agreement with an accredited investor
pursuant to which we sold a $50,000 principal amount convertible note in
exchange for $50,000. The note is convertible at the option of the
holder into our common stock at a fixed conversion price of $0.37, subject to
adjustment for stock splits and combinations. Our securities were offered and
sold solely to an accredited investor in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
since the issuances did not involve a public offering, the recipient took the
securities for investment and not resale and we took appropriate measures to
restrict transfer.
Item
3. Defaults
Upon Senior Securities.
None.
Item
4. Submission
of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
No.
|
Description
|
|
Exhibit 31.1
|
Certification
by the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
Exhibit
31.2
|
Certification
by the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
Exhibit
32.1
|
Certification
by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
|
|
Exhibit
32.2
|
|
Certification
by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
|
21
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated:
March 19, 2010
|
Management
Energy, Inc.
|
By:
|
/s/ David
Walters
|
David
Walters, Chief Executive
Officer
|
By:
|
/s/ Matt
Szot
|
Matt
Szot, Chief Financial Officer
|
22
EXHIBIT
INDEX
No.
|
Description
|
|
Exhibit 31.1
|
Certification
by the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
Exhibit
31.2
|
Certification
by the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
Exhibit
32.1
|
Certification
by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
|
|
Exhibit
32.2
|
|
Certification
by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
|
23