Nevada
|
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)
|
(Former
name or former address, if changed since last
report)
|
¨ Large
accelerated filer
|
¨ Accelerated
filer
|
¨ Non-accelerated
filer
|
x Smaller
reporting company
|
PART I - FINANCIAL
INFORMATION
|
||
Page
|
||
Item
1.
|
Financial
Statements
|
|
Balance
Sheets – January 31, 2010 (Unaudited) and April 30, 2009
|
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
|
2
|
|
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
|
|
Statements
of Stockholders Equity (Unaudited) – For the Period Ended January 31,
2010
|
4
|
|
Notes
to Financial Statements
|
5
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
16
|
Financial
Condition and Results
|
16
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
20
|
Item
4T.
|
Controls
and Procedures
|
20
|
PART II - OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
21
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
21
|
Item
3.
|
Defaults
Upon Senior Securities
|
21
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
21
|
Item
5.
|
Other
Information
|
21
|
Item
6.
|
Exhibits
|
21
|
Signatures
|
22
|
January
31,
|
April
30,
|
|||||||
2010
|
2009
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
and Cash Equivalents
|
$ | 79 | $ | 900 | ||||
Total
Current Assets
|
79 | 900 | ||||||
Total
Assets
|
$ | 79 | $ | 900 | ||||
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 158,746 | $ | 41,295 | ||||
Accrued
Expenses
|
64,541 | 100,917 | ||||||
Due
to Affiliate
|
5,000 | - | ||||||
Total
Current Liabilities
|
228,287 | 142,212 | ||||||
Stockholders'
Equity (Deficit)
|
||||||||
Common
Stock, $0.001 par value, 300,000,000 shares authorized,
|
||||||||
39,825,000 shares
issued and outstanding at January 31, 2010 and,
|
||||||||
71,925,000
shares issued and outstanding at April 30, 2009
|
39,825 | 71,925 | ||||||
Additional
paid-in capital
|
1,671,511 | 1,239,411 | ||||||
Deficit
accumulated in the exploration stage
|
(1,939,544 | ) | (1,452,648 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
(228,208 | ) | (141,312 | ) | ||||
Total
Liabilities and Stockholders' Equity (Deficit)
|
$ | 79 | $ | 900 |
For the period
|
||||||||||||||||||||
of Inception,
|
||||||||||||||||||||
For the
|
For the
|
from May 19,
|
||||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
2005 through
|
||||||||||||||||||
January 31,
|
January 31,
|
January 31,
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
Expenses:
|
||||||||||||||||||||
Professional
Fees
|
$ | 9,336 | $ | 6,500 | $ | 56,386 | $ | 6,500 | $ | 108,186 | ||||||||||
Consulting
|
50,834 | 16,667 | 260,836 | 16,667 | 327,504 | |||||||||||||||
Mining
Lease
|
62,541 | - | 62,541 | - | 125,082 | |||||||||||||||
Stock
Based Compensation
|
- | - | - | - | 1,163,500 | |||||||||||||||
Other
General & Administrative
|
4,103 | 329 | 107,133 | 329 | 131,999 | |||||||||||||||
Total
Operating Expenses
|
126,814 | 23,496 | 486,896 | 23,496 | 1,856,271 | |||||||||||||||
Operating
Loss From Continuing Operations
|
$ | (126,814 | ) | $ | (23,496 | ) | $ | (486,896 | ) | $ | (23,496 | ) | $ | (1,856,271 | ) | |||||
Discontinued
operations
|
||||||||||||||||||||
Gain
(loss) from discontinued operations
|
- | (36,530 | ) | - | (60,986 | ) | (83,273 | ) | ||||||||||||
Net
Income (Loss)
|
$ | (126,814 | ) | $ | (60,026 | ) | $ | (486,896 | ) | $ | (84,482 | ) | $ | (1,939,544 | ) | |||||
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 |
For the period
|
||||||||||||
of Inception,
|
||||||||||||
For the
|
May 19,
|
|||||||||||
Nine Months Ended
|
2005 to
|
|||||||||||
January 31,
|
January 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Cash
Flows from Operating Activities
|
||||||||||||
Net
Loss from continuing operations
|
$ | (486,896 | ) | $ | (23,496 | ) | $ | (1,856,271 | ) | |||
Net
Gain (Loss) from discontinued operations
|
- | (60,986 | ) | (83,273 | ) | |||||||
Adjustments
to reconcile net loss to net
|
||||||||||||
cash
used in operating activities:
|
||||||||||||
Depreciation
expense
|
- | 1,178 | 1,479 | |||||||||
Stock
issued to acquire mining lease
|
- | - | 62,541 | |||||||||
Stock
Based Compensation
|
- | - | 1,163,500 | |||||||||
Change
in operating assets and liabilities:
|
||||||||||||
Accounts
Receivable
|
- | (14,118 | ) | (15,118 | ) | |||||||
Prepaids
|
- | - | (1,500 | ) | ||||||||
Accounts
Payable
|
117,451 | - | 158,746 | |||||||||
Accrued
expenses
|
(36,376 | ) | 22,667 | 64,541 | ||||||||
Net
Cash used in Operating Activities
|
(405,821 | ) | (74,755 | ) | (505,355 | ) | ||||||
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 | - | 523,998 | |||||||||
Borrowing
from Affiliate
|
5,000 | - | 5,000 | |||||||||
Repayment
of loan from officer
|
- | (1,750 | ) | - | ||||||||
Net
Cash provided by (used by) Financing Activities
|
405,000 | (1,750 | ) | 528,998 | ||||||||
Net
Increase (Decrease) in Cash
|
$ | (821 | ) | $ | (76,505 | ) | $ | 79 | ||||
Cash
at beginning of period
|
$ | 900 | $ | 76,697 | $ | - | ||||||
Cash
at end of period
|
$ | 79 | $ | 192 | $ | 79 | ||||||
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 | ) | |||||||
$ | - | $ | - | $ | - |
Accumulated
|
||||||||||||||||||||
Additional
|
Deficit During
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
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 | - | $ | - | ||||||||||||
Net
loss from continuing operations for the nine months ended January 31,
2010
|
- | - | - | (486,896 | ) | $ | (486,896 | ) | ||||||||||||
Balances
at January 31, 2010 (unaudited)
|
39,825,000 | $ | 39,825 | $ | 1,671,511 | $ | (1,939,544 | ) | $ | (228,208 | ) |
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.
|
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 |
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 |
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 |
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 |
|
·
|
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.
|
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*
|
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
|
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*
|