UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 FORM
10-Q
 
 [X]
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended December
31, 2009
 
 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 000-53723
 
 NOVO
ENERGIES CORPORATION
 (Exact
name of registrant as specified in its charter)
 
 Florida
                (State
      or other jurisdiction of
                Identification
      No.)
              65-1102237
                (I.R.S.
      Employer or organization)
 
 Europa Place
d'Armes, 750 Côte de Place d'Armes
 Suite 64,
Montréal Qc H2Y 2X8
 Canada
 (Address
of principal executive offices)  (Zip Code)
 
 (514)
840-3697
 (Registrant's
telephone number, including area code)
 
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x    
No o
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yeso No  x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See the
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
Accelerated Filer  o Accelerated
Filer  o Non-Accelerated
Filer  o Smaller Reporting
Company  x
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of February 1, 2010:  33,146,106
 
 
 
  
  PART
I - FINANCIAL INFORMATION
 
 SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
 
 We
are including the following cautionary statement in this Form 10-Q to make
applicable and take advantage of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statement made
by, or on behalf of ,us.  This 10-Q, press releases issued by us, and
certain information provided periodically in writing and orally by our
designated officers and agents contain statements which constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  The words “expect”, “believe”, “goal”, “plan”, “intend”,
“estimate”, and similar expressions and variations thereof used are intended to
specifically identify forward-looking statements. Where any such forward-looking
statement includes a statement of the assumptions or basis underlying such
forward-looking statement, we caution that assumed facts or basis almost always
vary from actual results, and the differences between assumed facts or basis and
actual results can be material, depending on the
circumstances.  Where, in any forward-looking statement, we, or our
management, expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished
  NOVO
      ENERGIES CORPORATION and SUBSIDIARY(FORMERLY
      ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES)(A
      DEVELOPMENT STAGE COMPANY)CONSOLIDATED
      BALANCE SHEETSASSETSDecember
      31,
                
                
                March
      31,2009
                
                
                2009(Unaudited)
                
                
                (Audited)CURRENT
      ASSETSCash
                
                $
                27,871TOTAL
      ASSETS
                
                $
                27,871
                
                
                $
                -LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)CURRENT
      LIABILITIESNote
      Payable
                
                $
                211,311Accounts
      Payable
                
                
                109,646Accrued
      Interest
                
                
                3,989Accrued
      Professional Fees
                
                
                117,175
                
                
                $
                10,634Related
      party payablesAccrued
      Rent
                
                
                58,500Accrued
      Consulting
                
                
                114,000Accrued
      Salaries and Taxes
                
                
                162,119
                
                
                
                70,000Accrued
      Travel and Entertainment
                
                
                47,085Due
      to Chairman and CEO
                
                
                214,441
                
                
                
                31,120Total
      Related Party Payables
                
                
                596,145
                
                
                
                101,120Total
      current liabilities
                
                $
                1,038,266
                
                
                $
                111,754STOCKHOLDERS'  (DEFICIT)Common
      stock, par value $0.00001; 1,000,000,000 sharesauthorized,  25,849,787
      and 17,152,338 issued andoutstanding
      at December 31, 2009 and March 31, 2009,respectively
                
                
                258
                
                
                
                172Additional
      paid-in capital
                
                
                9,902,810
                
                
                
                8,734,231Accumulated
      deficit from prior operations
                
                
                (8,521,904
                )
                
                
                (8,521,904
                )Accumulated
      deficit during development stage
                
                
                (2,391,559
                )
                
                
                (324,253
                )Total
      Stockholders' Equity (Deficit)
                
                
                (1,010,395
                )
                
                
                (111,754
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                27,871
                
                
                
                -
  NOVO
      ENERGIES CORPORATION and SUBSIDIARY(FORMERLY
      ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES)(A
      DEVELOPMENT STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF OPERATIONSPeriod
      from inceptionof
      DevelopmentThree
      Months Ended
                
                
                Nine
      Months Ended
                
                
                (October
      7, 2008)December
      31,
                
                
                December
      31,
                
                
                to
      December 31,2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009OPERATING
      EXPENSESGeneral
      and Administrative
                
                $
                823,745
                
                
                $
                19,000
                
                
                $
                1,708,082
                
                
                $
                258,063
                
                
                $
                2,032,335Research
      and Development
                
                
                253,601
                
                
                
                
                
                
                
                349,624
                
                
                
                
                
                
                
                349,624Interest
      Expense
                
                
                9,600
                
                
                
                
                
                
                
                9,600
                
                
                
                
                
                
                
                9,600Total
      Expenses
                
                
                1,086,946
                
                
                
                19,000
                
                
                
                2,067,306
                
                
                
                258,063
                
                
                
                2,391,559LOSS
      FROM CONTINUING OPERATIONS
                
                
                (1,086,946
                )
                
                
                (19,000
                )
                
                
                (2,067,306
                )
                
                
                (258,063
                )
                
                
                (2,391,559
                )DISCONTINUED
      OPERATIONS (NET OF TAXES)Loss
      from discontinued operations (net of tax of $0)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (280,037
                )Gain
      on disposal of discontinued operations (net tax of $0)Income
      (loss) from discontinued operations
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (280,037
                )NET
      LOSS
                
                $
                (1,086,946
                )
                
                $
                (19,000
                )
                
                $
                (2,067,306
                )
                
                $
                (538,100
                )
                
                $
                (2,391,559
                )NET
      LOSS PER SHARE (BASIC AND DILUTED)Continuing
      operations
                
                $
                (0.05
                )
                
                $
                (0.00
                )
                
                $
                (0.11
                )
                
                $
                (0.02
                )
                
                $
                (0.14
                )Discontinued
      operations
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (0.02
                )Total
                
                $
                (0.05
                )
                
                $
                (0.00
                )
                
                $
                (0.11
                )
                
                $
                (0.04
                )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                
                
                20,135,153
                
                
                
                14,162,859
                
                
                
                18,582,491
                
                
                
                14,125,081
                
                
                
                16,834,065
 
 
 
 NOVO
      ENERGIES CORPORATION and SUBSIDIARY(FORMERLY
      ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES)(A
      DEVELOPMENT STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF CASH FLOWSPeriod
      from Inceptionof
      Development(October
      7, 2008)For
      the Nine Months Ended December 31,
                
                
                to
      December 31,2009
                
                
                2008
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                
                $
                (2,067,306
                )
                
                $
                (538,100
                )
                
                $
                (2,391,559
                )Loss
      from Discontinued Operations
                
                
                
                
                
                
                361,600Adjustments
      to reconcile net loss to cash provided byoperating
      activities:Stock
      based compensation
                
                
                996,240
                
                
                
                70,000
                
                
                
                1,296,240Note
      payable discount amortization
                
                
                5,611
                
                
                
                
                
                
                
                5,611Discontinued
      operationsContinuing
      operationsCash
      used in operating activities-continuing operations:Related
      party payable
                
                
                495,025
                
                
                
                106,500
                
                
                
                508,645Accrued
      expenses
                
                
                220,176
                
                
                
                
                
                
                
                230,809Cash
      used in operating activities-discontinued operations:Cash
      provided by (used in) operating activities
                
                
                (350,254
                )
                
                
                -
                
                
                
                (350,254
                )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of Common Stock
                
                
                136,125
                
                
                
                
                
                
                
                136,125Cash
      provided by financing activities
                
                
                242,000
                
                
                
                -
                
                
                
                242,000Cash
      provided by financing activities
                
                
                378,125
                
                
                
                
                
                
                
                378,125INCREASE
      IN CASH
                
                
                27,871
                
                
                
                -
                
                
                
                27,871CASH,  BEGINNING
      OF PERIOD
                
                
                -
                
                
                
                -
                
                
                
                -CASH,
      END OF PERIOD
                
                $
                27,871
                
                
                $
                -
                
                
                $
                27,871SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:NONE
  
  NOVO
ENERGIES CORPORATION and SUBSIDIARY
 (FORMERLY
ATLANTIC WINE AGENCIES, INC. AND SUBSIDIARIES)
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 (unaudited)
 
 NOTE A –
BASIS OF PRESENTATION, NATURE OF BUSINESS AND GOING CONCERN
 
 Basis of
Presentation
 
 The
accompanying consolidated condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary in order to make
the financial statements not misleading have been included.  Results
for the nine months ended December 31, 2009 are not necessarily indicative of
the results that may be expected for the year ending March 31,
2010.  For further information, refer to the financial statements and
footnotes thereto included in the Novo Energies Corporation annual report on
Form 10-KSB for the year ended March 31, 2009.
 
 Nature of
Business
 
 Novo
Energies Corporation (“Novo”) is engaged in the development of green energy
solutions.  Novo is entering the business of transforming plastic and
tire wastes into liquid fuel including but not limited to diesel, gasoline and
fuel additives. It intends to utilize a process involving thermolysis and
gasification among other technologies to produce low carbon fuels and fuel
additives.  Novo’s low capacity equipment can be installed near waste
streams where there is a minimum of 15 tons/day of plastic and/or tire
waste.
 
 Novo
formerly known as Atlantic Wine Agencies, Inc. (“Atlantic”) is organized under
the laws of the State of Florida.  Atlantic had vineyards and a winery
in South Africa.  The operations of Atlantic were spun-out to the
stockholders in September 2008, and a change of control occurred on October 7,
2008 at which time the Company considered itself a Development Stage
Company.  The Company changed its name to Novo Energies Corporation on
June 8, 2009.  The 2008 Financial Statements have been reclassified to
give effect to the discontinued operations.
 
 On July
30, 2009, the Company formed its first wholly owned subsidiary - WTL Renewable
Energy, Inc. (“WTL”). WTL was established as a Canadian Federal Corporation
whose business plan is to plan, build, own, and operate renewable energy plants
throughout North America.
 
 Going
Concern
   
 NOTE B –
CHANGE OF CONTROL
  Lusierna Asset Management Ltd.
(“Lusierna”), as agent for a group of shareholders, has obtained a controlling
interest in the Company’s common shares. Lusierna is an affiliate of Antonio
Treminio who became the Company’s new sole Director, President, Chief Executive
Officer and Chief Financial Officer on October 7, 2008.  Lusierna, as
agent, obtained an interest in approximately 50% of the Company’s common stock
pursuant to a stock purchase agreement between Lusierna and Sapphire Development
Ltd., Crazson Properties, Ltd. and Fairhurst Properties S.A. (“the
Sellers”).  Under the Share Purchase Agreement, the Sellers sold
6,930,258 shares of the Company’s common stock in exchange for
$200,000.
 
  
  NOVO
ENERGIES CORPORATION and SUBSIDIARY
 (FORMERLY
ATLANTIC WINE AGENCIES, INC. AND SUBSIDIARIES)
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 (unaudited)
 
  NOTE C–
RECENT ACCOUNTING PRONOUNCEMENTS
 
 Effective
January 1, 2009, the Accounting Standards Codification (“ASC”) became FASB’s
official recognized source of authoritative U.S. generally accepted accounting
principles applicable to all public and non-public non-governmental entities,
superseding existing FASB AICPA, EITF and related literature.  Rules
and interpretive releases of the SEC under the authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants.  All
other accounting literature is considered non-authoritative. The switch to the
ASC affects the way companies refer to U.S. GAAP in financial statements and
accounting policies.  Citing particular content in the ASC involves
specifying the unique numeric path to the content through the Topic, Subtopic,
Section and Paragraph structure. The codification is effective for interim and
annual periods ending after September 15, 2009.  Its adoption had
minimal impact on our results.
 In May
2009, the FASB issued SFAS No. 165, Subsequent Events,codified
under ASC Topic 855. SFAS No. 165 is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  The Company evaluated events between the end of the
most recent quarter, December 31, 2009 and February 18, 2010, the date the
consolidated financial statements were available to be issued and no additional
disclosures were deemed necessary.
 
 NOTE D -
SIGNIFICANT ACCOUNTING POLICIES
 
 Net Loss Per Common
Share
 The
Company computes per share amounts in accordance with ASC Topic 260, “Earnings
per Share.”  Earnings per share (EPS) requires presentation of basic
and diluted EPS.  Basic EPS is computed by dividing the income (loss)
available to Common Stockholders by the weighted-average number of common shares
outstanding during the periods, however, no potential common shares are included
in the computation of any diluted per share amounts when a loss from continuing
operations exists.  During the period ended December 31, 2009,
unvested common shares in the amount of 2,833,336 issued for future consulting
and employment contracts were excluded from the EPS calculation as they are not
considered issued for accounting purposes.
  NOTE E -
USE OF ESTIMATES
 
 The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.
 
 NOTE F -
RELATED PARTY PAYABLE
 
 At
December 31, 2009, the related party payables of $596,145 represents the unpaid
salary and taxes to the Chief Executive Officer of $162,119, expenses paid by
the Chief Executive Officer on behalf of the company aggregating $214,441,
compensation due other consultants $114,000 and expenses advanced by other
shareholders in the amount of $47,085, primarily to travel related
expenses.  Additionally, included in related party payables is $58,500
for unpaid rent payable to Lusierna Asset Management, Ltd., a company controlled
by the Chief Executive Officer.
 
 NOTE G
–  NOTE PAYABLE
 
 On
November 1, 2009, the Company issued a $242,000 promissory note maturing on
October 31, 2010.  The note bears interest at the rate of 10% per
annum and is payable at maturity.  The face amount of the note plus
accrued interest is convertible into unregistered common stock of the company at
the lesser of 100% of the volume weighted average price (“VWAP”) of common stock
as reported by Bloomberg L.P. on the day prior to the conversion date and a 15%
discount to the lowest daily closing “VWAP” of common stock during the five days
prior to the conversion date.  The Company in accordance with EITF
98-5 and 00-27 utilized the Market approach to value the debt instrument and
concluded that a beneficial conversion feature exists since the effective
conversion price of shares was less than the stock price at commitment
date.  The 15% discount created a beneficial conversion feature at the
commitment date aggregating $36,300 which is being accreted monthly from the
issuance date of the promissory note through maturity and is being recorded as
additional interest expense.   Accordingly, at December 31, 2009,
the loan balance is $211,311, net of the discount $30,689 and amortized discount
of $5,611 which has been charged to interest expense.
 
  
  NOVO
ENERGIES CORPORATION and SUBSIDIARY
 (FORMERLY
ATLANTIC WINE AGENCIES, INC. AND SUBSIDIARIES)
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 (unaudited)
 
 NOTE H -
STOCKHOLDERS’ EQUITY
  On May 1,
2009, the Company issued 3,000,000 shares of its common stock to Andre L’Heureux
as President of the Company in connection with his employment
contract.  The shares vest at the rate of 83,333 per month over a
three year period.  The shares were valued at $0.10 per
share.  Accordingly, stock based compensation in the amount of $66,667
has been recognized.
 
 On May 1,
2009, the Company entered into a consulting agreement with JMR Holdings, Inc. to
assist the Company in developing a business strategy, an acquisition strategy,
and a sales and marketing strategy.  In connection with the agreement,
the Company issued 3,000,000 shares of its common stock at $0.10 per share which
was to vest at the rate of 83,333 per month over a three year
period.  The above agreement was amended on December 1, 2009 with
immediate vesting of all issued shares. Accordingly, stock based compensation in
the amount of $300,000 has been recognized.
 
 On May 1,
2009, the Company entered into an agreement with Jeffrey Wolin to provide
managerial consulting service. In connection with the agreement, the Company
issued 450,000 shares which will vest at the rate of 12,500 shares per
month.  The shares were valued at $0.10 per
share.  Accordingly, stock based compensation in the amount of $10,000
has been recognized. On December 1, 2009, this agreement was amended to award
50,000 shares per month effective January 1, 2010.  Mr. Wolin shall
now receive a total of 1,575,000 shares for the entire 3 year duration of the
contract.
 
 On May 1,
2009, the Company entered into an agreement with William Rosenstadt and Steven
Sanders to assist the Company in developing business strategy, acquisition
strategy, sales and marketing strategies, and other services mutually agreed to
between the consultants and the Company.  The agreement calls for the
issuance of 499,038 shares of common stock for the period May 1, 2009 to April
30, 2010.  To date, 450,000
shares have been issued at $0.10 per share.  Accordingly, stock based
compensation in the amount of $32,452 has been recognized.
 
 On May 1,
2009, the Company entered into a three year consulting agreement with ELSO
Investment Corporation to assist the Company in developing an acquisition
strategy and structure outside North America and other services mutually agreed
to by the Company and ELSO Investment Corporation.  In connection with
the agreement, the Company issued 900,000 shares of its common stock at $0.10
per share.  The shares vest at the rate of 25,000 shares per
month.  On December 19, 2009, this agreement was amended
with immediate vesting of all issued shares. Accordingly, stock based
compensation in the amount of $90,000 has been recognized.
  On June
23, 2009, the Board of Directors approved a 3-for-1 forward stock
split.  Accordingly, all share and per share amounts have been
retroactively adjusted.
  On July
1, 2009, the Company entered into a consulting agreement with The Group Marcel
Tremblay to provide consulting services relating to sales and business
strategies in connection with the agreement that the Company issue 25,000 shares
of its common stock at $1.00 per share which will vest at the rate of $2,083 per
month over a 12 month period.  The Company issued 200,000 warrants
valued at $0.982 per warrant
also to be vested over a 12 month period at $16,366 per
month.  Accordingly, stock based compensation in the amounts of
$12,500 and $98,200, respectively, have been recognized. The shares and the
warrants have not yet been issued but are included in outstanding shares. 
In
January 2010, the Company amended the agreement effective February 1, 2010 to
cancel and replace the Warrants with 360,000 shares of its common stock at $1.00
per share.  The shares will vest over a 36 month
period.  The Company also amended the monthly retainer from $3,000 per
month to $2,500 per month effective February 1, 2010.
 
 On July
1, 2009, the Company entered into a consulting agreement with Jenkins Hill
International and its CEO, former US Congressman W. Curt Weldon, to provide
business and sales strategies in connection with the agreement that the Company
issue 250,000 shares of its common stock at $1.00 per share which will vest at
the time of issue.  Accordingly, stock based compensation in the
amount of $250,000 has been recognized.  These shares have not yet
been issued but have been included in outstanding shares.
 
 On July
8, 2009, the Company sold, under a private placement agreement, 229,000 units
consisting of one share of common stock and one warrant for every two shares
sold.  The units were sold at $0.35 per unit resulting in $80,150 paid
to the Company.  The warrants were valued at $.028 per unit using a
modified binomial analysis and classified as additional paid in
capital.
 
 On July
15, 2009, the Company entered into a consulting agreement with Faisal Farooq
Butt to provide consulting services relating to corporate strategies as well as
sales and marketing strategies for an eighteen month period beginning July 15,
2009.  In connection with the agreement, the Company will issue
200,000 shares of its common stock at $.93 per share.  The shares will
vest over an 18 month period.  Accordingly stock based compensation in
the amount of $56,832 has been recognized.  On December 1, 2009, this
contract was amended to award 50,000 shares per month effective January 1, 2010
and extended for an additional 30 months.  Mr. Butt will now receive a
total of 1,566,666 shares over the term of the contract.  In
connection with the agreement, the Company will provide a retainer of $3,000 per
month effective July 1, 2009 and $4,500 per month when the Company completes a
successful private placement of $3,000,000.
  Effective
August 15, 2009, the Company entered into a consulting agreement with Rubenstein
Investor Relations, Inc. to provide consulting services with respect to matters
concerning the financial and investment communities for a minimum of six
months.  In addition to a monthly fee, the Company issued 200,000 five
year warrants, exercisable at $.40 per share. The warrants were valued using a
Black- Scholes-
   
  NOVO
ENERGIES CORPORATION and SUBSIDIARY
 (FORMERLY
ATLANTIC WINE AGENCIES, INC. AND SUBSIDIARIES)
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 (unaudited)
 
 NOTE H -
STOCKHOLDERS’ EQUITY (CONTINUED)
  Merton
Option pricing model at $0.271 per share and accordingly, stock based
compensation in the amount of $40,589 has been recognized.
 On
November 1, 2009, the company entered into a consulting agreement with Philippe
Germaine to provide consulting services in Investor Relations. In connection
with the agreement, the Company will provide a monthly retainer of $3,000 per
month, and issue 15,000 shares of its common stock per month.  In
addition, Mr. Germaine received a cash signing bonus of $9,000.  In
connection with the agreement, stock based compensation in the amount of $9,000
was recorded based upon average share prices ranging from $.17 to $.41 during
the period.
 
 Effective
October 23, 2009, the Company entered into an employment agreement with Hakim
Zahar as the President of the Company.  The agreement calls for a base
salary of $10,000 per month with payments starting November 15,
2009.  The executive shall receive a minimum of 50,000 of the
Company’s common stock shares per month starting on the effective date of this
agreement.  This agreement can be terminated by either party at
will.  In accordance with the terms of the contract, stock based
compensation in the amount of $30,000 has been recognized based on the average
share prices ranging from $.17 to $.41 during the period.
 
 Between
October 22, 2009 and November 4, 2009, the Company sold, under private placement
agreements to four different individuals, 159,929 units consisting of one share
of common stock and one warrant for every two shares sold.  The units
were sold at $0.35 per unit resulting in $55,975 proceeds to the
Company.  The warrants were valued at approximately $.012 per unit
using a modified binomial analysis and classified as additional paid in capital. 
 At
December 31, 2009,  897,454 common shares are included in outstanding
shares although not yet issued.
  NOTE I -
COMMITMENTS AND CONTINGENCIES
 
 On April
1, 2009, the Company entered into a lease with Lusierna Asset Management Ltd.
which is controlled by the Chief Executive Officer.  The lease is for
a period of one year commencing April 1, 2009 with a monthly rent of
$6,500.
 
 On May 1,
2009, the Company entered into a three year consulting agreement with Elso
Investment Corporation to assist the company in developing an acquisition
strategy and structure outside of North America and other services mutually
agreed to by the Company and Elso Investment Corporation.  In
connection with the agreement, the Company issued 900,000 shares of its common
stock valued at $0.10 per share on May 8, 2009.
  On May 1,
2009, the Company executed an employment agreement with Andre L’Heureux to be
the Company’s President and Chief Operating Officer.  The agreement
commenced immediately and can be terminated by either party upon written
notice.  The agreement calls for a base salary of $6,500 per month effective
August 1, 2009 and the issuance of 3,000,000 shares at $0.10 per share of the
Company’s common stock which vests over a 36 month period.  The
executive will also participate in a Company stock option plan.  The
individual has since resigned the positions of President and Chief Operating
officer and accepted employment as the company’s Chief Technical
Officer.  All terms and conditions of the previous agreement remain in
place.
  
 
 NOVO
ENERGIES CORPORATION and SUBSIDIARY
 (FORMERLY
ATLANTIC WINE AGENCIES, INC. AND SUBSIDIARIES)
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 (unaudited)
 
 NOTE I -
COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
 
 On May 1,
2009, the Company entered into a consulting agreement with JMR Holdings, Inc. (a
company controlled by Mr. Daniel Rinquet, VP of Strategic Planning) to assist
the company in developing a business strategy, an acquisition strategy, and a
sales and marketing strategy. The agreement provides for a monthly retainer
of $6,500 effective May 1, 2009 and the issuance of 3,000,000 shares at $0.10
per share of the Company’s common stock which will vest over a 36 month
period.  Said agreement was amended on December 1, 2009 with immediate
vesting of all shares.
 
 On May 1,
2009, the Company entered into an agreement with Jeffrey Wolin to provide
managerial consulting services.  The agreement provides for a monthly
retainer of $2,500 effective July 1, 2009 and the issuance of 450,000 shares at
$0.10 per share which vest over a 36 month period.  On December 1, 2009,
this agreement was amended to award 50,000 shares per month effective January 1,
2010.  Mr. Wolin shall now receive a total of 1,575,000 shares for the
entire 3 year duration of the contract.
 
 On May 1,
2009, the Company entered into an agreement with William Rosenstadt and Steven
Sanders to assist the Company in developing business strategies, acquisition
strategies, sales and marketing strategies and other
services as mutually agreed to between consultant and Company.  The
agreement calls for the issuance of 499,038 shares of common stock for the
period May 1, 2009 to April 30, 2010.  On May 8, 2009, 450,000 shares
were issued and valued at $0.10 per share.
 
 On June
29, 2009, the Company entered into a consulting agreement with Jenkins Hill
International and its CEO, former US Congressman W. Curt Weldon, to provide
business and sales strategies.   The agreement provides for a
retainer of $10,000 upon execution of the agreement, $3,000 per month for the
period July 1, 2009 to December 31, 2009, $5,000 per month for the period
January 1, 2010 to June 30, 2010, and the issuance of 250,000 shares of the
Company’s common stock.
 
 On July
1, 2009, the Company entered into a consulting agreement with the Group Marcall
Tremblay, to provide consulting services relating to sales and business
strategies.  The original agreement provides for a monthly
retainer of $3,000 per month for the period July 1, 2009 to December 31, 2009
and $5,000 per month for the period January 1, 2010 to June 1, 2010, the
issuance of 25,000 shares of the Company’s common stock, the issuance of 200,000
warrants with an exercise price of $0.35 per share, a 5% perpetual royalty based
upon income received from all operations, and 10% of all cash received by the
Company from direct investment made as a result of introduction and the company
will pay $2 per ton on all raw material contracts.  In
January 2010, the Company amended the agreement effective February 1, 2010,
retroactive to July 1, 2009, to cancel and replace the warrants with 360,000
shares of its common stock at $1.00 per share, retroactive to July 1,
2009.  The shares will vest over a 36 month period.  The
Company also amended the monthly retainer from $3,000 to $2,500 per month
effective February 1, 2010 with no further increase until the Company has a
successful capital raise.
 
 On July
1, 2009, the Company entered into a consulting agreement with Faisal Farooq Butt
to provide consulting service relating to corporate strategies as well as sales
and marketing strategies for the period July 1, 2009 to December 31,
2010.  In connection with the agreement, the company will provide a
retainer of  $3,000  per  month  effective  July  1,
2009  and  $4,500  per  month  when
the Company  completes  a successful private placement in
excess of $3,000,000.  The agreement also provides for the issuance of
200,000 shares of the Company’s common stock to vest pro rata over 18 months. On
December 1, 2009, this contract was amended to award 50,000 shares per month
effective January 1, 2010 and extended for an additional 30
months.  Mr. Butt will now receive a total of 1,566,666 shares over
the term of the contract.
 
 On July
10, 2009, the Company entered into an employment agreement with its Chief
Executive Officer with an effective date of September 22, 2008, which can be
terminated by either party for any reason at will.  The agreement
calls for a monthly salary of $10,000.
  On
November 1, 2009, the company entered into a consulting agreement with Philippe
Germaine to provide consulting services in Investor Relations. In connection
with the agreement, the Company will provide a monthly retainer of $3,000 per
month, and issue 15,000 of its common shares per month.
 
 Effective
October 23, 2009, the Company entered into an employment agreement with Hakim
Zahar as the President of the Company.  The agreement calls for base
salary of $10,000 per month with first payment starting
November 15, 2009.  The executive shall receive a minimum of 50,000
shares of the Company’s common stock per month starting on the effective date of
this agreement.  This agreement can be terminated by either party at
will.
  In
October 2009, the Company entered into an agreement with Colorado Tire
Recycling, LLC for the purchase and sale of tire derived fuel
chips.  The agreement is for 5 years effective January 1, 2010 with a 5 year
extension option.  The initial payment of $20,000 was due December 1,
2009 and was contingent upon the completion of due diligence which has not yet
occurred
 
 
  
  NOVO
ENERGIES CORPORATION and SUBSIDIARY
 (FORMERLY
ATLANTIC WINE AGENCIES, INC. AND SUBSIDIARIES)
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 (unaudited)
 
 NOTE J -
SUBSEQUENT EVENTS
 
 On
January 21, 2010, the Company owed its Chief Executive Officer $376,560 for
salary and expenditures paid by him on behalf of the company.  The
company and its President and Chief Executive Officer mutually agreed to
formalize a portion of the debt and issued a $279,656 promissory note maturing
on January 21, 2012.  The note bears interest at the rate of 10% per
annum and is payable at maturity.  The face amount of the loan plus
accrued interest is convertible into unregistered common stock of the company at
the lesser of 100% of the volume weighted average price (“VWAP”) of common stock
as reported by Bloomberg L.P. on the day prior to the conversion date and a 15%
discount to the lowest daily closing “VWAP” of common stock during the five days
prior to the conversion date.  The Company in accordance with EITF
98-5 and 00-27 utilized the Market approach to value the debt instrument and
concluded that a beneficial conversion feature exists since the effective
conversion price of shares was less than the stock price at commitment
date.  The 15% discount created a beneficial conversion feature at the
commitment date aggregating $41,945 which will be accreted monthly from the
issuance date of the promissory note through maturity and will be recorded as
additional interest expense.   Accordingly, at January 21, 2010,
the loan has been recorded at $237,691, net of the discount $41,945, which will
be credited to additional paid in capital.
 
 On
January 26, 2010, the Company issued at par, a $500,000 Secured Convertible
Debenture maturing on January 26, 2011.  The debenture bears interest
at the rate of 10% per annum and is payable monthly. The Company has granted a
security interest in substantially all of the assets of the Company as
collateral for the debenture. The face amount of the loan plus accrued interest
is convertible into unregistered common stock of the company at the lesser of
100% of the volume weighted average price (“VWAP”) of common stock as reported
by Bloomberg L.P. on the day prior to the conversion date and a 15% discount to
the lowest daily closing “VWAP” of common stock during the five days prior to
the conversion date.  Additionally, the Company issued commitment
shares totaling 6,085,193 equivalent to $1,500,000 at the closing date to obtain
the loan. The Company in accordance with APB 14 utilized the Market Approach to
value the debt instrument and allocated the net proceeds from the issuance of
the debenture based upon the pro rata portion of the face value of the
debentures and the undiscounted value of the commitment
shares.  Additionally, 15% of Debenture was allocated to a beneficial
conversion feature in accordance with EITF 98-5 and EITF 00-27.  The
Company concluded that the 15% discount created a beneficial conversion feature
at the commitment date since the effective conversion price of the shares was
less than the stock price at
the commitment date.  The beneficial conversion feature and the pro
rata value of the commitment shares aggregated $395,521 which will be accreted
monthly from the issuance date of the Debenture through maturity and will be
recorded as additional interest expense.   Accordingly, at
January 26, 2010, the loan has been recorded at $104,479, net of the discount
$395,521 which was credited to additional paid in capital.
  On
January 21, 2010, the board of directors approved the issuance of 1,404,575
shares of its common stock in settlement of $294,961 of current liabilities
including $200,000 to related parties.
 
 
 
  
  Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Novo
Energies Corporation (“Novo”) is engaged in the development of green energy
solutions.  Novo is entering the business of transforming plastic and
tire wastes into liquid fuel including but not limited to diesel, gasoline and
fuel additives. It intends to utilize a process involving thermolysis and
gasification among other technologies to produce low carbon fuels and fuel
additives.  Novo’s low capacity equipment can be installed near waste
streams where there is a minimum of 15 tons/day of plastic and/or tire
waste.
 
 Novo
formerly known as Atlantic Wine Agencies, Inc. (“Atlantic”) is organized under
the laws of the State of Florida.  Atlantic had vineyards and a winery
in South Africa.  The operations of Atlantic were spun-out to the
stockholders in September 2008, and a change of control occurred on October 7,
2008 at which time the Company considered itself a Development Stage
Company.  The Company changed its name to Novo Energies Corporation on
June 8, 2009.  The 2008 Financial Statements have been reclassified to
give effect to the discontinued operations.
 
 On July
30, 2009, the Company formed its first wholly owned subsidiary - WTL Renewable
Energy, Inc. (“WTL”). WTL was established as a Canadian Federal Corporation
whose business plan is to plan, build, own, and operate renewable energy plants
throughout North America.
  On
November 1, 2009, the Company issued a $242,000 promissory note maturing on
October 31, 2010.  The note bears interest at the rate of 10% per
annum and is payable at maturity.  The face amount of the note plus
accrued interest is convertible into unregistered common stock of the company at
the lesser of 100% of the volume weighted average price (“VWAP”) of common stock
as reported by Bloomberg L.P. on the day prior to the conversion date and a 15%
discount to the lowest daily closing “VWAP” of common stock during the five days
prior to the conversion date.  The Company in accordance with EITF
98-5 and 00-27 utilized the Market approach to value the debt instrument and
concluded that a beneficial conversion feature exists since the effective
conversion price of shares was less than the stock price at commitment
date.  The 15% discount created a beneficial conversion feature at the
commitment date aggregating $36,300 which is being accreted monthly from the
issuance date of the promissory note through maturity and is being recorded as
additional interest expense.   Accordingly, at December 31, 2009,
the loan balance is $211,311, net of the discount $30,689 and amortized discount
of $5,611 which has been charged to interest expense.
 
 On
November 1, 2009, the company entered into a consulting agreement with Philippe
Germaine to provide consulting services in Investor Relations. In connection
with the agreement, the Company will provide a monthly retainer of $3,000 per
month, and issue 15,000 shares of its common stock per month.  In
addition, Mr. Germaine received a cash signing bonus of $9,000.  In
connection with the agreement, stock based compensation in the amount of $9,000
was recorded based upon average share prices ranging from $.17 to $.41 during
the period.
 
 Effective
October 23, 2009, the Company entered into an employment agreement with Hakim
Zahar as the President of the Company.  The agreement calls for a base
salary of $10,000 per month with payments starting November 15,
2009.  The executive shall receive a minimum of 50,000 of the
Company’s common stock shares per month starting on the effective date of this
agreement.  This agreement can be terminated by either party at
will.  In accordance with the terms of the contract, stock based
compensation in the amount of $30,000 has been recognized based on the average
share prices ranging from $.17 to $.41 during the period.
  Between
October 22, 2009 and November 4, 2009, the Company sold, under private placement
agreements to four different individuals, 159,929 units consisting of one share
of common stock and one warrant for every two shares sold.  The units
were sold at $0.35 per unit resulting in $55,975 proceeds to the
Company.  The warrants were valued at approximately $.012 per unit
using a modified binomial analysis and classified as additional paid in
capital.
 
 At
      December 31, 2009, 897,454 common shares are included in outstanding
      shares although not yet issued.
 RESULTS
OF OPERATIONS
 
 As
indicated in the accompanying financial statements, the Company has incurred
cumulative net operating losses of $2,391,559 during the Development stage and
has negative working capital of $1,010,395.  Management’s plans
include the raising of capital through equity markets to fund future operations
and the generating of revenue through its business.  Failure to raise
adequate capital and generate adequate sales revenues could result in the
Company having to curtail or cease operations.  Additionally, even if
the Company does raise sufficient capital to support its operating expenses and
generate adequate revenues, there can be no assurances that the revenues will be
sufficient to enable it to develop business to a level where it will generate
profits and cash flows from operations.  These matters raise
substantial doubt about the Company’s ability to continue as a going
concern.  However, the accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
 
 Results
of Operation- Three Months Ended December 31, 2009
 
 The
Company is currently developing its business, and as a result has no products or
services to offer and no revenues.  In developing its business, the
Company has undertaken expenses that have resulted in a loss from continuing
operations of $1,086,946 in the three months ended December 31, 2009, as
compared to a loss from continuing operations of $19,000 in the corresponding
period in 2008.  Loss from continuing operations consists of general
and administrative expenses, which increased from $19,000 to $823,745 in the
three month periods ended December 31, 2008 and 2009, research and development,
which increased from $0 to $253,601 in the three month periods ended December
31, 2008 and 2009, and interest expense, which increased from $0 to $9,600 in
the three month periods ended December 31, 2008 and 2009.  Each of
these increases is attributable to the development of the Company’s
technological processes.
 
 Results
of Operation- Nine Months Ended December 31, 2009
 
 The
Company is currently developing its business, and as a result has no products or
services to offer and no revenues.  In developing its business, the
Company has undertaken expenses that have resulted in a loss from continuing
operations of $2,067,306 in the nine months ended December 31, 2009, as compared
to a loss from continuing operations of $258,063 in the corresponding period in
2008.  Loss from continuing operations consists of general and
administrative expenses, which increased from $258,063 to $1,708,082 in the nine
month periods ended December 31, 2008 and 2009, research and development, which
increased from $0 to $349,624 in the nine month periods ended December 31, 2008
and 2009, and interest expense, which increased from $0 to $9,600 in the nine
month periods ended December 31, 2008 and 2009.  Each of these
increases is attributable to the development of the Company’s technological
processes.
  
  LIQUIDITY
AND CAPITAL RESOURCES
 
 In
connection with our current liabilities of $1,038,266 as at December 31, 2009,
we had accrued professional fees of $117,175, a note payable of $211,311 and
total related party payables of $596,145.
 
 At
December 31, 2009, the related party payables of $596,145 represents the unpaid
salary and taxes to the Chief Executive Officer of $162,119, expenses paid by
the Chief Executive Officer on behalf of the company aggregating $214,441,
compensation due other consultants $114,000 and expenses advanced by other
shareholders in the amount of $47,085, primarily to travel related
expenses.  Additionally, included in related party payables is $58,500
for unpaid rent payable to Lusierna Asset Management, Ltd., a company controlled
by the Chief Executive Officer.
 
 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
 
 Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates, including those related to bad debts, income taxes
and contingencies and litigation. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
 
 RECENTLY
ACCOUNTING PRONOUNCEMENTS
 
 Effective
January 1, 2009, the Accounting Standards Codification (“ASC”) became FASB’s
official recognized source of authoritative U.S. generally accepted accounting
principles applicable to all public and non-public non-governmental entities,
superseding existing FASB AICPA, EITF and related literature.  Rules
and interpretive releases of the SEC under the authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants.  All
other accounting literature is considered non-authoritative. The switch to the
ASC affects the way companies refer to U.S. GAAP in financial statements and
accounting policies.  Citing particular content in the ASC involves
specifying the unique numeric path to the content through the Topic, Subtopic,
Section and Paragraph structure. The codification is effective for interim and
annual periods ending after September 15, 2009.  Its adoption had
minimal impact on our results.
 
 In May
2009, the FASB issued SFAS No. 165, Subsequent Events,codified
under ASC Topic 855. SFAS No. 165 is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  The Company evaluated events between the end of the
most recent quarter, December 31, 2009 and February 18, 2010, the date the
consolidated financial statements were available to be issued and no additional
disclosures were deemed necessary.
 
 Item
3. Quantitative and Qualitative Disclosure About Market Risk.
 
 Not
applicable.
 
 Item 4.Controls and
Procedures
 
 (a) Disclosure
      Controls and Procedures.
 As of the
end of the period covering this Form 10-Q, we evaluated the effectiveness of the
design and operation of our “disclosure controls and procedures”. We conducted
this evaluation under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial
Officer.
  
  
 
 (i) Definition of Disclosure Controls
and Procedures.
 Disclosure
controls and procedures are controls and other procedures that are designed with
the objective of ensuring that information required to be disclosed in our
periodic reports filed under the Exchange Act, such as this report, is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. As defined by the SEC, such disclosure controls and
procedures are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, in such a manner as to
allow timely disclosure decisions.
 
 (ii)
Conclusions with Respect to Our Evaluation of Disclosure Controls and
Procedures.
 Our
Chief Executive Officer and Chief
Financial Officer determined that, as of the end of the period covered
by this report, these controls and procedures are adequate
and effective in alerting them in a timely manner to material information
relating to us required to be included in our periodic SEC filings.
 
 (b) Changes in Internal
Controls.
 There
have been no changes in our internal controls over financial reporting that
could significantly affect these controls subsequent to the date of their
evaluation.
 
 
 PART
II - OTHER INFORMATION
 
 Item
      1.  Legal Proceedings.
 
 None.
 Item
      1A. Risk Factors.
 
 Not
applicable.
 
 Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
 
 On
November 1, 2009, the Company issued a $242,000 promissory note maturing on
October 31, 2010.  The note bears interest at the rate of 10% per
annum and is payable at maturity.  The face amount of the note plus
accrued interest is convertible into unregistered common stock of the company at
the lesser of 100% of the volume weighted average price (“VWAP”) of common stock
as reported by Bloomberg L.P. on the day prior to the conversion date and a 15%
discount to the lowest daily closing “VWAP” of common stock during the five days
prior to the conversion date.  The Company in accordance with EITF
98-5 and 00-27 utilized the Market approach to value the debt instrument and
concluded that a beneficial conversion feature exists since the effective
conversion price of shares was less than the stock price at commitment
date.  The 15% discount created a beneficial conversion feature at the
commitment date aggregating $36,300 which is being accreted monthly from the
issuance date of the promissory note through maturity and is being recorded as
additional interest expense.   Accordingly, at December 31, 2009,
the loan balance is $211,311, net of the discount $30,689 and amortized discount
of $5,611 which has been charged to interest expense.
 
 On
November 1, 2009, the company entered into a consulting agreement with Philippe
Germaine to provide consulting services in Investor Relations. In connection
with the agreement, the Company will provide a monthly retainer of $3,000 per
month, and issue 15,000 shares of its common stock per month.  In
addition, Mr. Germaine received a cash signing bonus of $9,000.  In
connection with the agreement, stock based compensation in the amount of $9,000
was recorded based upon average share prices ranging from $.17 to $.41 during
the period.
 
 Effective
October 23, 2009, the Company entered into an employment agreement with Hakim
Zahar as the President of the Company.  The agreement calls for a base
salary of $10,000 per month with payments starting November 15,
2009.  The executive shall receive a minimum of 50,000 of the
Company’s common stock shares per month starting on the effective date of this
agreement.  This agreement can be terminated by either party at
will.  In accordance with the terms of the contract, stock based
compensation in the amount of $30,000 has been recognized based on the average
share prices ranging from $.17 to $.41 during the period.
  
  Between
October 22, 2009 and November 4, 2009, the Company sold, under private placement
agreements to four different individuals, 159,929 units consisting of one share
of common stock and one warrant for every two shares sold.  The units
were sold at $0.35 per unit resulting in $55,975 proceeds to the
Company.  The warrants were valued at approximately $.012 per unit
using a modified binomial analysis and classified as additional paid in
capital.
 
 At
      December 31, 2009, 897,454 common shares are included in outstanding
      shares although not yet issued.
 
 The above
noted shares were issued in private, isolated transactions without registration
under the Securities Act of 1933 (the “Securities Act”). The shares were issued
in reliance on the exemption provided by Rule 506 and/or Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering to
Consultants or to companies owned or controlled by Consultants or Officers of
the Company.
 
 
 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.
 
 Exhibit
31.1 Certification of Chief Executive Officer and Acting Principal Accounting
Officer
 Exhibit
32.1 Certification of Chief Executive Officer and Acting Principal Accounting
Officer
 
 
 
 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.
 
 NOVO
ENERGIES CORPORATION
 (Registrant)
 
  Date:
February 22,
2010
 
 /s/ Antonio
Treminio
 Antonio
Treminio
 Chief
Financial Officer and Chief Executive Officer