UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q




x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended January 31, 2011




o
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: 000-52687






Alamo Energy Corp.


(Exact name of registrant as specified in its charter)




Nevada

(State or other jurisdiction

of incorporation or organization)

98-0489669

(IRS Employer

Identification No.)






10497 Town and Country Way, Suite 820, Houston, Texas 77024(Address of principal executive offices) (Zip Code)




(832) 436-1832


(Registrant's telephone number, including area code)




Indicate by check mark whether the issuer (1) has 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.  xYes  oNo




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 (§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 files). oYes  oNo




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




Large accelerated filer
o

Accelerated filer
oNon-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes   xNo




As of March 22, 2011, there were 48,668,520 shares of the issuer’s $.001 par value common stock issued and outstanding.










1










TABLE OF CONTENTS




PART I

FINANCIAL INFORMATIONPageItem 1.
Financial Statements
3Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16Item 3.
Quantitative and Qualitative Disclosures About Market Risk
22Item 4.
Controls and Procedures
22PART II

OTHER INFORMATIONItem 1.
Legal Proceedings
23Item 1A.
Risk Factors
23Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
23Item 3.
Defaults Upon Senior Securities
23Item 4.
(Removed and Reserved)
23Item 5.
Other Information
23Item 6.
Exhibits
23














2






PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.






ALAMO ENERGY CORP.
 (AN EXPLORATION STAGE COMPANY)
 BALANCE SHEETS


January 31


April 302011


2010(Unaudited)ASSETSCurrent assetsCash and cash equivalents

$
2,614


$
285,458Accounts receivable


41,764



18,034Prepaid expenses and deposits


14,212



8,084Total current assets


58,590



311,576Property and equipmentOil and gas properties






-Proved


300,000



300,000Unproved


898,931



352,156Office furniture and equipment


5,296



-Less: accumulated depreciation and amortization


(26,291
)


(8,827
)Property and equipment, net


1,177,936



643,329Total assets

$
1,236,526


$
954,905LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable and accrued expenses


130,071



58,625Accrued interest


137,787



18,723Total current liabilities


267,858



77,348Senior secured convertible promissory notes, net of discount of 922,661 and $808,956 respectively


702,244



255,949Total liabilities


970,102



333,297Stockholders' equity (deficit)Common stock, $0.001 par value, 975,000,000 sharesauthorized, 48,668,520 and 48,668,520 issued and outstanding, respectively


48,669



48,669Additional paid-in capital


1,638,351



1,075,201Accumulated (deficit) during exploration stage


(1,420,596
)


(502,262
)Total stockholders' equity


266,424



621,608Total liabilities and stockholder's equity

$
1,236,526


$
954,905


The accompanying notes to the financial statements are an integral part of these statements.
 3
 ALAMO ENERGY CORP.
 (AN EXPLORATION STAGE COMPANY)
 STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2011 AND
 FOR THE PERIOD OF INCEPTION (SEPTEMBER 1, 2009) THROUGH JANUARY 31, 2011 (UNAUDITED)




Three

Months

Ended

January 31,

Three

Months

Ended

January 31,
Nine

Months

Ended

January 31,


Inception

(September 1,

2009)

through

January 31,


Inception

(September 1, 2009) through January 31,2011


2010


2011


2010


2011Oil Revenues

$
104,063


$
25,646


$
154,018


$
38,092


$
219,449Operating costs and expensesLease operating


17,298



3,265



21,692



3,265



27,551Production costs


39,513



3,079



65,399



13,835



80,568Depreciation, depletion and amortization


9,739



2,549



17,464



2,549



26,401Wage related expenses


50,295



33,580



136,697



33,580



210,464Profesional fees


61,157



94,221



144,044



143,723



388,044General administrative


41,055



33,100



121,698



33,869



230,912Total operating costs and expenses


219,057



169,794



506,994



230,821



963,940Loss from operations


(114,994
)


(144,148
)


(352,976
)


(192,729
)


(744,491
)Other income (expense):Interest expense


(66,013
)


(5,402
)


(119,063
)


(5,402
)


(137,831
)Interest expense, debt discount amortization


(268,441
)


(11,541
)


(446,295
)


(11,541
)


(538,274
)Other income (expense), net


(334,454
)


(16,943
)


(565,358
)


(16,943
)


(676,105
)Net loss before provision for income taxes


(449,448
)


(161,091
)


(918,334
)


(209,672
)


(1,420,596
)Provision for income taxes


-



-



-



-Net loss

$
(449,448
)

$
(161,091
)

$
(918,334
)

$
(209,672
)

$
(1,420,596
)Weighted average shares outstanding - basic and diluted


48,668,520



74,542,143



48,668,520



74,542,143



37,268,686Net loss per share - basic and diluted

$
0.01


$
0.00


$
0.02


$
0.00


$
0.04






The accompanying notes to the financial statements are an integral part of these statements.
 4
 ALAMO ENERGY CORP.
 (AN EXPLORATION STAGE COMPANY)
 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2011 AND
 FOR THE PERIOD OF INCEPTION (SEPTEMBER 1, 2009) THROUGH JANUARY 31, 2011 (UNAUDITED)
 Nine Months Ended January 31, 2011


Inception (September 1, 2009) through January 31, 2010


Inception

(September 1, 2009) through

January 31, 2011Cash used in operating activities:Net loss for the period

$
(918,334
)

$
(209,672
)

$
(1,420,596
)Adjustments to reconcile net loss to net cash used in operating activitiesAdditional paid-in capital in exchange for facilities provided by related party


3,150



1,750



5,950Depreciation, depletion and amortization


17,464



-



26,291Accretion of debt discount


446,295



11,541



538,274Changes in operating assets and liabilities(Increase) in accounts receivable


(23,730
)


(15,327
)


(41,764
)(Increase) in prepaid expenses


(6,128
)


(26,660
)


(14,212
)Increase in accounts payable


71,446



(1,180
)


50,205Increase in accured interest


119,064



9,495



137,788Net cash used in operating activities


(290,773
)


(230,053
)


(718,064
)Cash used in investing activitesPurchase of shares for cancellation - reverse merger



(61,073
)Purchase of property and equipment


(5,296
)


-



(5,296
)Purchase of oil and gas properties


(546,775
)


-



(898,931
)Net cash used in investing activities


(552,071
)


(61,073
)


(904,227
)Cash from financing activities:Proceeds from convertible promissory notes


560,000



334,905



1,624,905Net cash from financing activities


560,000



334,905



1,624,905Net increase (decrease) in cash


(282,844
)


43,779



2,614Cash, beginning of period


285,458



-



-Cash, end of period

$
2,614


$
43,779



2,614Supplemental disclosures:Income taxes paid

$
-


$
-


$
-Interest paid

$
-


$
-


$
-
   The accompanying notes to the financial statements are an integral part of these statements.
 5
 ALAMO ENERGY CORP.
 (AN EXPLORATION STAGE COMPANY) CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD OF INCEPTION (SEPTEMBER 1, 2009) THROUGH JANUARY 31, 2011
 (UNAUDITED)
  Shares


Amount


Additional Paid-in Capital


Deficit

Accumulated

During the

Exploration

Stage


TotalBalance, September 1, 2009


176,668,500


$
176,669


$
(176,669
)

$
-


$
-Shares issued for oil and gas properties


10,500,000



10,500



289,500



-



300,000Shares issued for cash and assumption of liabilities


(138,499,980
)


(138,500
)


(58,635
)


-



(79,865
)Discount on convertible notes payable


-



-



900,935



-



900,935Contribution of facilities rent – related party


-



-



2,800



-



2,800Net (loss)


-



-



-



(502,262
)


(502,262
)Balance, April 30, 2010


48,668,520


$
48,669


$
1,075,201


$
(502,262
)

$
621,608Discount on convertible notes payable


-



-



560,000



-



560,000Contribution of facilities rent – related party


-



-



3,150



-



3,150Net (loss)


-



-



-



(918,334
)


(918,334
)Balance, January 31, 2011


48,668,520


$
48,669


$
1,638,351


$
(1,420,596
)

$
266,424
  6
  1.Nature of Operations and Basis of Presentation
  Nature of Operations
  Alamo Energy Corp. is an early stage oil and gas company focused on exploration and production of oil and natural gas.
  Alamo Energy Corp. (the Company) was incorporated as Alamo Oil Limited, a UK corporation (Alamo Oil) on September 1, 2009.  On November 18, 2009 (the Closing Date), a series of transactions ensued whereby Alamo Oil completed an Asset Purchase and Sale Agreement (the Asset Purchase Agreement) with Green Irons Holdings Corporation (Green Irons).  Following the closing of the Asset Purchase Agreement and pursuant to the Plan of Merger (the Merger), effective as of November 19, 2009, the assets of Alamo Oil were acquired by Green Irons and a wholly-owned subsidiary of Green Irons was then merged with Green Irons, and Green Irons changed its name to Alamo Energy Corp.  For accounting purposes, the Asset Purchase Agreement and Merger was treated as a reverse merger and a recapitalization of Alamo Oil.  As part of the Merger, the Company paid the former CEO of Green Irons $61,073 and assumed $18,792 of Green Irons’ liabilities associated with the merger in exchange for the cancellation of 138,499,980 (4,616,666 pre-split) shares of common stock held by Green Irons’ former CEO.  The former CEO also agreed to forgive any debt due to him by the Company.
  In addition, on the Closing Date, the Company acquired various oil and gas property rights in Texas valued at $300,000 in exchange for 10,500,000 (350,000 pre-split) shares of the Company’s common stock.  Effective November 19, 2009, the Company effectuated a thirty-for-one split (the Stock Split) of the authorized number of shares of its common stock and all of its then-issued and outstanding common stock, par value $0.001 per share.
  Basis of Presentation
  The unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended January 31, 2011 are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company's audited financial statements as of April 30, 2010.
  7
  Exploration Stage
  These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars.  The Company has not produced significant revenues from its principal business and is in the exploration stage company as defined by ASC 915, Development Stage Entities.
  The Company is engaged in the acquisition, exploration, development and producing of oil and gas properties.  As of January 31, 2011, the Company owns a 75% working interest in oil and gas properties in Frio County, Texas, a 16% working interest in certain oil and gas leases in Adair County, Kentucky, a 50% working interest in certain leases in Ritchie County, West Virginia, and farm-in and participation rights agreements in onshore oil and gas properties in the UK.
  The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within the United States and other countries. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact our ability to execute our business plan.
  As discussed in Note 6, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.
  2.         Summary of Significant Accounting Policies
  Use of Estimates
  The preparation of 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 revenues and expenses during the reported periods.  Actual results could materially differ from those estimates.
 
 Revenue Recognition
  Working interest, royalty and net profit interest, are recognized as revenue when oil and gas are sold. The Company records the sale of its interests in prospects generally as a reduction to the cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to a cost center. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. All terms of the sale are to be finalized and price readily determinable.
  Concentration of Credit Risk
  The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. Accounts are guaranteed by Federal Deposit Insurance Corporation (FDIC) up to $250,000. At January 31, 2011, the Company had no deposits in excess of the FDIC insured limits. The Company has not experienced any losses in such accounts.
  The Company collects its receivables on its working interests in oil and gas properties from the well operators. As such, the Company generally has relatively few customers. These receivables are unsecured and the Company performs ongoing credit evaluations of the well operators’ financial condition whenever necessary. Bad debt is recognized on an account-by-account review after all means of collection have been exhausted and recovery is not probable. There has been no bad debt expense for the period ended January 31, 2011.
 
 8
  Oil and Gas Properties
  The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool.  Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities.  Cost centers are established on a country-by-country basis.
  Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred.  The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.
  For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling.  The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions;  plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties.  If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.
 
 Fair Value of Financial Instruments
  The Company has determined the estimated fair value of its financial instruments using available market information and appropriate valuation methodologies. Due to their short-term maturity, the fair value of financial instruments classified as current assets and current liabilities approximates their carrying values.
  Basic and Diluted Earnings (Loss) Per Share
  Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive.
  Recent Accounting Pronouncements
  There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
 
 Fixed Assets
  Fixed assets are carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives as follows:
  Computer equipment
3 years
   9
  3.           Oil and Gas Properties
  On November 18, 2009, the Company acquired various oil and gas property rights in Frio County, Texas, with a fair value of $300,000, in exchange for 10,500,000 (350,000 pre-split) shares of the Company’s common stock.
  On March 4, 2010, the Company entered into an operating agreement (the “Operating Agreement”) with Boardman Energy Partners, LLC (“Boardman”), for the purchase of participation rights with regard to Boardman’s operation of wells in the Taylor TDS Five Well Program (“Program”) located on the H.V. Taylor Lease in the Middle Eastern section of the Gradyville Quadrangle, Adair County, Kentucky, for the purpose of oil and gas exploration and development.  Boardman is the operator of the project with full control of all operations. The Operating Agreement provides for the Company's purchase of fractional undivided working interests (“Units”) in the operation of the wells drilled and operated under the Operating Agreement.  Each Unit gives the purchaser the participation rights and revenue interests in the operation of the Program, at the rate of 2.0% working interest and 1.5% net revenue interest per Unit purchased.
  The Operating Agreement is subject to an Addendum (Operating Agreement Addendum), referencing the incorporation of the subscription agreement concerning the purchase of the participation rights set forth in the Operating Agreement.   The Operating Agreement Addendum sets forth the representation Boardman had met the escrow conditions as of September 12, 2009 such that the funds received from the Company would be immediately available for use.
  In conjunction with the Operating Agreement, the Company entered into a Subscription and Customer Agreement (“Subscription Agreement”) with Third Coast Energy & Development, LLC, (“Third Coast”) as consideration for the Company's participation in the Operating Agreement, in the amount of $303,986.  The Company purchased eight Units at the rate of $37,996 per Unit in the Program described above.  The Units have not been registered with any federal or state agency, and in accordance with applicable securities laws, may not be freely transferred except in accordance with such laws.
  In May 2010, the Company entered into a participation agreement with Allied Energy, Inc. (“Allied”), pursuant to which the Company acquired an undivided 50% working interest in the Florence Valentine Lease and a working interest and net revenue interest in the Valentine #1 re-entry well.  This well is located on approximately 115 acres in Ritchie County, West Virginia within the Burning Springs Anticline.  Allied is the operator of the project with full control of all operations.  The Company paid the total drilling and completion costs of $153,500 to earn in the Valentine #1 re-entry well and the Florence Valentine lease a before payout working interest of 70% and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of 50% and net revenue interest of 42.2% (50% x 84.4%).
  On August 4, 2010, the Company entered into a Participation Agreement (the “Agreement”) with Allied Energy, Inc. (“Allied”), which the Company acquired an undivided fifty percent (50%) working interest in the M. Dillon Lease (the “Lease”) and a working interest and net revenue interest in the Dillon #1 re-entry well (“Well”). The Well is located on approximately 204 acres in Pleasants County, West Virginia. Allied is the operator of the project with full control of all operations. The Company paid the total drilling and completion costs of $179,125 to earn in the Well and Lease a before payout working interest of seventy percent (70%) and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of fifty percent (50%) and net revenue interest of 42.2% (50% x 84.4%).  The Agreement also provides that the Company shall have the option to participate in the re-entry of sixteen additional wells owned by Allied in West Virginia.
  On October 15, 2010, the Company entered into an amendment to the Agreement (“Amendment Agreement”) with Allied, the practical effect of which is that the Company replaced its participation in the Dillon #1 well with participation in the Goose Creek #4 well in Ritchie County, West Virginia.  Specifically, the Amendment Agreement amended the following: (i) the Operating Agreement with respect to the Florence Valentine Lease, (ii) the Participation Agreement with respect to the reentry of the Dillon #1 well dated August 2, 2010, and (iii) the Joint Operating Agreement with respect to the M. Dillon Lease in Ritchie County, West Virginia dated August 2, 2010.  The Amendment amends the Valentine JOA and the Dillon JOA to include Exhibit C which provides the accounting procedures for the operations.  The Amendment also amends the Participation Agreement by replacing all references of the Dillon #1 well in Pleasant County, West Virginia, to the Goose Creek #4 well (API #47-082-06942) in Ritchie County, West Virginia.  The Amendment also amends the Dillon JOA by replacing all references of the Dillon #1 well in Pleasant County, West Virginia, to the Goose Creek well #4 (API #47-082-06942). The Amendment also amends the Participation Agreement and the Dillon JOA to delete the Exhibit A to those agreements and replace it with the Exhibit A attached to the Amendment as Appendix 2.  This Goose Creek #4 well is included in the Eco Forrest Lease, which is located on approximately 493 acres in Ritchie County, West Virginia.
  On December 15, 2010, the Company exercised an option to participate in the recompletion of the well WVIC D-12 with Allied, pursuant to the Participation Agreement with Allied, as amended in the Amendment Agreement on October 15, 2010. The well WVIC D-12 is included in the Eco Forrest Lease, which is located on approximately 493 acres in Ritchie County, West Virginia. The Company is obligated to pay the total drilling and completion costs of $157,575 to earn in the well WVIC D-12 and Eco Forrest Lease a before payout working interest of seventy percent (70%) and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of fifty percent (50%) and net revenue interest of 42.2% (50% x 84.4%).
 10
 
 On September 3, 2010, the Company entered into a Subscription Agreement (the “Agreement”) with Berry Resources, Inc. (“Berry”), to purchase 6.5 units of the Berry Prospect #22-A, which includes two (2) wells to be drilled in North Central, Pickett County, Tennessee, in exchange for the Company’s cash payment of $97,500.  Each unit is equal to approximately 3.33% working interest or approximately 2.33% net revenue interest in each of the two (2) wells to be drilled in North Central, Pickett County, Tennessee.  The Agreement also provides for Berry and the Company to enter into an operating agreement whereby Berry will be designated the operator of the well.
  The following table presents information regarding the Company’s net costs incurred in the purchase of proved and unproved properties and in exploration and development activities:
  January 31,

2011


April 30,

2010Property acquisition costs:Proved

$
300,000


$
300,000Unproved


769,940



303,968Exploration costs


128,991



39,361Development costs


-



-Totals

$
1,198,931


$
643,329
  As of January 31 and April 30, 2010, the Company’s unproved properties consist of leasehold acquisition and exploration costs in the following geographical areas:
  January 31,

2011


April 30,

2010Kentucky

$
303,968


$
303,968West Virginia


332,625



-Tennesee


97,500



-Texas


35,847



-Totals

$
769,940


$
300,968
   The following table sets forth a summary of oil and gas property costs not being amortized as of January 31, 2010, by the year in which such costs were incurred:
  Costs Incurred During Fiscal Years Ended April 30Balance

01/31/11


2011


2010


PriorAcquisition costs

$
437,315


$
133,347


$
303,968


$
-Exploration costs


332,625



332,625



-Total

$
769,940


$
465,972


$
303,968


$
-
  The Company believes that the majority of its unproved costs will become subject to depletion within the next five to ten years, by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company explore or develop it further, or by making decisions that further exploration and development activity will not occur.
  11
 
 4.         Senior Secured Convertible Promissory Note and Warrants
  In connection with the Asset Purchase Agreement, on November 18, 2009, the Company entered into a Note and Warrant Purchase Agreement with one investor pursuant to which the investor agreed to lend up to $2,000,000 to the Company in multiple installments in exchange for senior secured convertible promissory notes (the Notes) that mature November 18, 2012, convertible at any time at the option of the holder, with a conversion price of $0.50 per share (the Conversion Feature) and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share (the Warrants) in the amount of each installment.
  Post-delivery of the Note and Warrant Purchase Agreement, the Company effectuated a thirty-for-one split (the Stock Split) of the authorized number of shares of its common stock and all of its then-issued and outstanding common stock, par value $0.001 per share. The Note and Warrant Purchase Agreement provides that the Note and Warrants issued in exchange for the First Installment will not be affected by the Stock Split and any future installments shall be treated on a post-Stock Split basis.
  In connection with the Private Placement, the Company entered in a Registration Rights Agreement with the investor.  Under the Registration Rights Agreement, the Company is obligated to register for resale all common shares underlying the Note and the Warrants under the Securities Act.   The Company also entered security agreement with the investor to secure the timely payment and performance in full of our obligations whereby all of the assets of the Company were pledged as collateral on the Note. In addition, the investor required the Company’s officers and directors to enter into lock-up and vesting agreements pursuant to which such holders’ shares are subject to vesting and are not permitted to dispose of any of their securities for a period of one year.
  The first installment of $334,905 (First Installment) was delivered on the Closing Date and the Company issued 334,905 Warrants. The Note and Warrant Purchase Agreement provides that the investor will lend additional installments to the Company in amounts as requested by the Company; provided however, that the Company provide the proposed use of proceeds for each requested amount. Each proposed use of proceeds for each requested amount shall specify that the majority of the proceeds shall be used for the acquisition of low risk oil and gas rights in geographic regions with stable governments. The investor shall have sole discretion in determining whether the proposed use of proceeds meets those requirements.
  The Company allocated the proceeds of the Note, Conversion Feature and Warrants to the individual financial instruments included in the transactions based on their relative estimated fair values, which resulted in an initial discount on the Note totaling $170,936 which is accreted as interest expense - debt discount over the period of the Note.
  On February 5, 2010, the Company entered into the second installment of the Note and Warrant Purchase Agreement with the investor for $80,000. The promissory note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The promissory note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the above mentioned promissory note, the investor also received warrants to purchase 80,000 shares of the Company's common stock at a purchase price of $1.00 per share. The warrants are exercisable immediately and expire five years from the date of the investment.
  On March 4, 2010, we entered into the fourth installment of the Note and Warrant Purchase Agreement with the investor for $300,000. The promissory note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The promissory note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of the Company's common stock at a conversion price of $0.50 per share. In connection with the above mentioned promissory note, the investor also received warrants to purchase 300,000 shares of the Company's common stock at a purchase price of $1.00 per share. The warrants are exercisable immediately and expire five years from the date of the investment.
  On March 25, 2010, we entered into the fifth installment of the Note and Warrant Purchase Agreement with the investor for $100,000. The promissory note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The promissory note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of the Company's common stock at a conversion price of $0.50 per share. In connection with the above mentioned promissory note, the investor also received warrants to purchase 100,000 shares of the Company's common stock at a purchase price of $1.00 per share. The warrants are exercisable immediately and expire five years from the date of the investment.
  12
 On April 15, 2010, we entered into the sixth installment of the Note and Warrant Purchase Agreement with the investor for $250,000. The promissory note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The promissory note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of the Company's common stock at a conversion price of $0.50 per share. In connection with the above mentioned promissory note, the investor also received warrants to purchase 250,000 shares of the Company's common stock at a purchase price of $1.00 per share. The warrants are exercisable immediately and expire five years from the date of the investment.
  On July 22, 2010, we entered into the seventh installment of the Note and Warrant Purchase Agreement with the investor for $175,000. The promissory note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The promissory note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of the Company's common stock at a conversion price of $0.50 per share. In connection with the above mentioned promissory note, the investor also received warrants to purchase 175,000 shares of the Company's common stock at a purchase price of $1.00 per share. The warrants are exercisable immediately and expire five years from the date of the investment.
  On August 12, 2010, the Company entered into a senior secured convertible promissory note with Eurasian Capital Partners Limited (“Eurasian”) in exchange for $25,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase twenty five thousand (25,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  On August 18, 2010, the Company entered into a senior secured convertible promissory note with Eurasian Capital Partners Limited (“Eurasian”) in exchange for $150,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase one hundred fifty thousand (150,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  On September 7, 2010, The Company borrowed an additional $70,000 from Eurasian Capital Partners Limited (“Eurasian”) pursuant to the original $2,000,000 Note and Warrant Purchase Agreement with Eurasian entered into in November 2009. The Company issued a senior secured convertible promissory note to Eurasian in the amount of $70,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase seventy thousand (70,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  On September 24, 2010, The Company borrowed an additional $40,000 from Eurasian Capital Partners Limited (“Eurasian”) pursuant to the original $2,000,000 Note and Warrant Purchase Agreement with Eurasian entered into in November 2009. The Company issued a senior secured convertible promissory note to Eurasian in the amount of $40,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase seventy thousand (40,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  On December 2, 2010, The Company borrowed an additional $25,000 from Eurasian Capital Partners Limited (“Eurasian”) pursuant to the original $2,000,000 Note and Warrant Purchase Agreement with Eurasian entered into in November 2009. The Company issued a senior secured convertible promissory note to Eurasian in the amount of $25,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase seventy thousand (25,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  
 13
  On December 15, 2010, The Company borrowed an additional $75,000 from Eurasian Capital Partners Limited (“Eurasian”) pursuant to the original $2,000,000 Note and Warrant Purchase Agreement with Eurasian entered into in November 2009. The Company issued a senior secured convertible promissory note to Eurasian in the amount of $75,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase seventy thousand (75,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  The assumptions used in the Black-Scholes option pricing model for the Warrants and Conversion Feature were as follows:
  Risk-free interest rate
0.25% to 0.41%Expected volatility of common stock
100.0%Dividend yield
0.00%Expected life of warrants and conversion feature
5 yearsWeighted average warrants and conversion feature
$0.65 - $1.34
  5.         Equity
  Warrant Activity
  A summary of warrant activity for the period from September 1, 2009 (inception) through January 31, 2011 is presented below:
  Number of

Warrants


Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contract TermOutstanding September 1, 2009


-



-Issued


1,624,905


$
1.00Exercised


-



-Outstanding January 31, 2011


1,624,905


$
1.00

4.2 yearsExercisable, January 31, 2011


1,624,905


$
1.00

4.2 years
  Shares Reserved for Future Issuance
  The Company has reserved shares for future issuance upon conversion of convertible notes payable and warrants as follows:
  Conversion of notes payable
3,330,894Warrants
1,624,905Reserved shares at October 31, 2010
4,955,799
  14
  6.         Commitments and Contingencies
  Going Concern
  The Company is in the exploration stage, has little revenue, and has incurred net losses of $1,420,596 since inception.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  The Company's management is implementing plans to sustain the Company’s cash flow from operating activities and/or acquire additional capital funding.  The Company will also continue to borrow funds under the November 18, 2009 Note and Warrant Purchase Agreement. No assurances can be given that the Company will obtain to obtain sufficient working capital to sustain ongoing operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
  Lease Obligations
  At July 31, 2010, the Company does not have any leases.  The Company uses office space with a value of $500 per month that is contributed by the Company's CEO.
  7.  Subsequent Events
  On February 8, 2011, The Company borrowed an additional $100,000 from Eurasian Capital Partners Limited (“Eurasian”) pursuant to the original $2,000,000 Note and Warrant Purchase Agreement with Eurasian entered into in November 2009. The Company issued a senior secured convertible promissory note to Eurasian in the amount of $100,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase one hundred thousand (100,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
  On March 1, 2011, The Company borrowed an additional $160,000 from Eurasian Capital Partners Limited (“Eurasian”) pursuant to the original $2,000,000 Note and Warrant Purchase Agreement with Eurasian entered into in November 2009. The Company issued a senior secured convertible promissory note to Eurasian in the amount of $160,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.50 per share. In connection with the Note, Eurasian also received warrants to purchase one hundred and sixty thousand (160,000) shares of the Company’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.
     15


Item 2.Management’s Discussions and Analysis of Financial Condition and Results of Operations.





Forward-looking Statements.





This Quarterly Report of Alamo Energy Corp. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends”, “objectives” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.





Any of the factors described above, elsewhere in this report or in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended April 30, 2010, filed with the SEC on August 4, 2010, could cause our financial results, including our net income or loss or growth in net income or loss to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially.





Critical Accounting Policy and Estimates.Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.  The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, our accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended January 31, 2011.





The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2010, together with notes thereto as previously filed with our Annual Report on Form 10-K and our financial statements for the period ended January 31, 2011, together with notes thereto, which are included in this report..





Overview.Alamo Energy Corp. (“Alamo,” “We” or the “Company”), formerly Green Irons Holdings Corp., was incorporated in the State of Nevada on March 29, 2006 as to conduct a business in the golfing industry. On November 18, 2009, we entered into an Asset Purchase and Sale Agreement (“Asset Purchase Agreement”) with Alamo Oil Limited (“Alamo Oil”), pursuant to which we acquired certain oil and gas assets from Alamo Oil (“Asset Purchase”).  Following the closing of the Asset Purchase Agreement and pursuant to an Agreement and Plan of Merger (the “Merger”), effective as of November 19, 2009, we merged our newly formed and wholly-owned subsidiary into us, pursuant to which we changed our name to Alamo Energy Corp.




As a result of the Asset Purchase, we changed management, entered the oil and gas business, and ceased all activity in our former business. We are focused on exploration, acquisition, development, production and sale of crude oil and natural gas primarily from exploration and production areas within North America and the United Kingdom. We are qualified to do business in the State of Texas as “Alamo Energy Corp.” We have not undergone bankruptcy, receivership, or any similar proceeding.




16




Our Business. We are an early stage oil and gas company led by an experienced management team and focused on exploration and production of oil and natural gas. Our business plan is to acquire oil and gas properties for exploration, appraisal and development with the intent to bring the projects to feasibility at which time we will either contract out the operations or joint venture the project to qualified interested parties.  Our main priority will be given to projects with near term cash flow potential, although consideration will be given to projects that may not be as advanced from a technical standpoint but demonstrate the potential for significant upside. We currently have proved reserves in the State of Texas, where we own a seventy-five percent (75%) working interest in the Lozano Lease.





Recent Developments.





Dillon Agreement. On August 4, 2010, we entered into a participation agreement with Allied, pursuant to which we acquired an undivided fifty percent (50%) working interest in the M. Dillon Lease and a working interest and net revenue interest in the Dillon #1 re-entry Well. This well is located on approximately 204 acres in Pleasants County, West Virginia. Allied is the operator of the project with full control of all operations. We paid the total drilling and completion costs of $179,125 to earn in the Dillon #1 re-entry well and M. Dillon Lease a before payout working interest of seventy percent (70%) and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of fifty percent (50%) and net revenue interest of 42.2% (50% x 84.4%).  The participation agreement also provides that we have the option to participate in the re-entry of sixteen additional wells owned by Allied in West Virginia, including, but not limited to, the well WVIC D-12 as described below.  This brief description of the participation agreement is only a summary that discloses all materials terms of the operating agreement, which is attached as Exhibit 10.1 to our Report on Form 8-K filed on August 5, 2010.





On October 15, 2010, we entered into an amendment to the participation agreement (“Amendment Agreement”) with Allied, the practical effect of which is that we replaced our participation in the Dillon #1 well with participation in the Goose Creek #4 well in Ritchie County, West Virginia.  Specifically, the Amendment Agreement amended the following: (i) the Operating Agreement with respect to the Florence Valentine Lease, (ii) the Participation Agreement with respect to the reentry of the Dillon #1 well dated August 2, 2010, and (iii) the Joint Operating Agreement with respect to the M. Dillon Lease in Ritchie County, West Virginia dated August 2, 2010.  The Amendment amends the Valentine JOA and the Dillon JOA to include Exhibit C which provides the accounting procedures for the operations.  The Amendment also amends the Participation Agreement by replacing all references of the Dillon #1 well in Pleasant County, West Virginia, to the Goose Creek #4 well (API #47-082-06942) in Ritchie County, West Virginia.  The Amendment also amends the Dillon JOA by replacing all references of the Dillon #1 well in Pleasant County, West Virginia, to the Goose Creek well #4 (API #47-082-06942). The Amendment also amends the Participation Agreement and the Dillon JOA to delete the Exhibit A to those agreements and replace it with the Exhibit A attached to the Amendment as Appendix 2. This brief description of the Amendment is only a summary that discloses all materials terms of the operating agreement, which is attached as Exhibit 10.1 to our Report on Form 8-K filed on October 7, 2010. This Goose Creek #4 well is included in the Eco Forrest Lease, which is located on approximately 493 acres in Ritchie County, West Virginia.   Work to re-complete the Goose Creek #4 well began in January, 2011. As of date of this Report, production has commenced on Goose Creek #4 well.





On December 15, 2010, we exercised an option to participate in the recompletion of the well WVIC D-12 with Allied, pursuant to the Participation Agreement with Allied, as amended in the Amendment Agreement on October 15, 2010. The well WVIC D-12 is included in the Eco Forrest Lease, which is located on approximately 493 acres in Ritchie County, West Virginia. Allied is the operator of the project with full control of all operations.  We are obligated to pay the total drilling and completion costs of $157,575 to earn in the well WVIC D-12 and Eco Forrest Lease a before payout working interest of seventy percent (70%) and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of fifty percent (50%) and net revenue interest of 42.2% (50% x 84.4%).  Preparatory work completion of an 8,000bbl containment pit, installation of two 100bbl oil storage tanks and delivery of 3,000 ft of production tubing and rods has begun on the well WVIC D-12.





17




For the three months ended January 31, 2011, as compared to the three months ended January 31, 2010.





Results of Operations.





Revenues.We had oil revenues of $104,063 for the three months ended January 31, 2011, as compared to oil revenues of $25,646 for the three months ended January, 31, 2010. Those revenues were generated from our interest in the Lozano lease in Texas. We had expected to generate greater revenues from the Lozano lease. However, multiple wells required maintenance resulting in significant production downtime and decreased lease revenues for the nine month period ended January 31, 2011. We are currently evaluating several options including change of operator to improve production figures. We expect the lease revenues from the Lozano and Florence Valentine leases will continue with slow decline for the foreseeable future.





To implement our business plan during the next twelve months, we need to generate increased revenues from the Lozano lease and other interests. Our failure to do so will hinder our ability to increase the size of our operations and to generate additional revenues. If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations.





Operating Costs and Expenses. For the three months ended January 31, 2011, our total operating costs and expenses were $219,057, which is primarily comprised of lease operating costs of $17,298, production costs of $39,513, wage related expenses of $50,295, professional fees of $61,157 and general and administrative expenses of $41,055.  By comparison, our total operating costs and expenses were $169,794 for the three months ended January 31, 2010.





Operating Loss.  For the three months ended January 31, 2011, our total loss from operations was $114,994 as compared to a total loss from operations of $144,148 for the three months ended through January 31, 2010. We expect that we will continue to generate operating losses for the foreseeable future.





We expect that our future monthly operating expenses for fiscal year 2011 will be similar to our current expense levels, plus additional direct costs relating to newly acquired interests.  We will continue to incur significant general and administrative expenses, but expect to generate increased revenues after further developing our business.





Other Income and Expense.For the three months ended January 31, 2011, our net other expense was $334,455, which was comprised of interest expense of $66,014 and debt discount amortization of $268,441. The total other expenses is attributed to the interest expense and debt discount which resulted from the senior secured convertible promissory note financing. In comparison, for the three months ended January 31, 2010, our net other expense was $16,943, which was comprised of interest expense of $5,402 and debt discount amortization of $11,541.





Net Loss.For the three months ended January 31, 2011, our net loss was $449,448, as compared to a net loss of $161,091 for the three months ended through January 31, 2010.  The significant increase in our net loss between the comparable periods was directly related to the increase in net other expense for the three months ended January 31, 2011. We hope to generate additional revenues from our projects to cover out operating costs, which will reduce our net loss in the future.  We cannot guaranty that we will be able to generate additional revenues or, if that we do generate additional revenues, that such increased revenues will reduce our net loss in future periods.





18




For the nine months ended January 31, 2011, as compared to the period of inception (September 1, 2009) through January 31, 2010.





Results of Operations.





Revenues.  We had oil revenues of $154,018 for the nine months ended January 31, 2011, as compared to oil revenues of $38,092 for the period of inception through January 31, 2010. Those revenues were generated from our interest in the Lozano lease in Texas. We had expected to generate greater revenues from the Lozano lease. However, multiple wells required maintenance resulting in significant production downtime and decreased lease revenues for the nine month period ended January 31, 2011. We are currently evaluating several options including change of operator to improve production figures. We expect the lease revenues from the Lozano and Florence Valentine leases will continue with slow decline for the foreseeable future.





To implement our business plan during the next twelve months, we need to generate increased revenues from the Lozano lease and other interests.  Our failure to do so will hinder our ability to increase the size of our operations and to generate additional revenues.  If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations.





Operating Expenses.  For the nine months ended January 31, 2011, our total operating costs and expenses were $506,994, which is primary comprised of production costs of $65,399, wage related expenses of $136,697, professional fees of $144,044 and general and administrative expenses of $121,698. By comparison, our total operating costs and expenses were $230,821 for the period of inception through January 31, 2010 which is primary comprised of production costs of $13,835, wage related expenses of $33,580, professional fees of $143,723 and general and administrative expenses of $33,869.  The increases in total operating costs and expenses from 2010 to 2011 was directly related to increases in production costs, wage related expenses and general administrative expenses for the nine months ended January 31, 2011.





We expect that our future monthly operating expenses for fiscal year 2010 will be similar to our current expense levels, plus additional direct costs relating to newly acquired interests.  We will continue to incur significant general and administrative expenses, but expect to generate increased revenues after further developing our business.





Operating Loss.  For the nine months ended January 31, 2011, our total loss from operations was $352,976, as compared to a total loss from operations of $192,729 for the period of inception through January 31, 2010. We expect that we will continue to generate operating losses for the foreseeable future.





Other Income and Expense.  For the nine months ended January 31, 2011, our net other expense was $565,359, which was comprised of interest expense of $119,064 and debt discount amortization of $446,295.  The total other expenses is attributed to the interest expense and debt discount which resulted from the senior secured convertible promissory note financing.  In comparison, for the period of inception through January 31, 2010, our net other expense was $16,943, which was comprised of interest expense of $5,402 and debt discount amortization of $11,541.





Net Loss.  For the nine months ended January 31, 2011, our net loss was $918,334, as compared to a net loss of $209,672 for the period of inception through January 31, 2010.  The significant increase in our net loss between the comparable periods was directly related to the increase in operating expenses and net other expense for the nine months ended January 31, 2011. We hope to generate additional revenues from our projects to cover out operating costs, which will reduce our net loss if future.  We cannot guaranty that we will be able to generate additional revenues or, if that we do generate additional revenues, that such increased revenues will reduce our net loss in future periods.





Financial Condition, Liquidity and Capital Resources.We had cash of $2,614, accounts receivable of $41,764 and prepaid expense of $14,212 as of January 31, 2011, making our total current assets $58,590.  We also had $1,177,936 in net property and equipment, which consists of oil and gas properties of 1,198,931 and property and equipment of $5,296, net of accumulated depreciation, depletion and amortization of $26,291.  Therefore, our total assets as of that date were $1,236,526. Our total liabilities were $970,102 as of January 31, 2011.  This was comprised of total current liabilities of $267,858, represented by accounts payable and accrued expenses of $130,071 and accrued interest of $137,787.  We had total long-term liabilities of $702,244, represented by a senior secured convertible promissory note, net of discount of $922,661.  We had no other liabilities and no long term commitments or contingencies as of January 31, 2011.





19




In April 2010, we entered into a participation agreement with WEJCO, to acquire participation rights in WEJCO’s working interest in oil, gas and mineral leases represented by a leasehold estate and well in Brown County, Texas, in exchange for our cash payment of $18,050 and the future payment of a proportional share of drilling and completion costs in the project.  The initial cash payment of $18,050 represents twenty percent (20%) of the total $90,250 cost of the geologic, land and seismic costs attributed to the well project in exchange for an assignment of WEJCO’s interest in the project to us. We expect to make future payments to WEJCO of our proportional share of the drilling and completion costs in the project, which will affect our liquidity.





In May 2010, we entered into a participation agreement with Allied, pursuant to which we acquired an undivided 50% working interest in the Florence Valentine Lease and a working interest and net revenue interest in the Valentine #1 re-entry well. We paid the total drilling and completion costs of $153,500 to earn in the Valentine #1 re-entry well and the Florence Valentine lease before a payout working interest of 70% and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of 50% and net revenue interest of 42.2% (50% x 84.4%). We are not obligated to make any future payments of our proportional share of drilling and completion costs in the project. However, if the actual costs exceed the initial authority for expenditure, then we will be obligated to pay our proportional share of the overrun.





On August 4, 2010, we entered into a participation agreement with Allied, pursuant to which we acquired an undivided fifty percent (50%) working interest in the M. Dillon Lease and a working interest and net revenue interest in the Dillon #1 re-entry well. This well is located on approximately 204 acres in Pleasants County, West Virginia. Allied is the operator of the project with full control of all operations. We paid the total drilling and completion costs of $179,125 to earn in the Dillon #1 re-entry well and M. Dillon Lease a before payout working interest of seventy percent (70%) and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of fifty percent (50%) and net revenue interest of 42.2% (50% x 84.4%). We are not obligated to make any future payments of our proportional share of drilling and completion costs in the project. However, if the actual costs exceed the initial authority for expenditure, then we will be obligated to pay our proportional share of the overrun.





On September 3, 2010, we entered into the Sub Agreement with Berry to purchase 6.5 units of the Berry Prospect #22-A, which includes two (2) wells to be drilled in North Central, Pickett County, Tennessee, in exchange for our cash payment of $97,500.  Each unit is equal to approximately 3.33% working interest or approximately 2.33% net revenue interest in each of the two (2) wells to be drilled in North Central, Pickett County, Tennessee. We are not obligated to make any future payments of our proportional share of drilling and completion costs in the project. However, if the actual costs exceed the initial authority for expenditure, then we will be obligated to pay our proportional share of the overrun.





On December 15, 2010, we exercised an option to participate in the recompletion of the well WVIC D-12 with Allied, pursuant to the Participation Agreement with Allied, as amended in the Amendment Agreement on October 15, 2010. The well WVIC D-12 is included in the Eco Forrest Lease, which is located on approximately 493 acres in Ritchie County, West Virginia. We are obligated to pay the total drilling and completion costs of $157,575 to earn in the well WVIC D-12 and Eco Forrest Lease a before payout working interest of seventy percent (70%) and net revenue interest of 59.08 (70% x 84.4%) and an after payout working interest of fifty percent (50%) and net revenue interest of 42.2% (50% x 84.4%).





On November 18, 2009, we entered into a note and warrant purchase agreement with one investor, whereby the investor agreed to lend up to $2,000,000 to us in multiple installments in exchange for senior secured convertible promissory notes with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The notes are due on November 18, 2012, or upon default, whichever is earlier, and bear interest at the annual rate of 8%.The first installment of $334,905 was delivered on November 18, 2009, and we issued 334,905 warrants to the investor in connection with the first installment. The agreement provides that the investor will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount.





On February 5, 2010, we entered into a senior secured convertible promissory note with that investor in exchange for $80,000 pursuant the above agreement.  The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, this investor also received warrants to purchase 80,000 shares of our common stock at a purchase price of $1.00 per share. These warrants expire five years from the date of the investment.





On March 4, 2010, we entered into a senior secured convertible promissory note with that investor in exchange for $300,000 pursuant to a financing agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 300,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





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On March 25, 2010, we entered into a senior secured convertible promissory note with that investor in exchange for $100,000.  The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 100,000 shares of our common stock at a purchase price of $1.00 per share, which expire five years from the date of the investment.





On April 15, 2010, we entered into a senior secured convertible promissory note with that investor in exchange for $250,000.  This note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 250,000 shares of our common stock at a purchase price of $1.00 per share, which expire five years from the date of the investment.





On July 22, 2010, we entered into a senior secured convertible promissory note with the same investor in exchange for $175,000.  The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the Note, the investor also received warrants to purchase 175,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On August 12, 2010, we entered into a senior secured convertible promissory note with the same investor in exchange for $25,000.  The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which the investor can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the Note, the investor also received warrants to purchase 25,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On August 18, 2010, we entered into a senior secured convertible promissory note with the investor in exchange for $150,000 pursuant to the Financing Agreement.  The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share.  In connection with the note, the investor also received warrants to purchase 150,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On September 7, 2010, we entered into a senior secured convertible promissory note with the investor in exchange for $70,000 pursuant to the Financing Agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share.  In connection with the note, the investor also received warrants to purchase 70,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On September 24, 2010, we entered into a senior secured convertible promissory note with the same investor in exchange for $40,000 pursuant to the Financing Agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share.  In connection with the note, the investor also received warrants to purchase 40,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On December 2, 2010, we entered into a senior secured convertible promissory note with the same investor in exchange for $25,000 pursuant to the Financing Agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The note has an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 25,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On December 15, 2010, we entered into a senior secured convertible promissory note with the same investor in exchange for $75,000 pursuant to the Financing Agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%. The note has an optional conversion feature by which this lender can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 75,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





As of January 31, 2011, we had cash of $2,614. As discussed below, in February 2011 and March 2011, we received $100,000 and $160,000, respectively, pursuant to the Financing Agreement. We estimate that our cash on hand will not be sufficient for us to continue our current operations for the next twelve months. We will need additional cash to expand our operations. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could differ as a result of a number of factors. In addition to generating revenues from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably.





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On February 8, 2011, we entered into a senior secured convertible promissory note with the same investor in exchange for $100,000 pursuant to the Financing Agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 100,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





On March 1, 2011, we entered into a senior secured convertible promissory note with the same investor in exchange for $160,000 pursuant to the Financing Agreement. The note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. In connection with the note, the investor also received warrants to purchase 160,000 shares of our common stock at a purchase price of $1.00 per share. The warrants expire five years from the date of the investment.





We have been, and currently are, working toward identifying and obtaining new sources of financing. No assurances can be given that we will be successful in obtaining additional financing in the future.  Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.





If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our product and service development efforts.





During the fiscal year ending 2011, we expect that the legal and accounting costs of being a public company will continue to impact our liquidity. We also expect to make future payments related to certain of our oil and gas projects as discussed above. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company and future payments related to certain of our oil and gas projects, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.





We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. In the event that we expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity.  However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.





Off-Balance Sheet Arrangements.We have no off-balance sheet arrangements.





Item 3.  Quantitative and Qualitative Disclosures about Market Risk.





Not Applicable.





Item 4.  Controls and Procedures.





Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.





Changes in internal controls.There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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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.





None.





Item 3.  Defaults Upon Senior Securities.





None.





Item 4.  (Removed and Reserved).





None.





Item 5.  Other Information.





None.





Item 6.  Exhibits.





31.1
Certification of Principal Executive Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Principal Financial Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002









































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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








Alamo Energy Corp.,

a Nevada corporationMarch 22, 2011
By:
/s/ Allan MillmakerIts:
Allan Millmaker

Chief Executive Officer,

President, Director

(Principal Executive Officer)








March 22, 2011
By:
/s/ Philip MannIts:
Philip Mann

Chief Financial Officer,

Secretary, Director

(Principal Financial and Accounting Officer)







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