UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





r
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended July 31, 2010





r
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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)

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.  rYes  rNo





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). rYes rNo





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
r

Accelerated filer
rNon-accelerated filer
r
(Do not check if a smaller reporting company)
Smaller reporting company
r





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





As of September 15, 2010, 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
14Item 3.
Quantitative and Qualitative Disclosures About Market Risk
18Item 4.
Controls and Procedures
18PART II

OTHER INFORMATIONItem 1.
Legal Proceedings
19Item 1A.
Risk Factors
19Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19Item 3.
Defaults Upon Senior Securities
19Item 4.
Submission of Matters to Vote of Security Holders
19Item 5.
Other Information
19Item 6.
Exhibits
19





2





PART I - FINANCIAL INFORMATION





Item 1. Financial Statements




TABLE OF CONTENTS
 
 Condensed Balance Sheets
4Condensed Statements of Operations
5Condensed Statement of Stockholders’ Equity (Deficit)
6Condensed Statements of Cash Flows
7Condensed Notes to Financial Statements
8
  3
 ALAMO ENERGY, INC.
 (AN EXPLORATION STAGE COMPANY)
 CONDENSED BALANCE SHEETS
  
 ASSETS
 
  July 31, 2010 Unaudited


April 30, 2010Current assetsCash

$
157,066


$
285,458Accounts receivable


-



18,034Prepaid expenses


20,212



8,084Total current assets


177,278



311,576Oil and gas properties


865,103



643,329Total assets

$
1,042,381


$
954,905
  LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  Current liabilitiesAccounts payable and accrued expenses

$
56,139


$
58,625Accrued interest


40,542



18,723Total current liabilities


96,681



77,348Senior secured convertible promissory notes, net of discount of $933,040 and $808,956 respectively


306,865



255,949Total liabilities


403,546



333,297Stockholders’ equity (deficit)Common stock, $0.001 par value, 975,000,000 shares

authorized, 48,668,520 and 48,668,520 issued and

outstanding, respectively


48,669



48,669Additional paid-in capital


1,251,251



1,075,201Deficit accumulated during the exploration stage


(661,085
)


(502,262
)Total stockholders’ equity (deficit)


638,835



621,608Total liabilities and stockholders’ equity (deficit)

$
1,042,381


$
954,905
  See accompanying notes to financial statements.
 4
 ALAMO ENERGY, INC.
 (AN EXPLORATION STAGE COMPANY)
 CONDENSED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED JULY 31, 2010 AND
 FOR THE PERIOD OF INCEPTION (SEPTEMBER 1, 2009) THROUGH JULY 31, 2010
 (UNAUDITED)
  Three Months

Ended July 31,

2010


Inception

(September 1,

2009) through

July 31, 2010Oil and gas sales

$
11,361


$
76,792Cost of oil and gas sales


4,090



27,667Gross profit (loss)


7,271



49,125Operating expenses:Wage related expenses


40,836



114,604Professional fees


31,567



265,430General and administrative


20,957



146,695Total operating expenses


93,360



526,729Loss from operations


(86,089
)


(477,604
)Other income (expense):Interest expense


(21,818
)


(40,586
)Interest expense, debt discount amortization


(50,916
)


(142,895
)Other income (expense), net


(72,734
)


(183,481
)Net loss before provision for income taxes


(158,823
)


(661,085
)Provision for income taxes


-



-Net loss

$
(158,823
)

$
(661,085
)Weighted average shares outstanding- basic and diluted


48,668,520



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

$
(0.00
)

$
(0.02
)
  
   
   See accompanying notes to financial statements.
 5
 ALAMO ENERGY, INC.
 (AN EXPLORATION STAGE COMPANY)
 CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 FOR THE PERIOD OF INCEPTION (SEPTEMBER 1, 2009) THROUGH JULY 31, 2010
 (UNAUDITED)
  
  
  Common StockShares


Amount


Additional

Paid-in

Capital


Deficit

Accumulated

During the Development

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


-



-



175,000



-



175,000Contribution of facilities rent – related party


-



-



1,050



-



1,050Net (loss)


-



-



-



(158,823
)


(158,823
)Balance, July 31, 2010


48,668,520


$
48,669


$
1,251,251


$
(661,085
)

$
638,835
  See accompanying notes to financial statements.
 6
 ALAMO ENERGY, INC.
 (AN EXPLORATION STAGE COMPANY)
 CONDENSED STATEMENT OF CASH FLOWS
 FOR THE THREE MONTHS ENDED JULY 31, 2010 AND
 FOR THE PERIOD OF INCEPTION (SEPTEMBER 1, 2009) THROUGH JULY 31, 2010
 (UNAUDITED)
  
  
  For the Three Months Ended July 31, 2010


For the Period from Inception

(September 1, 2009) through

July 31, 2010Cash flows from operating activitiesNet loss

$
(158,823
)

$
(661,085
)Adjustments to reconcile net loss to net cash used in operating activitiesAdditional paid-in capital in exchange for facilities provided by related party


1,050



3,850Accretion of debt discount


50,916



142,895Changes in operating assets and liabilitiesDecrease in accounts receivable


18,034



-(Increase) in prepaid expenses


(12,128
)


(20,212
)(Decrease) increase in accounts payable


(2,485
)


(23,726
)Increase in accrued interest


21,818



40,542Net cash used in operating activities


(81,618
)


(517,736
)Cash flows from investing activitiesPurchase of oil and gas properties


(221,774
)


(565,103
)Net cash used by investing activities


(221,774
)


(565,103
)Cash flows from financing activitiesProceeds from convertible promissory notes


175,000



1,239,905Net cash provided by financing activities


175,000



1,239,905Net increase (decrease) in cash


(128,392
)


157,066Cash, beginning of period


285,458



-Cash, end of period

$
157,066


$
157,066Supplemental disclosure of cash flowinformationIncome taxes paid

$
-


$
-Interest paid

$
-


$
-Shares issued for oil and gas properties

$
-


$
300,000
  See accompanying notes to financial statements.
 7
   Alamo Energy Corp.
 (An Exploration Stage Company)
 Notes to the Financial Statements
 Unaudited
 
 1.Nature of Operations and Basis of Presentation
 
 Nature of Operations
 
   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 months ended January 31, 2010 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.
 
 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 July 31, 2010, 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.
 
 
 8
 
 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
 
 The Company records the sale of its interests in prospects as a reduction to the cost pool when the terms of the transaction are final and the sales price is determinable. Spud fee revenue is recognized when drilling commences.  Working interest, royalty and net profit interests are recognized as revenue when oil and gas is sold.
 
 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 July 31, 2010, 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 July 31, 2010.
  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.
 
 9
 Recent Accounting Pronouncements
 
 In May 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 In April 2010, the FASB issued ASU 2010-17, Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 There were various other 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.
 
 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.
    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.
 
 10
 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.
 
 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.
 
 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
 
 11
 5.         Equity
 
 Warrant Activity
 
 A summary of warrant activity for the period from September 1, 2009 (inception) through July 31, 2010 is presented below:
 
 Number of

Warrants


Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contract TermOutstanding September 1, 2009


-



-Issued


1,239,905


$
1.00Exercised


-



-Outstanding July 31, 2010


1,239,905


$
1.00

4.6 yearsExercisable,  July 31, 2010


1,239,905


$
1.00

4.6 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
2,560,894Warrants
1,239,905Reserved shares at July 31, 2010
3,800,799
 
 6.         Commitments and Contingencies
 
 Going Concern
 
 The Company is in the exploration stage, has little revenue, and has incurred net losses of $661,085 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.
 
 The Company also maintains an office in London, United Kingdom, where it occupy approximately 135 square feet of office space, in exchange for £2,200 + VAT per month on a month to month basis.
 
 
 12
 7.      Subsequent Events
 
 Participation Agreement with Allied Energy, Inc.
 
 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.
 
 Note and Warrants
 
 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.
 
 Subscription Agreement for Oil and Gas Properties
  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.
 
 
 
  13
  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 July 31, 2010.





The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended July 31, 2010, together with notes thereto.





Overview.We were incorporated in the State of Nevada on March 29, 2006 as Green Irons Holdings Corp. to conduct a business in the golfing industry.  On November 18, 2009, we completed the purchase of certain oil and gas assets (the “Asset Purchase Transaction”) contemplated by an Asset Purchase and Sale Agreement with Alamo Oil Limited, a United Kingdom corporation (“Alamo Oil”).  The Asset Purchase Transaction was deemed to be a reverse acquisition, where we (the legal acquirer) are considered the accounting acquiree and Alamo Oil (the legal acquiree) is considered the accounting acquirer.  We are deemed a continuation of the business of Alamo Oil, and the historical financial statements of Alamo Oil became our historical financial statements.





As a result of the Asset Purchase Transaction, we changed management, entered the oil and gas business, and ceased all activity in our former business.





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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.





Recent Developments.





Valentine Agreement. In May 2010, we entered into a participation agreement with Allied Energy, Inc. (“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.  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.  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 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%).  This brief description of the participation agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the agreement as attached in Exhibit 10.1 to our Current Report on Form 8-K filed on May 20, 2010.





Dillon Agreement. On August 4, 2010, we entered into another participation agreement with Allied, 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.  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.  We paid the total drilling and completion costs of $179,125 to earn in the well and the 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 shall have the option to participate in the re-entry of sixteen additional wells owned by Allied in West Virginia.  This brief description of the participation agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the participation agreement as attached in Exhibit 10.1 to our Current Report on Form 8-K filed on August 5, 2010.





Berry Agreement. On September 3, 2010, we entered into a Subscription Agreement (the “Sub 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 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.  The Sub Agreement also provides for Berry and us to enter into an operating agreement whereby Berry will be designated the operator of the well.  This brief description of the Sub Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Sub Agreement, which is attached as Exhibit 10.1 to our Current Report on Form 8-K filed on September 9, 2010.





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For the three months ended July 31, 2010.





Results of Operations.





Revenues.We had oil and gas sales of $11,361 for the three months ended July 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 three month period ended July 31, 2010. We are currently evaluating several options including change of operator to improve the lower than expected production figures. We expect that lease revenues from the Lozano lease will continue with slow decline for the foreseeable future.  Our cost of oil and gas sales was $4,090, resulting in gross profit of $7,271.





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 three months ended July 31, 2010, our total operating expenses were $93,360, which is comprised of wage related expenses of $40,836, professional fees of $31,567 and general and administrative expenses of $20,957.





We expect that our future monthly operating expenses for 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 three months ended July 31, 2010, our total loss from operations was $86,089. We expect that we will continue to generate operating losses for the foreseeable future.





Other Expenses.For the three months ended July 31, 2010, our total other expenses were $72,734, which was comprised of interest expense of $21,818 and debt discount amortization of $50,916.  The total other expenses is attributed to the interest expense and debt discount which resulted from the senior secured convertible promissory note financing.





Net Loss.For the three months ended July 31, 2010, our net loss was $158,823.  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 $157,066, accounts receivable of $0 and prepaid expense of $20,212 as of July 31, 2010, making our total current assets $177,278.  We also had $865,103 in other assets, which consists of oil and gas properties.  Therefore, ourtotal assets as of that date were $1,042,381. Our total liabilities were $403,546 as of July 31, 2010.  This was comprised of total current liabilities of $96,681, represented by accounts payable and accrued expenses of $56,139 and accrued interest of $40,542.  We had total long-term liabilities of $306,865, represented by a senior secured convertible promissory note, net of discount of $933,040.  We had no other liabilities and no long term commitments or contingencies as of July 31, 2010.





On November 18, 2009, we entered into a Note and Warrant Purchase Agreement (“Financing 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.





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On February 5, 2010, we entered into a senior secured convertible promissory note with that investor in exchange for $80,000 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, 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 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 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.





On March 25, 2010, we entered into a senior secured convertible promissory note with the 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 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 100,000 shares our common stock at a purchase price of $1.00 per share.  These warrants expire five years from the date of the investment.





On April 15, 2010, we entered into a senior secured convertible promissory note with the investor in exchange for $250,000 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 250,000 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 July 22, 2010, we entered into a senior secured convertible promissory note with the investor in exchange for $175,000 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 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 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 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.





17


As of July 31, 2010, we had cash of $157,066. We estimate that our cash on hand will not be sufficient for us to continue and expand our current operations for the next twelve months. 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.





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 material adverse effect 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.





During the next twelve months, we expect thatthe legal and accounting costs of being a public companywill continue to impact our liquidity.Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, 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





Not applicable.





Item 4T.  Controls and Procedures





Evaluation of disclosure controls and procedures.We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the   it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC’s rules and forms.  Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.  Based upon the evaluation of those controls and procedures performed as of July 31, 2010, the date of this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.





Changes in internal controls over financial reporting.There was no change during our most recently completed fiscal quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.





18


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.  Submission of Matters to Vote of Security Holders





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





19





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 corporationSeptember 20, 2010
By:
/s/ Allan MillmakerIts:
Allan Millmaker

Chief Executive Officer,

President, Director

(Principal Executive Officer)








September 20, 2010
By:
/s/ Philip MannIts:
Philip Mann

Chief Financial Officer,

Secretary, Director

(Principal Financial and Accounting Officer)