UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended October 31, 2008
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 333-119848
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AAA ENERGY, INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 90-0338080
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
573 Jie Fang Road N., Guangzhou, China
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: ((86)20-3984-8808
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [ X ] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 34,272,000 shares of $0.001
par value common stock outstanding as of December 9, 2008
AAA ENERGY INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
OCTOBER 31, 2008
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
AAA ENERGY INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
October 31, July 31,
2008 2008
ASSETS
Current
Cash $6,217 $10,506
Prepaid expenses 24,681 24,681
Total Assets $30,898 $35,187
LIABILITIES
Current
Accounts payable and accrued liabilities $51,889 $43,113
Due to related party (Note 2) 6,476 6,476
Convertible Note (Note 3) 289,140 244,921
Total Liabilities 347,505 294,510
STOCKHOLDERS' DEFICIT
Common Stock
Authorized:
100,000,000 common shares $0.001 par value
Issued:
34,272,000 shares issued and outstanding 34,272 34,272
(July 31, 2008 - 34,272,000)
Additional paid-in capital 334,535 334,535
Deficit accumulated during the exploration stage (685,414) (628,130)
Total Stockholders' Deficit (316,607) (259,323)
Total Liabilities and Stockholders' Deficit $30,898 $35,187
COMMITMENT (Note 4)
The accompanying notes are an integral part of these financial statements
AAA ENERGY INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Cumulative
months ended From May 26, 2004
October 31, (Inception) to
October 31,
2008 2007 2008
EXPENSES
Accounting and audit fees $9,182 8,475 $68,818
Bank charges 25 138 1,018
Consulting fees (Note 2) - 12,165 109,299
Filing and transfer agent fees 1,000 250 8,748
Interest expense (Note 3) 44,219 29,876 278,447
Investor relations - - 29,350
Legal fees - 2,500 19,530
Mineral property costs - 8,138 37,637
Office expenses 1,117 2,983 31,217
Travel and promotion 1,741 12,720 101,350
NET LOSS $(57,284) $(77,245) $(685,414)
LOSS PER SHARE - BASIC AND DILUTED $(0.00) $(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED 34,272,000 34,272,000
The accompanying notes are an integral part of these financial statements
AAA ENERGY INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Cumulative
months ended From May 26, 2004
October 31, (Inception) to
October 31,
2008 2007 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(57,284) $(77,245) $(685,414)
Non cash items:
Accrued interest expense 44,219 29,876 278,447
Shares issued for mineral
property costs - - 500
Change in non-cash working capital
items:
Prepaid expenses - (6,308) (24,681)
Accounts payable and accrued
liabilities 8,776 (4,794) 51,889
NET CASH USED IN OPERATIONS (4,289) (58,471) (379,259)
CASH FLOWS USED IN INVESTING ACTIVITIES
Mineral Property costs - (5,000) -
NET CASH USED IN INVESTING ACTIVITIES - (5,000) -
CASH FLOWS FROM FINANCING ACTIVITIES
Due to related party - - 6,476
Capital stock issued for cash - - 94,000
Proceeds from issuance of convertible
note - - 285,000
NET CASH PROVIDED BY FINANCING
ACTIVITIES - - 385,476
INCREASE (DECREASE) IN CASH (4,289) (63,471) 6,217
CASH, BEGINNING 10,506 114,425 -
CASH, ENDING $6,217 $50,954 $6,217
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for:
Interest $- $- $-
Income taxes $- $- $-
Non cash item:
Shares issued for acquisition of
mineral property $- $- $500
The accompanying notes are an integral part of these financial statements
AAA ENERGY INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2008
(unaudited)
Note 1 Basis of Presentation
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the rules and regulations of the Securities
and Exchange Commission. They may not include all information and footnotes
required by genearlly accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
changes in the information disclosed in the notes to the financial statements
for the year ended July 31, 2008, included in the Company's Form 10-K filed
With the Securities and Exchange Commission. The unaudited interim financial
statements should be read in conjunction with those financial statements
included in the Form 10-K. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the three months
ended October 31, 2008 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2009.
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.
PLAN OF OPERATION
We commenced operations as a company involved in the acquisition and exploration
of resource properties. During the fiscal year ended July 31, 2005, we held a
100% interest in five mineral claims comprising the BA property. During the
fiscal year ended July 31, 2006, our interest in the BA property lapsed.
We are continuing to review potential acquisitions in the resource sector and
completing due diligence investigation of various opportunities in the base and
precious metals sectors in China. During the year ended July 31, 2008, the
Company entered into an Earn-in Arrangement with Da Hua Mining Enterprise
Limited ("Da Hua"). Under the terms of the arrangement, the Company can acquire
an initial 48% undivided equity interest in the Lechang Shandmudong Mine ("The
Property") located in the Guangdong Province by completing within a 2-year
period an investment of RMB25 million (approximately US$3.4 million) in a newly
formed Chinese company ("Newco") that will hold the exploration and production
licenses underlying the Property. Of the total RMB25 million invested,
RMB10 million will be expended towards the approval by the Guandong Provincial
Bureau of Geology and Mineral Resources and transfer of a 30-year exploration
and Production license underlying the Property into Newco. The balance of RMB15
Million will be utilized by Newco towards exploration, production and
development Expenditures on the Property. However, to date, a formal agreement
has not been executed.
In light of a challenging financial market environment and its negative
implications on the junior resource sector, the Company is also looking into
other business opportunities in the import-export trade sector as well as
potential acquisitions in the green energy space.
In the next 12 months, we anticipate spending $35,000 in administrative and
professional fees, including fees we will incur in investigating additional
business opportunities and complying with reporting obligations.
The Company has previously announced that it was proceeding with the sale of up
to $1,000,000 in convertible debentures to finance potential acquisition of
natural and mineral resource projects and for working capital requirements,
including administrative expenses and costs incurred in connection with our
review of potential projects. Although upon the completion of the convertible
debenture financing, we will have sufficient funds for any immediate working
capital needs, additional funding may still be required in the form of equity
financing from the sale of our common stock. However, we do not have any
arrangements in place for any future equity financing.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
RESULTS OF OPERATIONS FOR PERIOD ENDING OCTOBER 31, 2008
We did not earn any revenues during the nine-month period ending OCTOBER 31,
2008. We incurred operating expenses in the amount of $57,284 for the three-
month period ending OCTOBER 31, 2008. Our operating expenses were comprised of
travel and promotion costs of $1,741, consulting fees of $0., mineral property
exploration costs of $0., accounting and audit fees of $9,182, filing and
transfer agent fees of $1,000, office expenses of $1,117, interest expense of
$44,219, and bank charges of $25.
At OCTOBER 31, 2008, we had total assets of $30,898 consisting of cash of
$6,217, and $347,505 in liabilities consisting of accounts payable and accrued
liabilities of $51,889, due to related party of $6,476, and $289,140 pursuant to
a convertible note.
ITEM 3: CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS
Our management evaluated the effectiveness of our disclosure controls and
procedures as of the end of our fiscal quarter on OCTOBER 31, 2008. This
evaluation was conducted by Siu Man Kwan, our chief executive officer and
principal accounting officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
LIMITATIONS ON THE EFFECTIVE OF CONTROLS
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A
design of a control system is also based upon certain assumptions about
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.
CONCLUSIONS
Based upon his evaluation of our controls, our chief executive officer and
principal accounting officer have concluded that, subject to the limitations
noted above, the disclosure controls are effective providing reasonable
assurance that material information relating to us is made known to management
on a timely basis during the period when our reports are being prepared. There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. Management is not aware of
any threatened litigation, claims or assessments.
Item 2. Changes in Securities
The Company did not issue any securities during the quarter ended October 31,
2008.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
Exhibits
31.1 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
31.2 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Current Reports on Form 8-K
We did not file any current reports on Form 8-K during the period.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: December 9, 2008
AAA Energy, Inc.
/s/ Siu Man Kwan
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Siu Man Kwan, President
/s/ Siu Man Kwan
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Siu Man Kwan
Principal accounting officer
and principal financial officer