UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ________________
Commission file number: 333-143969
| ALLIED AMERICAN STEEL CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 20-8600068 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
|
600 Grant Street, Suite 660 Pittsburgh, PA 15219 |
| (Address of principal executive offices) |
| (412) 223-2663 |
| (Registrant’s telephone number, including area code) |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
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). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, 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 ¨ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company x | |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of May 14, 2012, there were 101,668,351 shares of the issuer’s common stock, par value $0.001, outstanding.
ALLIED AMERICAN STEEL CORP.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
TABLE OF CONTENTS
| PAGE | ||
| PART I - FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| PART II - OTHER INFORMATION | 19 | |
| Item 1. | Legal Proceedings | 19 |
| Item 1A. | Risk Factors | 20 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 3. | Defaults Upon Senior Securities | 20 |
| Item 4. | Mine Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 20 |
| SIGNATURES | 22 |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on April 16, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
TABLE OF CONTENTS
| PAGE | |
| Condensed Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011 | 4 |
|
Condensed Statements of Operations for the three month periods ended March 31, 2012 and 2011 (unaudited) and for the period from March 7, 2007 (inception) to March 31, 2012 (unaudited) |
5 |
|
Condensed Statements of Cash Flows for the three month periods ended March 31, 2012 and 2011 (unaudited) and for the period from March 7, 2007 (inception) to March 31, 2012 (unaudited) |
6 |
| Notes to the Unaudited Condensed Financial Statements (unaudited) | 7 |
| 3 |
ALLIED AMERICAN STEEL CORP
(An Exploration Stage Company)
Unaudited Interim Condensed Balance Sheets
| March 31, | December 31, | |||||||
| ASSETS | 2012 | 2011(1) | ||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 139,120 | $ | 225,036 | ||||
| Prepaid expenses | 9,737 | 10,499 | ||||||
| Total current assets | 148,857 | 235,535 | ||||||
| Total Assets | $ | 148,857 | $ | 235,535 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 43,512 | $ | 28,893 | ||||
| Total current liabilities | 43,512 | 28,893 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock; $.001 par value, 50,000,000 shares authorized, zero shares issued and outstanding | - | - | ||||||
| Common stock; $.001 par value, 900,000,000 shares authorized; 101,668,351 and 101,543,351 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively | 101,668 | 101,543 | ||||||
| Additional paid-in-capital | 1,216,278 | 1,216,278 | ||||||
| Accumulated (deficit) during the exploration stage | (1,212,601 | ) | (1,111,304 | ) | ||||
| Stock issuable | - | 125 | ||||||
| Total stockholders' equity | 105,345 | 206,642 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 148,857 | $ | 235,535 | ||||
(1) Derived from audited financial statements.
The accompanying notes are an integral part of these financial statements.
| 4 |
ALLIED AMERICAN STEEL CORP
(An Exploration Stage Company)
Unaudited Interim Condensed Statements of Operations
| March 7, 2007 | ||||||||||||
| For the three | For the three | (date of inception) | ||||||||||
| months ended | months ended | through | ||||||||||
| March 31, 2012 | March 31, 2011 | March 31, 2012 | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | ||||||||||||
| Impairment of option for mineral rights | - | - | 125,626 | |||||||||
| General administrative | 76,349 | 1,234 | 631,061 | |||||||||
| General administrative - related-party | - | - | 49,875 | |||||||||
| Stock compensation bonus | - | 212,000 | 212,000 | |||||||||
| Exploration costs | - | - | 87,742 | |||||||||
| Officer payroll | 22,750 | 7,404 | 98,000 | |||||||||
| Payroll tax expense | 2,198 | 861 | 8,297 | |||||||||
| Total operating expenses | 101,297 | 221,499 | 1,212,601 | |||||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | (101,297 | ) | $ | (221,499 | ) | $ | (1,212,601 | ) | |||
| Basic and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Basic and diluted weighted average common shares outstanding | 101,577,692 | 234,070,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
ALLIED AMERICAN STEEL CORP
(An Exploration Stage Company)
Unaudited Interim Condensed Statements of Cash Flows
| March 7, 2007 | ||||||||||||
| For the three | For the three | (date of inception) | ||||||||||
| months ended | months ended | through | ||||||||||
| March 31, 2012 | March 31, 2011 | March 31, 2012 | ||||||||||
| Operating activities: | ||||||||||||
| Net loss | $ | (101,297 | ) | $ | (221,499 | ) | $ | (1,212,601 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Impairment of option for mineral rights acquired with stock | - | - | 125,626 | |||||||||
| Stock issued for services | - | 212,000 | 383,999 | |||||||||
| Changes in operating assets and liabilities: | - | |||||||||||
| (Increase) decrease in prepaid expense | 762 | - | (9,737 | ) | ||||||||
| (Increase) decrease in prepaid officer salary and expense | - | 7,000 | - | |||||||||
| Expenses paid on company behalf by related parties | - | - | 17,240 | |||||||||
| Increase in accrued officer vacation pay | - | 404 | - | |||||||||
| Increase in accrued payroll taxes | - | 861 | - | |||||||||
| Increase in accounts payable and accrued expenses | 14,619 | (955 | ) | 43,512 | ||||||||
| Net cash (used in) operating activities | (85,916 | ) | (2,189 | ) | (651,961 | ) | ||||||
| Financing activities: | ||||||||||||
| Proceeds from issuance of units of common stock and warrants | - | - | 669,885 | |||||||||
| Net proceeds from issuance of common stock | - | - | 66,950 | |||||||||
| Advances from related parties | - | 2,325 | 57,059 | |||||||||
| Payments to related parties | - | (128 | ) | (2,813 | ) | |||||||
| Net cash provided by financing activities | - | 2,197 | 791,081 | |||||||||
| Net change in cash | (85,916 | ) | 8 | 139,120 | ||||||||
| Cash, beginning of period | 225,036 | 17 | - | |||||||||
| Cash, ending of period | $ | 139,120 | $ | 25 | $ | 139,120 | ||||||
| Non cash financing activities: | ||||||||||||
| Related party debt forgiven | $ | - | $ | 69,314 | $ | 71,486 | ||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
| ALLIED AMERICAN STEEL CORP. |
| (An Exploration Stage Company) |
| NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS |
| March 31, 2012 |
Note 1. Nature of Business and Summary of Significant Accounting Policies
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are representations of management. These accounting policies conform to generally accepted accounting principles in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements.
In the opinion of management, the accompanying balance sheets and related interim statements of operations and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with U.S. GAAP for Allied American Steel Corp. (the “Company”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Interim results are not necessarily indicative of results for a full year. The information included in these Notes should be read in conjunction with information included in the Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on April 16, 2012.
Nature of business and organization
The Company’s principal business objective is as an exploration company focused on the discovery and production of significant iron ore resources and the titanium dioxide resources often associated with iron deposits. Prior to entering into the May 27, 2011 Assignment Agreement (see Note 4), we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). We believe that as a result of such Assignment Agreement we have ceased to be a shell company. The Company’s planned principal operations have commenced, but there has been no significant revenue therefrom, operations have been limited to general administrative operations and exploration, and as a result the Company is considered an exploration stage company as defined by ASC Topic 915 and SEC Industry Guide 7.
Revenue recognition
The Company has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy.
Mineral Properties
The Company accounts for its mining activities in accordance with FASB ASC 930 “Extractive Activities – Mining.” The Company capitalizes the costs to acquire mineral properties. Exploration costs are expensed as incurred and include geological and geophysical work on areas without identified reserves, together with drilling and other related costs. Capitalization of mine development costs that meet the definition of an asset begins once all operating permits have been secured, mineralization is classified as proven and probable reserves and a final feasibility study has been completed. Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. All capitalized costs are amortized using the units-of-production method over the estimated life of the ore body based on recoverable quantities to be mined from proven and probable reserves. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use. The Company had no mine development costs at March 31, 2012.
| 7 |
| ALLIED AMERICAN STEEL CORP. |
| (An Exploration Stage Company) |
| NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS |
| March 31, 2012 |
Mining facilities and equipment are recorded at cost. Expenditures for facilities and equipment relating to new assets or improvements are capitalized if they extend useful lives or extend functionality. Fixed plant and machinery are amortized using the units-of-production method over the estimated life of the ore body based on recoverable quantities to be produced from estimated proven and probable mineral reserves. Repairs and maintenance costs are charged to expense as incurred, except when these repairs extend the life or functionality of the asset. In these instances, that portion of the expenditure is capitalized and amortized over the period benefited. Depreciation, depletion and amortization is allocated to product inventory cost and then included as a component of operating expense as inventory is sold. As of March 31, 2012, the Company had no facilities and equipment.
As of March 31, 2012, the Company had not established any proven or probable reserves.
Estimates
The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements.
Impairment of Long-lived Assets
The carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Impairment on interests in mineral reserves are evaluated by considering criteria such as estimates of future cash flows that are directly associated with the asset, future extractive activity plans for the properties, and the results of geographic and geologic data related to the properties. As of December 31, 2011, the Company had fully impaired its interest in mineral rights.
Basic and diluted net loss per share
The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period.
Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. Shares associated with stock warrants are not included because their inclusion would be antidilutive (i.e., reduce the net loss per share).
At March 31, 2012, the Company had outstanding potentially dilutive shares of 893,176.
Recent Accounting Pronouncements
The Company has analyzed all recent accounting pronouncements and believes that none will have a material impact on the financial statements.
| 8 |
| ALLIED AMERICAN STEEL CORP. |
| (An Exploration Stage Company) |
| NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS |
| March 31, 2012 |
Note 2. Going Concern
The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a net operating loss of $1,212,601 from inception through March 31, 2012. The Company’s planned principal operations have commenced, but there has been no significant revenue. Operations have been limited to general administrative operations and exploration, and the Company remains in the exploration stages, raising substantial doubt about the Company’s ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 3. Prepaid Expense
At March 31, 2012, prepaid expenses consisted of $6,667 of consulting fees and $3,070 of directors and officers insurance.
Note 4. Option to Purchase Mineral Interests
We do not own any property. We have an option to acquire certain mineral rights.
On May 27, 2011, the Company entered into an Assignment and Sale Agreement (the “Assignment Agreement”) with North American Iron Ore, Inc., a Nevis corporation (“North American”), who became a related party on May 27, 2011, and Canamara Energy Corporation, a British Columbia corporation (“Canamara”). The Assignment Agreement provides the Company with an option to acquire up to a 60% undivided interest in certain mineral claims (the “Mineral Claims” or the “Property”) located in Lyonne Township, Roberval County in the Province of Quebec, free and clear of all claims, liens, charges and encumbrances, save and except for those set forth in the Assignment Agreement, including a 2.5% royalty held by the underlying owner. The Mineral Claims presently represent 48 contiguous claims totaling approximately 2,741 hectares.
To exercise the option assigned to the Company in the Assignment Agreement, we are required to incur expenditures on the Property in the amount of CDN $1,548,346 (approximately US$1,599,000 based on the conversion rate in effect as of June 1, 2011) on or before May 7, 2012. The Assignment Agreement represents the assignment and sale of an option only and although we intend to exercise the option, subject to receipt of required financing, we are under no obligation to North American or Canamara to do so.
The option terminates if the Company fails to make required expenditures on the Property when due or if the Company voluntarily terminate the option. In addition, Canamara may terminate the option if the Company is in breach of any of its representations and warranties. In such event, Canamara must first provide the Company with a notice of default following which the Company will have 30 days to cure. As of May 15, 2011, the Company has not received a notice of default from Canamara.
The Company’s interest in the Mineral Claims consists of its contractual right to acquire an interest in the Mineral Claims. As of March 31, 2012, the Company has incurred $87,742 of exploration costs on the property on which such Mineral Claims are located.
| 9 |
| ALLIED AMERICAN STEEL CORP. |
| (An Exploration Stage Company) |
| NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS |
| March 31, 2012 |
Under the Assignment Agreement, the Company issued 15,075,175 shares of its restricted common stock. The stock value was based on ASC 505-50-30-6, which evaluates the fair value of the equity instruments issued versus the fair value of goods or services received in share-based payment transactions with nonemployees, whichever is more reliably measurable. The Company determined that the fair value of the equity instruments issued were reliably measurable, and the Company valued the 15,075,175 shares at $0.00833 per share (rounded) for a total of $125,626 based on the per share value of a March 2011 stock transaction which was recorded on the Over-the-Counter Bulletin Board.
The Company evaluated the Assignment Agreement for impairment based on ASC 360-10-35-21 as a result of the Company’s current-period operating loss, history of operating losses, combined with the difficulty of accurately and reliably estimating future cash flows directly associated with the Property, given the stage of development of the Property. As a result, for the year ending December 31, 2011, the Company fully impaired the value of the Assignment Agreement in the amount of $125,626.
Summary
Mineral interests consisted of the following:
| March 31, | ||||||||
| 2012 | 2011 | |||||||
| Option on mineral rights | $ | - | $ | 125,626 | ||||
| Impairment charge | - | (125,626) | ||||||
| Total | $ | - | $ | - | ||||
Note 5. Commitments and Contingencies
The Company is subject to certain commitments and contingencies related to the Assignment Agreement that is described in Note 4.
Note 6. Stockholders’ Equity and Warrants
The Company’s articles of incorporation provide for the authorization of 50,000,000 shares of preferred stock and 900,000,000 shares of common stock with par values of $0.001. Common stock holders have all the rights and obligations that normally pertain to stockholders of Nevada corporations. The Company has not issued any shares of preferred stock. As of March 31, 2012 and December 31, 2011, the Company had 101,668,351 and 101,543,351 shares of common stock issued and outstanding, respectively. On April 27, 2011, the Company authorized an 18:1 forward split in the form of a dividend of its issued and outstanding common stock which became effective May 19, 2011. The dividend shares were issued on June 1, 2011. These unaudited condensed financial statements and notes retroactively reflect the forward split.
| 10 |
| ALLIED AMERICAN STEEL CORP. |
| (An Exploration Stage Company) |
| NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS |
| March 31, 2012 |
Warrants
In April 2011, the Company entered into a Securities Purchase Agreement with North American, for the sale of 133,282 units of securities of the Company at $0.75 per unit, for aggregate gross proceeds of $99,962. Each unit consisted of the following: (1) one share of common stock; (2) one warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $0.90 per share during a period of three years from issuance. No warrants have been exercised as of March 31, 2012.
The Company calculated the fair value of these warrants to be $700 using the Black Scholes model. The Company used the following assumptions: stock price of $0.0083, an exercise price of $0.90, expected term of 36 months, volatility of 220.54%, and discount rate of 1.280%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.
In June 2011, The Company entered into a Securities Purchase Agreement with North American, for the sale of 759,894 units of securities of the Company at $0.75 per unit, for aggregate gross proceeds of $569,923. Each unit consisted of the following: (1) one share of common stock; (2) one warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $0.90 per share during a period of three years from issuance. No warrants have been exercised as of March 31, 2012.
The Company calculated the fair value of these warrants to be $1,247,800 using the Black Scholes model. The Company used the following assumptions: stock price of $1.71, an exercise price of $0.90, expected term of 36 months, volatility of 220.54%, and discount rate of 0.765%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.
The following is a summary of the status of all of the Company’s stock warrants as of March 31, 2012.
| Number Of Warrants | Weighted-Average Exercise Price | |||||||||
| Outstanding at January 1, 2012 | 893,176 | $ | 0.90 | |||||||
| Granted | - | $ | - | |||||||
| Exercised | - | $ | - | |||||||
| Cancelled | - | $ | - | |||||||
| Outstanding at March 31, 2012 | 893,176 | $ | 0.90 | |||||||
| Warrants exercisable at March 31, 2012 | 893,176 | $ | 0.90 | |||||||
| 11 |
| ALLIED AMERICAN STEEL CORP. |
| (An Exploration Stage Company) |
| NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS |
| March 31, 2012 |
The following tables summarize information about stock warrants outstanding and exercisable at March 31, 2012:
| STOCK WARRANTS OUTSTANDING AND EXERCISABLE | ||||||||||||||
| Exercise Price |
Number of Warrants Outstanding |
Weighted-Average Remaining Contractual Life in Years |
Weighted- Average Exercise Price |
|||||||||||
| $ | 0.90 | 893,176 | 2.19 | $ | 0.90 | |||||||||
| 893,176 | 2.19 | $ | 0.90 | |||||||||||
Shares Issued Pursuant to Various Consulting Agreements
On June 1, 2011, the Company entered into a consulting agreement with Richard Tschauder to provide consulting services as the Company’s Senior Geologist. As compensation, Mr. Tschauder will receive $3,333 per month, payable each quarter in advance, plus $550 per day plus expenses for visits to the Company’s Property. The Company may require that Mr. Tschauder perform site visits three times per calendar year. In addition, Mr. Tschauder will receive 50,000 shares of the Company’s restricted common stock, 25,000 of which shares shall be payable as soon as practicable following the execution of the consulting agreement and 25,000 of which shares shall be payable as soon as practicable after December 1, 2011. The term of this agreement was for a twelve month period commencing June 1, 2011. 25,000 of these shares were issued in June 2011 and 25,000 of these shares were issued in March 2012. The valuation of the stock was determined by recent sales of stock that provided the most reliable measure of fair value in accordance with ASC 505-50-30-6. For the three months ended March 31, 2012, the Company recorded cash-based compensation expense in the amount of $10,000.
On June 1, 2011, the Company entered into a consulting agreement with Erik Ostensoe to provide consulting services as the Company’s Senior Exploration Advisor. As compensation, Mr. Ostensoe will receive $2,500 per month, payable each month in advance, plus $550 per day plus expenses for visits to the Company’s Property. The Company may require that Mr. Ostensoe perform site visits three times per calendar year. In addition, Mr. Ostensoe will receive 50,000 shares of the Company’s restricted common stock, 25,000 of which shares shall be payable as soon as practicable following the execution of the consulting agreement and 25,000 of which shares shall be payable as soon as practicable after December 1, 2011. The term of this agreement was for a twelve month period commencing June 1, 2011. 25,000 of these shares were issued in June 2011 and 25,000 of these shares were issued in March 2012. The valuation of the stock was determined by recent sales of stock that provided the most reliable measure of fair value in accordance with ASC 505-50-30-6. For the three months ended March 31, 2012, the Company recorded cash-based compensation expense in the amount of $7,500.
On June 22, 2011, the Company entered into a consulting agreement with David Dunn to provide consulting services as the Company’s Advisor. As compensation, Mr. Dunn will receive $550 per day plus expenses for visits to the Company’s Property. The Company may require that Mr. Dunn perform site visits three times per calendar year. In addition, Mr. Dunn will receive 50,000 shares of the Company’s restricted common stock, 25,000 of which shares shall be payable as soon as practicable following the execution of the consulting agreement and 25,000 of which shares shall be payable as soon as practicable after December 22, 2011. The term of this agreement was for a twelve month period commencing June 22, 2011. 25,000 of these shares were issued in June 2011 and 25,000 of these shares were issued in March 2012. The valuation of the stock was determined by recent sales of stock that provided the most reliable measure of fair value in accordance with ASC 505-50-30-6. For the three months ended March 31, 2012, the Company recorded compensation expense in the amount of $0.
On June 22, 2011, the Company entered into a consulting agreement with Stewart Jackson to provide consulting services as the Company’s Advisor. As compensation, Mr. Jackson will receive an upfront cash fee of $5,000 and $550 per day plus expenses for visits to the Company’s Property. The Company may require that Mr. Jackson perform site visits three times per calendar year. In addition, Mr. Jackson will receive 100,000 shares of the Company’s restricted common stock, 50,000 of which shares shall be payable as soon as practicable following the execution of the consulting agreement and 50,000 of which shares shall be payable as soon as practicable after December 22, 2011. The term of this agreement was for a twelve month period commencing June 22, 2011. 50,000 of these shares were issued in June 2011 and 50,000 of these shares were issued in March 2012. The valuation of the stock was determined by recent sales of stock that provided the most reliable measure of fair value in accordance with ASC 505-50-30-6. For the three months ended March 31, 2012, the Company recorded compensation expense in the amount of $0.
| 12 |
Note 7. Subsequent Events
On May 7, 2012 the Company determined not to exercise its option under the May 27, 2011 Assignment and Sale Agreement among the Company, North American Iron Ore, Inc. and Canamara Energy Corporation which provided the Company with the right to acquire up to a 60% undivided interest in certain mineral claims located in Lyonne Township, Roberval County in the Province of Quebec. (the “Lake Touladi Property”). This determination was made on the basis of work performed on the Lake Touladi Property, review of diligence materials and internal discussions with members of the Company’s Advisory Board. The company does not believe the Lake Touladi Property to be a viable resource mine as significant portions of the iron and some of the titanium resources located on the Lake Touladi Property are locked in silicate materials where economic recovery is unlikely. Further, the Company believes that the Lake Touladi Property contains substantially lower grades of titanium compared to similar mining projects in the area. The company is actively seeking to locate alternate mining opportunities.
The Company has evaluated subsequent events through the date the financial statements were issued, and has determined there are no other subsequent events to be reported.
| 13 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the “Company,” “we,” “us,” or “our” are to Allied American Steel Corp.
General Overview
We were incorporated in the State of Nevada on March 7, 2007 under the name Zion Nevada Corporation to acquire, develop and manage commercial and residential real estate properties. We were unsuccessful in this endeavor and never commenced material operations in this area. On May 21, 2009 we changed our name to Royal Union Holding Corporation. On April 28, 2011 we entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which we merged with our wholly owned subsidiary, Allied American Steel Corporation, a Nevada corporation with no material operations ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and our shareholders became shareholders of the surviving company named Allied American Steel Corporation. We changed our name to Allied American Steel Corporation to reflect a name which recognized our present business focused on the discovery and production of iron ore resources and titanium dioxide resources.
Assignment and Sale Agreement
On May 27, 2011 we entered into an Assignment and Sale Agreement (the “Assignment Agreement”) with North American Iron Ore, Inc., a Nevis corporation (“North American”) and Canamara Energy Corporation, a British Columbia, Canada corporation (“Canamara”). The Assignment Agreement provided us with the right to acquire up to a 60% undivided interest in certain mineral claims (the “Mineral Claims”, the “Property” or the “Lake Touladi Property”) located in Lyonne Township, Roberval County in the Province of Quebec, free and clear of all claims, liens, charges and encumbrances, save and except for those set forth in the Assignment Agreement, including a 2.5% royalty held by the underlying owner. The Mineral Claims represent 48 contiguous claims totaling approximately 2,741 hectares of iron and titanium dioxide resources.
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Pursuant to the Assignment Agreement, we were the assignee of North American which had entered into an agreement with Canamara on May 7, 2010 under which North American had the option to acquire the Mineral Claims by making cash payment to Canamara or making expenditures on the Property as follows:
| CDN $150,000 (for Canamara) on May 7, 2010; |
| CDN $250,000 (for Property expenditures) on or prior to November 7, 2010; and |
| CDN $1,750,000 (for Property expenditures) on or prior to May 7, 2012. |
As of the May 27, 2011 date of the Assignment Agreement, North American had paid Canamara or made expenditures with respect to the Mineral Claims in the aggregate amount of CDN $601,654 (approximately US$603,007 at the times of payment). In connection with the foregoing, expenditures means the sum of all monies spent in prospecting, exploring, geological, geophysical and geochemical surveying, sampling, examining, diamond and other types of drilling, developing, dewatering, assaying, testing, constructing, maintaining and operating roads, trails and bridges upon or across the Property, buildings, equipment, plant and supplies, salaries and wages (including fringe benefits) of employees and contractors directly engaged therein, insurance premiums, and all other expenses ordinarily incurred in prospecting, exploring and developing mining lands.
Pursuant to the Assignment Agreement, we issued to North American 15,075,175 shares of our restricted common stock which were valued, for the purpose of the Assignment Agreement, at a price of $0.04 per share or an aggregate of US$603,007.
To exercise the option assigned to us in the Assignment Agreement, we were required to incur expenditures on the Property in the amount of CDN $1,548,346 (approximately US$1,599,000 based on the conversion rate in effect as of June 1, 2011) on or before May 7, 2012. Based upon work performed by us on the Lake Touladi Property, review of diligence materials and internal discussions with the members of our Advisory Board, in early May 2012 we determined not to make any further expenditures on the Property and not to exercise the option. On May 9, 2012 Canamara notified us that we were in default under the Assignment Agreement for not making the required expenditures and that they intended to terminate the Assignment Agreement. Under the Assignment Agreement, we have 30 days to cure such default but, for the reasons set forth above, we do not intend to do so.We continue to look at other ventures involving the discovery and production of iron ore resources and the titanium dioxide resources often associated with iron deposits.
Exploration and Prospecting Program
During July 2011 we completed Phase I of our initial Prospecting Program at a cost of approximately $31,500 under which we located mineral outcrops on the Lake Touladi Property, estimated the size of mineralized zones, identified prospect targets and hired clearers to establish access to the Property.
During August, 2011 we completed Part A of Phase II of our Exploration Program at a cost of approximately $30,400 and under which we cleared outcrops, prepared preliminary access to outcrops and conducted limited channel sampling
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In August 2011 we retained Multi-Resources Boreal, a Quebec corporation (“MRB”) providing mineral exploration services, to verify the presence of iron bearing rock on the Lake Touladi Property. A total of 43 one meter channel samples were taken at 18 separate outcrops and the samples were assayed at AGAT Laboratories in Mississauga, Ontario.
On October 21, 2011 we entered into a Services Agreement (the “Services Agreement”) with MRB. Under the Services Agreement, MRB provided us with prospecting, trenching, sampling and other exploration services and manpower with respect to the Lake Touladi Property. The Services Agreement expired on April 21, 2012.
Performance of services by MRB under the Services Agreement was contingent on the prior receipt by MRB on the first of each month of an expense advance sufficient to cover budgeted expenses for that month. The term of the Services Agreement principally related to Part B of Phase II of our work program which was dedicated to Prospect Exploration. Part A of our Phase II Program which involved the clearing of outcrops, preparing a preliminary map of outcrops and limited channel sampling has been completed. Part B of Phase II ran through March 2012 and involved costs of approximately US$189,000. Activities included geological mapping and sampling of outcrops. MRB was responsible for locating subcontractors including, but not limited to, heavy equipment operators, drilling companies, and assay labs.
Further to Part A of our Phase II Program, in August 2011 we retained MRB to verify the presence of iron-bearing rock on the Property. A number of outcrops were discovered in or near the southern portion of the property in an area that was approximately 250 meters wide (east to west) and 500 meters long (north to south). A total of 43 one meter channel samples were taken at 18 separate outcrops. The samples were assayed at AGAT Laboratories in Mississauga, Ontario using a lithium borate fusion and ICP-OES finish. The average of all samples taken was 30.11% Iron Oxide (Fe2O3) and 2.83% Titanium Dioxide (TiO2). The best sample assayed indicated 40.75% Fe2O3. Titanium Dioxide appeared to be highly variable with assays reported as high as 5.48% and as low as 0.149%. In addition, the samples contained an average of 0.42%, Phosphorous Pentoxide (P2O5), with a maximum of 5.48%. Additional exploration verified the presence of iron bearing rock in an area one kilometer to the north of the northern edge of the minerals detected in the previously tested area. Exploration was also done to investigate continuity of mineral between the two zones. No outcrops of iron-rich rock were found between the two zones. A total of 47 samples were taken during this phase and analyzed at the ALS Chemex Lad in Val d’Or, Quebec. Analysis of those samples indicated that the deposit was subtly zoned, being more iron-rich in the south and more titanium-rich in the north. Permits for trenching were applied for, but not granted due to wetlands issues. We were in the process of reapplying for trenching and drilling permits when the determination was made not to exercise the option.
In September 2011, Bueno de Oro, a Nevada Geological Services corporation, was hired to manage the program. After managing the fall field program described above, Bueno de Oro designed and implemented a number of activities in order to use the data obtained during the field program to advance understanding of the deposit and design a more efficient approach to project exploration. Work included more detailed petrographic analysis, magnetic susceptibility testing, preliminary density determinations, metallurgical testing, analysis of analog deposits, construction of cross sections, geochemical analysis, geologic modeling, estimates of geologic potential, drill proposals, creation of customized standards for a QA/QC program and geologic reports. As a result of the work performed and related diligence, we determined that a significant portion of the iron and possibly some of the titanium located on the Lake Touladi property was locked in silicate minerals where economic recovery is unlikely. This changed the economic focus on the Lake Touladi Property from iron potential to titanium potential.
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Results of Operations for the Three Month Period Ended March 31, 2012 Compared to Three Month Period Ended March 31, 2011
During the three month period ended March 31, 2012, we generated no revenues, we had operating expenses of $101,297 and we incurred a net loss of $101,297. The principal components of our operating expenses and net loss was $24,948 allocated to officer salary and related expenses, and $76,349 of general administrative expenses. During the three month period ended March 31, 2011, we generated no revenues, we had operating expenses of $221,499, and we incurred a net loss of $221,499. The principal component of our net loss during the three month period ended March 31, 2011 was $212,000 allocated to a stock compensation bonus.
Liquidity and Capital Resources
We will need additional capital to implement our strategies. Given the currently unsettled state of the capital markets and credit markets, there is no assurance that we will be able to raise the amount of capital that we seek. Even if financing is available, it may not be available on terms that are acceptable to us. In addition, we do not have any determined sources for any future funding. If we are unable to raise the necessary capital at the times we require such funding, we may have to materially change our business plan, including delaying implementation of aspects of our business plan or curtailing or abandoning our business plan. We represent a speculative investment and investors may lose all of their investment.
Since inception, we have been financed primarily by way of loans and sales of our equity and debt securities. During 2011, these financings principally consisted of our April 15, 2011 and June 20, 2011 Securities Purchase Agreements with North American under which we received net proceeds of $669,885.
The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2011 contains a going concern qualification as we have suffered losses since our inception. We have achieved no operating revenues since our inception. As of March 31, 2012 and December 31, 2011, we had cash and cash equivalents of $139,120 and $225,036, current assets of $148,857 and $235,535 and current liabilities of $43,512 and $28,893, respectively. Unless and until we achieve material revenues, we will remain dependent on loans and on financings to continue our operations.
We do not currently engage in any product research and development and have no plans to do so in the foreseeable future. We have no present plans to purchase or sell any plant or significant equipment. We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions. We have however engaged strategic advisors who are serving in consulting capacities.
Net Cash Used in Operating Activities
Net cash used in operating activities was ($85,916) for the three month period ended March 31, 2012, as compared to net cash used of ($2,189) for the three month period ended March 31, 2011.
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Net Cash Provided by Financing Activities
During the three month period ended March 31, 2012, we received no cash from financing activities. During the three month period ended March 31, 2011 we received net proceeds of $2,197 from financing activities consisting principally of advances from related parties. During the period from March 7, 2007 (date of inception) through March 31, 2012, we received net cash of $791,081 from financing activities consisting primarily of proceeds from the issuance of common stock and warrants.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, Jes Black, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective to insure such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.
| 1. | We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures. |
| 2. | We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have one officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies. |
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Management believes that the material weaknesses set forth in the two items above did not have an effect on our financial reporting. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We also plan to appoint one or more outside directors to our Board of Directors who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, would remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In December 2008, the Company was named as a defendant in an amended complaint filed in the District Court of Nevada, Clark County by Phyllis Wynn Family Trust, Plaintiff vs. Onecap Holding Corp, Onecap Properties, et al, defendant(s) [case number 08A578385]. The complaint names over eighty defendants including the Company and alleges multiple causes of actions including breach of contract and fraud against various other defendants and fraudulent conveyance. The substance of the Complaint involves a real estate transaction not involving the Company. We have answered with affirmative defenses including but not limited to the following: the injuries and damages complained of did not occur as the result of any action on the part of the Company but as the sole, direct and proximate result of actions by the Plaintiff and third parties not otherwise related to the Company. Since then one or more of the other defendants filed for bankruptcy and this case was removed to a federal bankruptcy court [case number: Nevada Federal Bankruptcy Court Case No.: BK-S 10-20833-BA].
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In May 2010, the Company was named as an intervenor defendant in an amended complaint filed in the District Court of Nevada, Clark County by Anthony Puerner, Plaintiff vs. Onecap Mortgage, et al, defendant(s) [case number A-09-596875-C]. The complaint names more than 30 other individuals and/or entities as defendants. The Plaintiff’s claim as against these defendants, including the Company, is that they are the alter egos of a judgment debtor, not otherwise related to the Company. The Plaintiff in Intervention is an unsecured creditor with a judgment against an individual personally, who is not an officer, director or shareholder of the Company. We have answered with affirmative defenses including but not limited to the following: the injuries and damages complained of did not occur as the result of any action on the part of the Company and failure to state a claim. In February 2011, the case was moved to federal bankruptcy court [case number 10-18090-mkn United States Bankruptcy Court District of Nevada].
In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. Except as set forth above, we are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In March 2012 we issued an aggregate of 125,000 shares of Common Stock for consultants pursuant to June 2011 Consulting Agreements. The Shares were issued in reliance on Section 4(2) under the Securities Act of 1933 as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
As discussed in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in May 2012 we determined not to exercise the option on the Lake Touladi Property which was the subject of the May 27, 2011 Assignment Agreement among us, North American Iron Ore, Inc., and Canamara Energy Corporation.
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ITEM 6. EXHIBITS
In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
| Ÿ | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| Ÿ | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| Ÿ | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
| Ÿ | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
The following exhibits are included as part of this report:
| Exhibit No. | Description | |
| 31.1 / 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer | |
| 32.1 / 32.2 | Rule 1350 Certification of Chief Executive and Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ALLIED AMERICAN STEEL CORP. | ||||
| Dated: May 18, 2012 | By: | /s/ Jes Black | ||
| Name: | Jes Black | |||
| Title: | President, Chief Executive and Financial Officer | |||
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EXHIBIT 31.1 / 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)
OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Jes Black, certify that:
1. I have reviewed this report on Form 10-Q of Allied American Steel Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 18, 2012 | /s/ Jes Black | |
| Jes Black | ||
| Principal Executive and Financial Officer |
EXHIBIT 32.1 / 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Allied American Steel Corp. (the “Company”) on Form 10-Q for the quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jes Black, Chief Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| /s/ Jes Black | |||
| Name: | Jes Black | ||
| Title: | Chief Executive and Financial Officer | ||
| Date: | May 18, 2012 | ||
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Option to Purchase Mineral Interests
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Mar. 31, 2012
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| Option to Purchase Mineral Interests | Note 4. Option to Purchase Mineral Interests
We do not own any property. We have an option to acquire certain mineral rights.
On May 27, 2011, the Company entered into an Assignment and Sale Agreement (the “Assignment Agreement”) with North American Iron Ore, Inc., a Nevis corporation (“North American”), who became a related party on May 27, 2011, and Canamara Energy Corporation, a British Columbia corporation (“Canamara”). The Assignment Agreement provides the Company with an option to acquire up to a 60% undivided interest in certain mineral claims (the “Mineral Claims” or the “Property”) located in Lyonne Township, Roberval County in the Province of Quebec, free and clear of all claims, liens, charges and encumbrances, save and except for those set forth in the Assignment Agreement, including a 2.5% royalty held by the underlying owner. The Mineral Claims presently represent 48 contiguous claims totaling approximately 2,741 hectares.
To exercise the option assigned to the Company in the Assignment Agreement, we are required to incur expenditures on the Property in the amount of CDN $1,548,346 (approximately US$1,599,000 based on the conversion rate in effect as of June 1, 2011) on or before May 7, 2012. The Assignment Agreement represents the assignment and sale of an option only and although we intend to exercise the option, subject to receipt of required financing, we are under no obligation to North American or Canamara to do so.
The option terminates if the Company fails to make required expenditures on the Property when due or if the Company voluntarily terminate the option. In addition, Canamara may terminate the option if the Company is in breach of any of its representations and warranties. In such event, Canamara must first provide the Company with a notice of default following which the Company will have 30 days to cure. As of May 15, 2011, the Company has not received a notice of default from Canamara.
The Company’s interest in the Mineral Claims consists of its contractual right to acquire an interest in the Mineral Claims. As of March 31, 2012, the Company has incurred $87,742 of exploration costs on the property on which such Mineral Claims are located.
Under the Assignment Agreement, the Company issued 15,075,175 shares of its restricted common stock. The stock value was based on ASC 505-50-30-6, which evaluates the fair value of the equity instruments issued versus the fair value of goods or services received in share-based payment transactions with nonemployees, whichever is more reliably measurable. The Company determined that the fair value of the equity instruments issued were reliably measurable, and the Company valued the 15,075,175 shares at $0.00833 per share (rounded) for a total of $125,626 based on the per share value of a March 2011 stock transaction which was recorded on the Over-the-Counter Bulletin Board.
The Company evaluated the Assignment Agreement for impairment based on ASC 360-10-35-21 as a result of the Company’s current-period operating loss, history of operating losses, combined with the difficulty of accurately and reliably estimating future cash flows directly associated with the Property, given the stage of development of the Property. As a result, for the year ending December 31, 2011, the Company fully impaired the value of the Assignment Agreement in the amount of $125,626.
Summary
Mineral interests consisted of the following:
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