Form 10-KSB
[Adopted in Release No. 34-30968(72,439), effective August 13,
1992, 57 F.R.36442]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended April 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Commission file number 0 - 8155
AMERICAN ENERGY & TECHNOLOGY, INC.
(Name of small business issuer in its charter)
DELAWARE 73-9077756
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
#1500 Midland Walwyn Tower, Edmonton, Alberta, T5J 2Z2
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (403) 496-9171
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered under Section 12(g) of the Exchange Act:
$0.01 Par Value Common Stock
(Title of class)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.[ ]
State issuer's revenues for its most recent fiscal year NIL
As of April 30, 1996 8,041,475 $0.01 par value common stock
were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Part I
Item 1. Description of Business
(a) Business Development
American Energy & Technology, Inc. ("Registrant") was
incorporated under the laws of the State of Delaware on April 25,
1975. The Registrant's principal offices are located at #1500
Midland Walwyn Tower, Edmonton, Alberta, Canada, T5J 2Z2, and
it's registered office is 1209 Orange Street, Wilmington, New
Castle, Delaware, 19801. The telephone number is (403) 496-9171.
The Registrant has been inactive and has not conducted any
business during the fiscal years ending April 30, 1987 through
April 30, 1996. The current directors have taken the necessary
steps to bring the Registrant current with all the regulatory
filings.
On March 18, 1994, the Registrant received a Certificate of
Renewal from the State of Delaware.
The Registrant has not been involved in any bankruptcy,
receivership or similar proceedings.
(b) Business of Issuer
The Registrant intends to seek opportunities in the acquisition,
exploration and development of large tonnage gold and copper
deposits located in the U.S., Canada, South America, Mexico and
the South West Pacific.
The Registrant owns no patents, trademarks, licenses, franchises,
or concessions.
The Registrant has no portion of its business which may be
subject to re-negotiation of profits or termination of contracts
or subcontracts at the election of the Government.
The Registrant has not conducted any research and development and
no future research is proposed at this time.
The Registrant has not made any material capital expenditures
which require environmental control facilities.
The Registrant currently has no full-time employees.
Item 2. Description of Property
The Registrant currently has no operations in mining exploration
or interests in any properties directly or through ownership of
partnership interests at April 30, 1996.
Item 3. Legal Proceedings
The Registrant knows of no pending or threatened material legal
proceedings to which the Registrant is a party of, and no such
proceedings are known to the Registrant to be contemplated by
governmental authorities.
Part II
Item 4. Market for Common Equity and Related Stockholder Matters
The Registrant's common stock currently is not trading on any
public market.
Number of
Title of class Record Holders
$0.01 Par Value 1,913
Common Stock
No dividends have ever been declared or paid with respect to the
Registrant's common stock. The Registrant has no present plans
to pay dividends in the foreseeable future.
Item 5. Management Discussion and Analysis or Plan of Operation
The results of the statement of loss indicates a loss of $16,538
which represents transfer agent, legal and consulting fees
necessary to maintain the Registrant current with its regulatory
filing requirements.
Currently the directors are working to establish the Registrant
as an exploration and development company seeking high tonnage,
low to medium grade, gold and copper orebodies which would be
amenable to bulk mining techniques.
Upon establishing qualified trading status the Registrant will
apply to be listed on a recognized North American stock exchange.
Item 6. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
The Registrant has engaged BDO Dunwoody, Chartered Accountants of
Edmonton, Alberta, Canada to provide audited financial statements
for the Registrant as of April 30, 1996.
Item 7. Financial Statements
See the following Financial Statements and Supplementary
Information prepared by BDO Dunwoody, Chartered Accountants.
Part III
Item 8. Directors, Executive Officers, Promoters and Control
Persons
The following table sets forth, as of April 30, 1996, the names
and ages of all Directors and Executive officers of the
Registrant, indicating all positions and offices with the
Registrant held by each person, and any periods during which he
served:
Offices Held As Director As Officer
Name Age In Registrant Of Registrant Of egistrant
Donald P. Caron 33 Pres. & Dir. April 30, 1988 April30,1988
- Present - Present
Richard D. Caron 41 V.P. &Dir. April 30, 1988 April30,1988
- Present - Present
The Registrant's Directors hold office until the next annual
meeting of shareholders. There is no arrangement or
understanding between any Director of the Registrant and any
other person or persons pursuant to which such Director was or is
to be selected as a Director or a nominee for Director.
The Registrant's Executive Officers hold office at the pleasure
of the Board of Directors or until the next annual meeting of the
Board of Directors. There is no arrangement or understanding
between any such Executive Officer and any other person pursuant
to which such Executive Officer was selected as an Officer of the
Registrant.
The Registrant does not employ any person, other than the above-
named Executive Officers, who make or are expected to make
significant contributions to the business of the Registrant.
Donald P. Caron, Director and Executive Officer, and Richard D.
Caron, Director and Executive Officer, are family related as
brothers.
Following is a brief account of the business experience during
the past five years of each Director and Executive Officer of the
Registrant who held office as such on April 30, 1996.
Don P. Caron, 33, is the President, Chief Executive Officer,
Secretary and Director of the Corporation. He is also Vice
President and director of Western Pacific Gold Inc., Norac
Industries Inc., and Magma Pacific Gold Inc., all junior mineral
exploration companies listed on The Alberta Stock Exchange. Mr.
Caron has been involved with the finance management and
administration of listed public companies for over seven years.
He specializes in finance, accounting, securities regulations,
Stock Exchange policies and investor/shareholder liaison.
Mr. Caron is Vice President of Western America Venture Group.,
companies administering venture funds and providing financing and
administrative services for public and private companies. He was
instrumental in the reorganization of First Canada Financial
Corp. which is now Western Pacific Gold Inc. and has advised and
participated as a principal in numerous mergers, acquisitions,
and divestitures in Australia, Germany, India, USA and Canada.
Richard D. Caron, 41, is the Vice President and Director of the
Corporation. Mr. R. Caron is President of Western America Venture
Group, companies administering investment funds; President of
Mount-Western Investments Inc., a venture fund; President of
Norac Industries Inc., a public company in the mining and
exploration business.
No event has occurred during the past five years which is
material to an evaluation of the ability or integrity of any
Director.
Item 9. Executive Compensation
Directors and officers have received no remuneration for their
services other than as described in item 11 of this report.
Item 10. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth the number and percentage of
shares of Registrant's $0.01 par value common stock (its only
class of voting securities) owned beneficially by any person,
who, as of April 30, 1995, is known to the Registrant to be the
beneficial owner of 5% or more of such common stock. Information
regarding beneficial ownership was obtained from the Registrant's
stock transfer agent.
Number of Percent
Common Shares of
Name and Address Beneficially Common
Title of Class of Beneficial Owner Owned Shares
Common Stock $0.01 ParMount-Western Investments Inc.(1)2,650,000
32.9 %
" Paul B. Knight (2) 786,691 9.7 %
" John P. Knight (3) 502,134 6.2 %
" Alameda National Bank (4)470,000 5.8 %
" Energy Production &
Investment Corp. (5) 435,000 5.4 %
" Floyd M. Stack (6) 502,000 6.2 %
" Roy E. Warren (7) 506,002 6.3 %
" John A. Boettiger (8)503,334 6.2 %
(1) The shares are owned by Mount-Western Investments Inc., an
Alberta private Corporation, of which Richard D. Caron is a
Director and controls 40% of the issued and outstanding
shares thereof. The address of the beneficial owner is
#1500 Midland Walwyn Tower, Edmonton Centre, Edmonton, AB,
T5J 2Z2.
(2) Paul B. Knight directly holds 700,020 Common Shares and is
custodian for 13,334 Common Shares for Kristina K. Knight
and 13,334 Common Shares for John P. Knight. Also 60,003
Common Shares are owned by Transwestern Mortgages, Inc. of
which Paul B. Knight is the President and controlling
shareholder. The address of the beneficial owner is P.O.
Box 3476 Englewood, CO, 80155.
(3)John P. Knight registered address is the same as (2) above.
(4) The shares are to the attention of Norman Burkepile. The
address is 5500 W. Alameda Lakewood, CO, 80226.
(5)The address of the beneficial owner is P.O. Box 3476
Englewood, CO, 80111.
(6)The address of the beneficial owner is P.O. Box 15612
Lakewood, CO, 80215
(7)The address of the beneficial owner is 4505 S. Broadway, CO,
80110
(8) The address of the beneficial owner is 405 Urban Suite, 310
Lakewood CO, 80228
There are no arrangements, known to the Registrant, including
pledge by any person of securities of the Registrant, the
operation of which may at a subsequent date result in a change of
control of the Registrant.
Item 11. Certain Relationships and Related Transactions
No Director or Officer of the Registrant, any nominee for
election as Director, any security holder who is known by the
Registrant to own of record or beneficially more than 5% of any
class of the Registrant's voting securities, or any relative or
spouse of any of the foregoing persons, who has the same home as
such person or who is a Director or Officer of any parent or
subsidiary of the Registrant, had any transactions since the
beginning of the Registrant's last fiscal year or has any
presently proposed transactions, to which the Registrant was or
is to be a party, in which any of such persons had or is to have
any direct interest, except as follows:
As of the date of this report, Richard D. Caron, a Director and
Officer of the Registrant is also a Director and Officer of Mount-
Western Investments Inc. of which he controls 40% of the issued
and outstanding shares thereof.
A company affiliated with Richard D. Caron, advanced the
Registrant $13,916. This amount was used for current
expenditures to allow the company to maintain current filings.
The Registrant entered into service agreements with affiliated
companies of Donald P. Caron. The agreements relate to services
provided to bring the Company current with all its filings and
into qualified trading status. The accounts payable related to
these agreements amount to $30,000.
No Director or Officer of the Registrant, nominee for election as
Director, or any associate of any such Director, Officer or
nominee was indebted to the Registrant at any time since the
beginning of the Registrant's last fiscal year.
Item 12. Exhibits
FINANCIAL STATEMENTS
Title Page -
Financial Statements Pg. 1-7
Reports on Form 8-K NONE
Exhibits NONE
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) AMERICAN ENERGY & TECHNOLOGY, INC.
By (Signature and Title) Donald P. Caron
Donald P. Caron, President
Date JULY 15, 1996
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
(Registrant) AMERICAN ENERGY & TECHNOLOGY, INC.
By (Signature and Title)* Richard D. Caron
Richard D. Caron, Vice President
Date JULY 15, 1996
* Print the name and title of each signing officer under his
signature.
American Energy & Technology Inc.
Financial Statements
For the year ended April 30, 1996
Contents
FINANCIAL STATEMENTS
Balance Sheet
Statement of Operations and Deficit
Statement of Changes in Financial Position
Summary of Significant Accounting Policies
Notes to the Financial Statements
AUDITORS' REPORT
To the Shareholders of
American Energy & Technology Inc.
We have reviewed the balance sheet of American Energy &
Technology Inc. as at April 30, 1996 and the statements of loss
and deficit and changes in financial position for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the company as at
April 30, 1996 and the results of its operations and the changes
in its financial position for the year then ended in accordance
with generally accepted accounting principles.
BDO Dunwoody
CHARTERED ACCOUNTANTS
July 2,1996
Balance Sheet
As at April 30
Assets
Current 1996 1995
Cash $3,669 $ -
======== ========
Liabilities and Shareholders' Equity (Deficiency)
Accounts payable $2,662 $
Payable to Affiliated Companies (Note 3) 43,917 26,371
------- ------
46,579 26,371
Shareholder's Equity
Share Capital (Note 4) 89,165 89,165
Deficit (132,075) (115,536)
-------- ---------
(42,910) (26,371)
-------- --------
$3,669 $ -
======== ========
On behalf of the board:
Don Caron____________ Director
Richard Caron________ Director
Statement of Operations and Deficit
For the year ended April 30
1996 1995
------ ------
Administrative Expenses
Audit fees 1,200
Bank charges 84
Consulting fees 10,000 20,000
Franchise taxes 107 215
Legal fees 2,511
Office supplies 45
Registration fees 250
Subscriptions 225
Transfer agent fees 2,116 2,154
---------------
16,538 2,369
Write down on technology rights 126,558
---------------
Net loss for the year (16,538)(128,927)
(Deficit) Retained Earnings,
beginning of period (115,537) 13,391
---------------
Deficit, end of period $(132,075)$(115,536)
==================
Loss per Share* $(0.002) $(0.016)
==================
* Based on 8,041,475common shares
Statement of Changes in Financial Position
For the year ended April 30 1996 1995
------- --------
Cash provided by (used in)
Operating Activities
Net loss $(16,538) $(128,927)
Write down of technologies 126,558
--------- ---------
(16,538) (2,369)
Changes in working capital accounts
Accounts payable 2,662
Payable to affiliated companies 17,544 2,369
-------- ----------
Increase In Cash for the year and cash
end of year $3,668 $ -
======== ==========
Summary of Significant Accounting Policies
Nature of Business
The Company is incorporated under the laws of the State of
Delaware, U.S.A. on April 25, 1975 and renewed on March 18, 1994.
As the U.S. dollar is the principal currency in which the company's
business is conducted, these financial statements have been
presented in U.S. dollars.
Net Income (Loss)
per common share
The net income loss per common share is based on the number of
$0.01 par value common shares outstanding.
Notes to Financial Statements
1. Related Party Transactions
The Company has entered into the following transactions with
related parties:
A Company affiliated with a director of the Corporation advanced
the Corporation $13,916. This amount was advanced for current
expenditures.
The Company entered into service agreements with affiliated
companies controlled by a director of the corporation. Current
payables include $30,000 related to these agreements.
2. Share Capital
Authorized
Seventy-five million (75,000,000) $.01 par value common stock.
1996 1995
Issued ------- ------
8,041,475 common stock $.01 par value $89,165 $89,165
======= ======
3. Comparitive Figures
The 1995 figures have been restated to reflect a retroactive
write down of technological rights as management has determined
that these rights have no discernable value to the company.
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> APR-30-1996
<CASH> 3,669
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,669
<CURRENT-LIABILITIES> 46,579
<BONDS> 0
0
0
<COMMON> 89,165
<OTHER-SE> (132,075)
<TOTAL-LIABILITY-AND-EQUITY> 3,669
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,538
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
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