- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number: 000-52687

Alamo Energy Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation or organization)

98-0489669

(IRS Employer

Identification No.)

10575 Katy Freeway, Suite 300, Houston, Texas 77024

(Address of principal executive offices) (Zip Code)

(832) 436-1832

(Registrant's telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o 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). x Yes o No

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of December 14, 2011, there were 59,405,953 shares of the issuer’s $.001 par value common stock issued and outstanding.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	25
Item 4.	(Removed and Reserved)	25
Item 5.	Other Information	25
Item 6.	Exhibits	25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

OCTOBER 31, 2011 AND APRIL 30, 2011

ASSETS

	October 31			April 30
	(Unaudited)
Current assets:
Cash and cash equivalents	$	226,201		$	45,098
Accounts receivable		91,462			107,218
Prepaid expenses		-			2,585
Total current assets		317,663			154,901

Oil and gas properties
Proved		2,131,364			1,435,726
Unproved		3,288,898			3,288,898
Property, plant and equipment
Well machinery and equipment		1,742,636			1,736,385
Furniture, fixtures and other		283,019			274,149
Less: accumulated depletion, depreciation and amortization		(188,543	)		(35,449	)
Net oil and gas properties, plant and equipment		7,257,374			6,699,709

Goodwill		1,394,215			1,394,215

Total assets	$	8,969,252		$	8,248,825

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	55,532		$	109,115
Accrued liabilities		406,750			324,060
Total current liabilities		462,282			433,175

Senior convertible promissory notes, net of discount of $2,228,072 and $1,300,340, respectively
		1,930,249			1,159,660

Stockholders’ Equity:
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 58,774,337 and 57,232,777 shares issued and outstanding, respectively		58,773			57,233
Additional paid in capital		10,462,169			8,905,189
Deficit accumulated during exploration stage		(3,944,221	)		(2,306,432	)
Total stockholders’ equity		6,576,721			6,655,990

Total liabilities and stockholders’ equity	$	8,969,252		$	8,248,825

See accompanying notes to financial statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended October 31, 2011			Three Months Ended October 31, 2010			Six Months Ended October 31, 2011			Six Months Ended October 31, 2010			Inception (September 1, 2009) through October 31, 2011

Oil and gas revenues	$	203,902		$	38,594			408,079		$	49,955		$	724,847

Operating costs and expenses:
Lease operating costs		40,529			2,197			51,380			4,394			160,570
Production costs		38,570			23,993			108,100			25,886			150,152
Depletion, depreciation and amortization		72,978			3,572			151,999			7,835			187,448
Salaries, wages and related expense		96,171			45,566			201,091			86,402			482,431
Stock based compensation		73,835			-			73,835			-			73,835
Legal and professional		360,073			61,457			425,099			82,887			893,413
Other general and administrative		146,845			53,701			221,457			80,533			643,314

Total operating costs and expenses		829,001			190,486			1,232,961			287,937			2,591,163


Loss from operations		(625,099	)		(151,892	)		(824,882	)		(237,982	)		(1,886,316	)

Other income (expense):
Interest expense		(66,568	)		(31,232	)		(134,820	)		(53,049	)		(420,332	)
Interest expense – debt discount amortization		(428,682	)		(126,938	)		(678,087	)		(177,854	)		(1,673,777	)
Other income		-			-			-			-			16,204

Total other income (expense)		(495,250	)		(158,170	)		(812,907	)		(230,903	)		(2,077,905	)


Net loss before income taxes		(1,120,349	)		(310,062	)		(1,637,789	)		(468,885	)		(3,944,221	)

Provision for income taxes		-			-			-

See accompanying notes to financial statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended October 31, 2011			Three Months Ended October 31, 2010			Six Months Ended October 31, 2011			Six Months Ended October 31, 2010			Inception (September 1, 2009) through October 31, 2011

Net loss	$	(1,120,349	)	$	(310,062	)	$	$(1,637,789	)	$	(468,885	)	$	(3,944,221	)

Net loss per share – basic and diluted	$	(0.02	)	$	(0.01	)	$	$(0.03	)	$	(0.01	)

Weighted average shares outstanding – basic and diluted		57,606,133			46,668,250			57,419,455			46,668,250

See accompanying notes to financial statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM INCEPTION (SEPTEMBER 1, 2009) THROUGH OCTOBER 31, 2011

	Shares			Amount			Additional Paid-In Capital			Deficit Accumulated During Exploration Stage			Total Stockholders’ Equity

Balance, September 1, 2009		176,668,500			176,669		$	(176,669	)	$	-		$	-

Shares issued for oil and gas properties		10,500,000			10,500			289,500			-			300,000

Cancellation of shares for cash and assumption of liabilities		(138,499,980	)		(138,500	)		58,635			-			(79,865	)

Discount on convertible notes payable		-			-			900,935			-			900,935

Contribution of facilities rent		-			-			2,800			-			2,800

Net loss		-			-			-			(502,262	)		(502,262	)

Balance, April 30, 2010		48,668,250			48,669			1,075,201			(502,262	)		621,608

Shares issued for acquisition		8,500,000			8,500			6,366,500			-			6,375,000

Shares issued for services		64,257			64			64,193			-			64,256

Discount on convertible notes payable		-			-			1,395,095			-			1,395,095

Contribution of facilities rent		-			-			4,200			-			4,200

See accompanying notes to financial statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM INCEPTION (SEPTEMBER 1, 2009) THROUGH OCTOBER 31, 2011

	Shares		Amount		Additional Paid-In Capital			Deficit Accumulated During Exploration Stage			Total Stockholders’ Equity

Net loss		-		-		-			(1,804,169	)		(1,804,169	)

Balance, April 30, 2011		57,232,777		57,233		8,905,189			(2,306,432	)		6,655,990

Additional shares issued for acquisition		1,389,353		1,388		(1,388	)		-			-

Shares issued for services		128,207		128		73,707			-			73,835

Discount on convertible notes payable		-		-		1,483,685			-			1,483,685

Shares issued for convertible note		24,000		24		976			-			1,000

Net loss		-		-		-			(1,637,789	)		(1,637,789	)

Balance, October 31, 2011 (Unaudited)		58,774,337	$	58,773	$	10,462,169		$	(3,944,221	)	$	6,576,721

See accompanying notes to financial statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended October 31, 2011			Six Months Ended October 31, 2010			Inception (September 1, 2009) through October 31, 2011
Cash flows from operating activities:
Net loss	$	(1,637,789	)	$	(468,885	)	$	(3,944,221	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Warrants issued to placement agent		62,188			-			62,188
Depletion, depreciation and amortization		153,094			7,835			188,543
Rent contributed by officer		-			2,100			7,000
Common stock issued for services		73,835			-			138,091
Accretion of debt discount		678,087			177,854			1,593,912
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		15,756			14,034			(91,462	)
(Increase) decrease in prepaid expenses		2,585			(7,628	)		-
Increase (decrease) in accounts payable		(53,583	)		29,512			55,532
Increase in accrued liabilities		82,690			53,051			406,750

Net cash used in operating activities		(623,137	)		(192,127	)		(1,583,667	)

Cash flows from investing activities:
Purchase of oil and gas properties		(694,639	)		(544,982	)		(2,143,715	)
Purchase of property and equipment		(15,121	)		(5,296	)		(20,417	)

Net cash used in investing activities		(709,760	)		(550,278	)		(2,164,132	)

Cash flows from financing activities:
Proceeds from issuance of senior convertible notes		1,514,000			460,000			3,974,000

Net cash provided by financing activities		1,514,000			460,000			3,974,000

Net increase (decrease) in cash		181,103			(282,405	)		226,201

Cash and cash equivalents, beginning of period		45,098			285,458			-

Cash and cash equivalents, end of period	$	226,201		$	3,053		$	226,201

Supplemental Cash Flow Information
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash transactions:
Common stock issued for oil and gas properties	$	-		$	-		$	6,675,000

See accompanying notes to financial statements.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

1.	ORGANIZATION AND BASIS OF PRESENTATION

Alamo Energy Corp. is an early stage oil and gas company focused on exploration and production of oil and natural gas.

Alamo Energy Corp. (the Company) was incorporated as Alamo Oil Limited, a UK corporation (Alamo Oil) on September 1, 2009. On November 18, 2009 (the Closing Date), Alamo Oil completed an Asset Purchase and Sale Agreement (the Asset Purchase Agreement) with Green Irons Holdings Corporation (Green Irons). Following the closing of the Asset Purchase Agreement and pursuant to the Plan of Merger (the Merger), the assets of Alamo Oil were acquired by Green Irons and a wholly-owned subsidiary of Green Irons was then merged with Green Irons, and Green Irons changed its name to Alamo Energy Corp. For accounting purposes, the Asset Purchase was treated as a reverse merger and a recapitalization of Alamo Oil. Effective November 19, 2009, the Company effectuated a thirty-for-one split (the Stock Split) of the authorized number of shares of its common stock and all of its then-issued and outstanding common stock, par value $0.001 per share.

On April 12, 2011, the Company acquired 100% of the membership interest of three (3) affiliated entities, KYTX Oil and Gas, LLC, KYTX Pipeline, LLC, and KYTX Drilling, LLC from their sole member in exchange for cash and shares of the Company’s common stock valued at $6,775,000. As a result, the each of the entities became wholly owned subsidiaries to further exploit the oil and gas properties held by KYTX Oil and Gas, LLC and the related well equipment and gathering assets held by KYTX Pipeline, LLC and KYTX Drilling, LLC, respectively.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Alamo Energy Corp and our wholly-owned subsidiaries from the date of acquisition. All intercompany transactions have been eliminated.

Exploration Stage

The Company has not produced significant revenues from its principal business and is in the exploration stage company as defined by ASC 915, Development Stage Entities .

As of October 31, 2011, the Company owns a 100% working interest in certain oil and gas leases in Knox County, Kentucky, a 16% working interest in certain oil and gas leases in Adair County, Kentucky, a 50% working interest in certain leases in Ritchie County, West Virginia, a 20% working interest in certain oil and gas leases in Brown County, Texas, a 75% working interest in certain oil and gas leases in Frio County, Texas and farm-in and participation rights agreements in onshore oil and gas properties in the UK.

The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within the United States and other countries. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact our ability to execute our business plan. As discussed in Note 4, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION (Continued)

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 10, Article 8, of Regulation S-X. They do not include all information and notes required by generally 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 included in the Company’s annual report on Form 10-K for the year ended April 30, 2011. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended October 31, 2011, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with our audited financial statements for the year ended April 30, 2011, included in the Company’s annual report on Form 10-K.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual amounts could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased, to be cash equivalents.

Fair Value of Financial Instruments

The Company is required to estimate the fair value of all financial instruments included on its balance sheet. The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short period to maturity of these instruments.

Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Oil and Gas Properties (continued)

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties.

If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Wells and Equipment

Wells and equipment are stated at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is computed using the units of production and straight line methods over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease term.

Impairment of Long-Lived Assets

The Company reviews the carrying values of its long-lived and intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.

The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. For the period ended October 31, 2011, the Company has not incurred an impairment loss on its long-lived assets.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Asset Retirement Obligation

The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in proved oil and gas properties within the Company’s balance sheets. The Company depletes the amount added to proved oil and gas property costs using the units-of-production method and the straight-line basis over the life of the assets.

The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability is allocated to operating expense using a systematic and rational method.

Revenue Recognition

Working interest, royalty and net profit interests are recognized as revenue when oil and gas are sold. The Company records the sale of its interests in prospects generally as a reduction to the cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to a cost center. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. All terms of the sale are to be finalized and price readily determinable.

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Reclassifications

Certain amounts in the 2010 financial statements have been reclassified for comparative purposes to conform to the current year presentation.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

3. CONCENTRATION OF CREDIT RISK AND ECONOMIC DEPENDENCY

The Company collects its receivables on its working interests in oil and gas properties from the well operators. As such, the Company generally has relatively few customers. These receivables are unsecured and the Company performs ongoing credit evaluations of the well operators’ financial condition whenever necessary. At October 31, 2011, the Company had three (3) customers that accounted for 100% of its outstanding receivables and correspondingly, its oil and gas sales. Bad debt expense is recognized on an account-by-account review after all means of collection have been exhausted and recovery is not probable. There has been no bad debt expense for the period ended October 31, 2011.

The Company receives certain well drilling and pipeline transportation services from its subsidiaries.

4. GOING CONCERN

The Company is in the exploration stage, has minimal revenues and has incurred losses from operations of $3,944,221 since inception. Due to the Company’s sustained losses, additional debt and equity financing will be required by the Company to fund its activities and to support operations. There is no assurance that the Company will be able to obtain additional financing. Furthermore, the Company's existence is dependent upon management's ability to develop profitable operations. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.

Management is currently devoting substantially all of its efforts to exploit its existing oil and gas properties and recover as much of the resources available. The Company also continues to search for additional productive properties. There can be no assurance that the Company's efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

5. ACQUISITION

On April 12, 2011, the Company acquired 100% of the membership interest of three (3) affiliated entities, KYTX Oil and Gas, LLC, KYTX Pipeline, LLC, and KYTX Drilling, LLC (the KYTX entities) from their sole member in exchange for $400,000 in cash and 8,500,000 shares of the Company’s common stock valued at $6,375,000 and subject to certain other conditions and obligations.

The acquisition was accounted for as a purchase, with the assets acquired and liabilities assumed recorded at fair value, and the results of the KYTX entities’ operations included in our financial statements from the date of acquisition.

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values is as follows:

Proved oil and gas properties	$	1,135,725
Unproved oil and gas properties		2,204,640
Other property and equipment		2,053,741
Goodwill		1,394,215

Total assets acquired		6,788,321
Liabilities assumed		(13,321)


Total purchase price	$	6,775,000

On October 12, 2011, the Company received written notice from Range Kentucky Holdings, LLC to receive additional shares pursuant to the Additional Shares Agreement relating to the acquisition of the KYTX entities. The Additional Shares Agreement called for the issuance of common stock in the event the 10-day volume weighted average price of the Company’s common stock falls below $0.60 per share during the twenty four months following the closing of the asset purchase agreement. In accordance with the notice, the Company issued 1,389,353 to Range Kentucky Holdings, LLC.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

6. OIL AND GAS PROPERTIES

The following table presents information regarding the Company’s net costs incurred in the purchase of proved and unproved properties and in exploration and development activities:

	October 31, 2011		April 30, 2011
Property acquisition costs:
Proved	$	2,131,364	$	1,435,726
Unproved		3,121,601		3,121,601
Exploration costs		128,990		128,990
Development costs		38,307		38,307
Totals	$	5,420,262	$	4,724,624

Depletion expense was $3,016 for the period ended October 31, 2011.

As October 31, 2011, the Company’s unproved properties consist of leasehold acquisition and exploration and development costs in the following geographical areas:

	2011
Kentucky	$	2,784,619
West Virginia		332,625
Tennessee		97,500
Texas		74,154

Totals	$	3,288,898

The following table sets forth a summary of oil and gas property costs not being amortized as of October 31, 2011, by the year in which such costs were incurred:

Costs Incurred During Fiscal Years Ended April 30
	Balance 10/31/11		2011		2010		Prior

Acquisition costs	$	2,956,273	$	2,652,305	$	303,968	$	-
Exploration costs		332,625		332,625		-

Total	$	3,288,898	$	2,984,930	$	303,968	$	-

The Company believes that the majority of its unproved costs will become subject to depletion within the next five to ten years, by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company explore or develop it further, or by making decisions that further exploration and development activity will not occur.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	October 31, 2011			April 30, 2011

Wells, machinery and equipment	$	1,742,636		$	1,736,385
Furniture, fixtures and office equipment		283,019			274,149
		2,025,655			2,010,534

Less: accumulated depreciation		(80,156	)		(10,194	)
	$	1,945,499		$	2,000,340

Depreciation expense was $69,962 for the period ended October 31, 2011.

8. SENIOR CONVERTIBLE PROMISSORY NOTES

In connection with the Asset Purchase Agreement on November 18, 2009, the Company entered into a Note and Warrant Purchase Agreement (First Financing Agreement) with Eurasian Capital Partners Limited (Eurasian) pursuant to which Eurasian agreed to lend up to $2,000,000 to the Company in multiple installments in exchange for senior secured convertible promissory notes that mature November 18, 2012, together with interest at 8% per annum, convertible at any time at the option of the holder, with a conversion price of $0.50 per share (the Conversion Feature) and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share (the Warrants) in the amount of each installment.

As of October 31, 2011, the Company had issued all $2,000,000 in senior convertible promissory notes along with 2,000,000 in warrants pursuant to the First Financing Agreement.

On April 12, 2011, the Company entered into an additional Note and Warrant Purchase Agreement (Second Financing Agreement) with Eurasian pursuant to which Eurasian agreed to lend up to $2,400,000 to the Company in multiple installments in exchange for senior secured convertible promissory notes that mature April 12, 2014, together with interest at 8% per annum, convertible at any time at the option of the holder, with a conversion price of $1.00 per share (the Conversion Feature) and five-year warrants to acquire shares of common stock at an exercise price of $1.25 per share (the Warrants) in the amount of each installment.

As of October 31, 2011, the Company had issued $860,000 in senior convertible promissory notes along with 860,000 in warrants pursuant the Second Financing Agreement. For the six months ended October 31, 2011, the Company issued $400,000 in notes pursuant to the Second Financing Agreement.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

8. SENIOR CONVERTIBLE PROMISSORY NOTES (Continued)

On August 1, 2011, the Company closed a Securities Purchase Agreement with the purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”) providing for the issuance and sale by the Registrant to the Purchasers of an aggregate principal value of approximately $1,310,621 of 5% original issue discount convertible debentures (the “Debentures”) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase an aggregate of 2,621,241 shares of the Registrant’s Common Stock (collectively, the “Warrants” and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”), in exchange for the aggregate purchase price of approximately $1,114,000.

The Debentures become due and payable two years from the date of issuance. The Debentures may be converted at any time at the option of the Purchasers into shares of the Registrant’s common stock at a conversion price of $1.00 per share (the “Conversion Price”). On and after the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) February 1, 2012 (such earlier date, the “Trigger Date”), the Conversion Price shall be reduced to the lesser of (x) the then Conversion Price, as adjusted and (y) the average of the volume weighted average price for the 10 trading days immediately following the Trigger Date, which shall thereafter be the new Conversion Price. The adjusted Conversion Price shall not be lower than $0.50.The Debentures bear interest at the rate of 5% per annum increasing to 18% in an event of default. Interest is payable quarterly payable in cash or equity if certain conditions are met. The Debentures will be unsecured, general obligations of the Registrant, and rank pari passu with the Registrant’s other unsecured and unsubordinated liabilities. The Debentures are not subject to voluntary prepayment by the Registrant prior to maturity and are identical for all of the Purchasers except for principal amount.

Pursuant to the terms of the Securities Purchase Agreement, each Purchaser has been issued a Series A Warrant, a Series B Warrant and a Series C Warrant. The Series A Warrants grant each Purchaser the right to purchase up to a number of shares of Common Stock equal to 50% of the shares underlying the principal amount of the Debenture issued to such Purchaser, have an exercise price of $1.25 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years.

The Series B Warrants grant each Purchaser the right to purchase up to a number of shares of Common Stock equal to 100% of the shares underlying the principal amount of the Debenture issued to such Purchaser, have an exercise price of $1.00 per share, are exercisable immediately upon issuance and have a term of exercise equal to twelve months. The Series C Warrants grant each Purchaser the right to purchase up to a number of shares of Common Stock equal to 50% of the shares underlying the principal amount of the Debenture issued to such Purchaser, have an exercise price of $1.25 per share, vest and are exercisable ratably commencing on the exercise of the Series B Warrants held by each Purchaser (or its assigns) and have a term of exercise equal to five years. In addition, on and after the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) February 1, 2012 (such earlier date, the “Warrant Trigger Date”), the exercise price of each Warrant shall be reduced to the lesser of (x) the then exercise price for each Warrant, as adjusted, and (y) for Series A and Series C Warrants, 125% of the average of the VWAPs, and for Series B Warrants, 100% of the average of the VWAPs, for the 10 Trading Days immediately following the Warrant Trigger Date (the “Reset Exercise Price”) and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate exercise price payable hereunder, after taking into account the adjustment to the Reset Exercise Price, shall be equal to the aggregate exercise price prior to such adjustment; provided, however, that such adjusted exercise price shall not be lower than $0.50 (subject to adjustment for forward and reverse stock splits and the like).

In connection with the Securities Purchase Agreement, each of the Registrant’s subsidiaries, KYTX Drilling Company, LLC, KYTX Oil and Gas, LLC, and KYTX Pipeline, LLC (collectively, the “Subsidiaries”), entered into a Subsidiary Guarantee dated July 26, 2011 (the “Subsidiary Guarantee”), pursuant to which the Subsidiaries jointly and severally guaranteed to the Purchasers and their respective successors and assigns, the prompt and complete repayment of the Debentures.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

8. SENIOR CONVERTIBLE PROMISSORY NOTES (Continued)

In connection with the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company is required to file a registration statement within 45 days following such closing to register the resale of the shares underlying the Debentures and the Warrant Shares. The Company filed a registration statement on August 18, 2011 which became effective on October 11, 2011.

In addition, the Company entered into a Placement Agent Agreement whereby the Company, (a) paid placement agent fees equal to 7% of the aggregate gross proceeds raised in the private placement, (b) issued warrants to the placement agent to purchase 91,743 shares of the Company’s common stock, and (c) to reimburse the placement agent for certain expenses.

The assumptions used in the Black-Scholes option pricing model for the Warrants and Conversion Features of the convertible notes were as follows:

	Risk-free interest rate	0.24% to 0.87%
	Expected volatility of common stock	106.0%
	Dividend yield	0.00%
	Expected life of warrants and conversion feature	5 years
	Weighted average warrants and conversion feature	$0.64 - $0.92

9. COMMON STOCK

On August 4, 2011, the Company issued 30,000 shares of common stock to consultants for services performed per the Independent Contractors Agreement dated May 1, 2011. The 30,000 common shares were valued at $19,500, or $0.65 per share, based upon the quoted market price of the Company’s stock on the date of issuance.

On October 12, 2011, the Company issued 1,389,353 shares of common stock to Range Kentucky Holdings, LLC per the Additional Shares Agreement as described in Note 5.

On October 12, 2011, the Company issued 24,000 shares of common stock for the conversion of $12,000 of the principal balance of the July 2011 convertible notes.

On August 4, 2011, the Company issued 30,000 shares of common stock to an officer of the Company for services performed per the employment agreement dated May 1, 2011. The 30,000 common shares were valued at $19,500 or $0.65 per share, based upon the quoted market price of the Company’s stock on the date of issuance.

On August 12, 2011, the Company issued 25,000 shares of common stock to an officer of the Company per the employment agreement dated May 1, 2011. The 25,000 shares were valued at $17,000 ($0.68 per share) based upon the quoted market price of the Company’s stock on the date of issuance.

On September 22, 2011, the Company issued 73,207 shares of common stock to consultants for services performed per the Independent Contractors Agreement dated May 1, 2011. The 73,207 common shares were valued at $37,335, or $0.51 per shares, based upon the quoted market price of the Company’s stock on the date issuance.

ALAMO ENERGY CORP.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2011

(Unaudited)

10. WARRANTS

A summary of warrant activity for the period ended October 31, 2011 is presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Outstanding May 1, 2011		2,460,000		1.05	3.5 years
Issued		3,021,241	$	1.14	2.4 years
Exercised		-		-
Outstanding, October 31, 2011		5,481,241	$	1.10	2.9 years
Exercisable, October 31, 2011		5,841,241	$	1.10	2.9 years

The Company has reserved shares for future issuance upon conversion of convertible notes payable and warrants as follows:

	Conversion of notes payable	6,170,621
	Warrants	8,995,150
	Reserved shares at October 31, 2011	15,165,771

11.	SUBSEQUENT EVENTS

On November 4, 2011, we sold all of our working interest in the Lozano Lease, which totals approximately 110 gross acres located in Frio County, Texas, and all wellbores (“Wells”) and personal property related thereto to the operator of the Lozano Lease in exchange $160,000 paid in cash. We retained all sales proceeds attributable to the sales of oil and gas produced from the Wells prior to October 1, 2011, and we have no right to any sales of oil and gas produced from the Wells after October 1, 2011.

On November 15, 2011, the Company submitted a bid to purchase from a bankruptcy trustee substantially all the assets of an unrelated, third party oil and gas entity. Per the requirements of the bid process, the Company placed a deposit with the trustee.

On November 16, 2011, the Company entered into a Farm-Out Agreement with Northdown Energy (Northdown) to further develop its four (4) UK onshore license blocks located in the Weald basin. Per the terms of the agreement, Northdown obtained a 45% working interest for approximately $93,000. The Company retained a 45% working interest and Aimwell Energy retained its 10% working interest in the blocks. The agreement has received approval from the UK Department of Energy and Climate Change (DECC).

On December 2, 2011, the Company purchased a 20% working interest in three (3) wells, including the surface and downhole equipment associated with the wells, in Brown County, Texas for $58,400.

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

Forward-looking Statements.

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

Any of the factors described above, elsewhere in this report or in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended April 30, 2011, filed with the SEC on August 2, 2011, could cause our financial results, including our net income or loss or growth in net income or loss to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially.

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

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

Overview. Alamo Energy Corp. (“Alamo,” “We” or the “Company”), formerly Green Irons Holdings Corp. (“Green Irons”), was incorporated in the State of Nevada on March 29, 2006 as to conduct a business in the golfing industry. On November 18, 2009, we entered into an Asset Purchase and Sale Agreement (“Asset Purchase Agreement”) with Alamo Oil Limited (“Alamo Oil”), pursuant to which we acquired certain oil and gas assets from Alamo Oil (“Asset Purchase”). The transaction contemplated under the Asset Purchase Agreement was deemed to be a reverse acquisition, where Green Irons (the legal acquirer) is considered the accounting acquiree and Alamo Oil (the legal acquiree) is considered the accounting acquirer. Green Irons is deemed a continuation of the business of Alamo Oil, and the historical financial statements of Alamo Oil became the historical financial statements of Green Irons.

As a result of the Asset Purchase Agreement, we changed management, changed our name to Alamo Energy Corp, entered the oil and gas business, and ceased all activity in our former business.

Our Business. We are an oil and gas company led by an experienced management team and focused on exploration, production and development of oil and natural gas within North America and the United Kingdom. Our business plan is to acquire oil and gas properties for exploration, appraisal and development with the intent to bring the projects to feasibility at which time we will either contract out the operations or joint venture the project with qualified interested parties. Our main priority will be given to projects with near term cash flow potential, although consideration will be given to projects that may not be as advanced from a technical standpoint but demonstrate the potential for significant upside.

In the United States, we have focus on the Appalachian Basin with an operation base in Gray, Kentucky. We are the operator of our wells in Knox County, Kentucky. We also own working interests in properties located in Texas and West Virginia where we are not the operator. In the United Kingdom, we have focus on the Weald Basin in the South of England. We currently have proved reserves in the States of Texas, Kentucky and West Virginia.

Our operations in Kentucky increased substantially in April 2011, with our acquisition of all of the membership interests of KYTX Oil and Gas, LLC, KYTX Pipeline, LLC, and KYTX Drilling Company, LLC from Range Kentucky Holdings, LLC (“Range”). The acquired interests include: (i) 71 wells located on approximately 4,040 acres in Kentucky, all of which are held by production, (ii) a 23-mile pipeline network capable of handling up to 9,000,000 cubic feet per day and (iii) drilling equipment including one drilling rig, one service rig and additional well-servicing equipment (collectively, the “KYTX Interests”). We intend to devote a significant portion of our operations to the development of the KYTX Interests and other assets in the southern Appalachian basin.

Recent Developments.

On November 15, 2011, we submitted a bid to purchase from a bankruptcy trustee substantially all the assets of an unrelated, third party oil and gas entity. Per the requirements of the bid process, we placed a deposit with the trustee.

On November 16, 2011, we entered into a Farm-Out Agreement with Northdown Energy ("Northdown") to further develop our four UK onshore license blocks located in the Weald basin. The agreement provides that (i) Northdown obtained a 45% working interest in exchange for $93,000 paid to us, (ii) we retained a 45% working interest and (iii) Aimwell Energy retained its 10% working interest in the blocks. The agreement has received approval from the UK Department of Energy and Climate Change (DECC).

On December 2, 2011, we purchased a 20% working interest in three wells, including the surface and downhole equipment associated with the wells, in Brown County, Texas in exchange for $58,400.

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

Results of Operations.

Revenues. We had oil and gas revenues of $203,902 for the three months ended October 31, 2011, as compared to oil revenues of $38,594 for the three months ended October 31, 2010. The increase in revenues of $165,308 from the comparable period in the prior year was primarily generated from our interest in the Lozano lease in Texas, the Valentine lease in West Virginia and the KYTX leases in Kentucky. We expect that the lease revenues from the Valentine and KYTX leases will continue with further exploitation of the existing oil and gas resources and slow decline due to the natural depletion for the foreseeable future.

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

Operating Costs and Expenses. For the three months ended October 31, 2011, our total operating costs and expenses were $829,001, which is comprised of lease operating costs of $40,529, production costs of $38,570, depreciation and depletion related expenses of $72,978, wage related expenses of $96,171, stock based compensation of $73,835, professional fees of $360,073 and general and administrative expenses of $146,845. The professional fees of $360,073 includes legal fees paid in connection with the private placement we closed in August 2011, stock based compensation of $62,188 paid to the placement agent, and $77,980 paid in cash. By comparison, our total operating costs and expenses were $190,486 for the three months ended October 31, 2010, which is comprised of lease operating costs of $2,197, production costs of $23,993, depreciation and depletion related expenses of $3,572, wage related expenses of $45,566, professional fees of $61,457 and general and administrative expenses of $53,701. The overall increase of $638,515 in total operating costs and expenses from the same three-month period in the prior year was primarily attributable to our acquisition and integration of additional oil and gas properties and the expansion of our personnel related to those acquired assets, costs associated with further developing our oil and gas operations in Kentucky and increased professional fees incurred in connection with the private placement we closed in August 2011.

We expect that our future monthly operating expenses for fiscal year 2012 will be similar to our current expense levels, plus additional direct costs relating to the KYTX Interests. We will continue to incur significant general and administrative expenses, but expect to generate increased revenues after further developing our business.

Operating Loss. For the three months ended October 31, 2011, our total loss from operations was $625,099, as compared to a total loss from operations of $151,892 for the three months ended October 31, 2010. We expect that we will continue to generate operating losses for the foreseeable future as we continue to develop and exploit our existing oil and gas resources.

Other Expenses. For the three months ended October 31, 2011, our total other expense was $495,250, which was comprised of interest expense of $66,568 and debt discount amortization of $428,682. The total other expense is attributed to the interest expense and debt discount amortization that resulted from the senior secured convertible promissory note financing . By comparison, for the three months ended October 31, 2010, our total other expense was $158,170, which was comprised of interest expense of $31,232 and debt discount amortization of $126,938.

Net Loss. For the three months ended October 31, 2011, our net loss was $1,120,349, as compared to a net loss of $310,062 for the three months ended October 31, 2010. We hope to generate additional revenues as we expand our projects to cover our operating costs, which will reduce our net loss in the future. We cannot guaranty that we will be able to generate additional revenues or, if that we do generate additional revenues, that such increased revenues will reduce our net loss in future periods.

For the six months ended October 31, 2011, as compared to the six months ended October 31, 2010.

Results of Operations.

Revenues. We had oil and gas revenues of $408,079 for the six months ended October 31, 2011, as compared to oil revenues of $49,955 for the six months ended October 31, 2010. The increase in revenues of $358,124 from the comparable period a year earlier were primarily generated from our interest in the Lozano lease in Texas, the Valentine lease in West Virginia and the KYTX leases in Kentucky. We expect the lease revenues from the Valentine and KYTX leases will continue with further exploitation of the existing oil and gas resources and slow decline due to the natural depletion for the foreseeable future.

Operating Costs and Expenses. For the six months ended October 31, 2011, our total operating costs and expenses were $1,232,961, which is comprised of lease operating costs of $51,380, production costs of $108,100, depreciation and depletion related expenses of $151,999, wage related expenses of $274,926, professional fees of $425,099 and general and administrative expenses of $221,457. By comparison, our total operating costs and expenses were $287,937 for the six months ended October 31, 2010, which is comprised of lease operating costs of $4,394, production costs of $25,886, depreciation and depletion related expenses of $7,835, wage related expenses of $86,402, professional fees of $82,887 and general and administrative expenses of $80,533. The overall increase of $945,024 in total operating costs and expenses from the same six-month period in the prior year was primarily attributable to our acquisition and integration of additional oil and gas properties and the expansion of our personnel related to those acquired assets, costs associated with further developing our oil and gas operations in Kentucky and increased professional fees incurred in connection with the private placement we closed in August 2011

Operating Loss. For the six months ended October 31, 2011, our total loss from operations was $824,882, as compared to a total loss from operations of $237,982 for the six months ended October 31, 2010. We expect that we will continue to generate operating losses for the foreseeable future as we continue to develop and exploit our existing oil and gas resources.

Other Expenses. For the six months ended October 31, 2011, our total other expense was $812,907, which was comprised of interest expense of $134,820 and debt discount amortization of $678,087. The total other expense is attributed to the interest expense and debt discount amortization that resulted from the senior secured convertible promissory note financing . By comparison, for the six months ended October 31, 2010, our total other expense was $230,903, which was comprised of interest expense of $53,049 and debt discount amortization of $177,854.

Net Loss. For the six months ended October 31, 2011, our net loss was $1,627,789, as compared to a net loss of $468,885 for the six months ended October 31, 2010. We hope to generate additional revenues as we expand our projects to cover our operating costs, which will reduce our net loss in the future. We cannot guaranty that we will be able to generate additional revenues or, if that we do generate additional revenues, that such increased revenues will reduce our net loss in future periods.

Financial Condition, Liquidity and Capital Resources. We had cash of $226,201 and accounts receivable of $251,462 as of October 31, 2011, making our total current assets $477,663. We also had $7,097,374 in net property and equipment, which consists of oil and gas properties of $5,260,262, property and equipment of $2,025,655, net of accumulated depletion, depreciation and amortization of $188,543. In addition, we had goodwill of $1,394,215. Therefore, our total assets as of that date were $8,969,252.

Our total liabilities were $2,392,531 as of October 31, 2011. This was comprised of total current liabilities of $462,282, represented by accounts payable of $55,532 and accrued liabilities of $406,750. We had total long-term liabilities of $1,930,249, represented by senior secured convertible promissory notes of $1,930,249, net of discount of $2,228,072. We had total stockholders’ equity of $6,576,721. We had no other liabilities and no long term commitments or contingencies as of October 31, 2011.

On August 1, 2011, we closed a securities purchase agreement, dated July 26, 2011 (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”) and issued to the Investors an aggregate principal value of approximately $1,310,621 of original issue discount convertible debentures (the “Debentures”) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase an aggregate of 2,621,241 shares of our common stock (collectively, the “Warrants” and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”) at an exercise price of $1.25 for the Series A and C Warrants and $1.00 for the Series B Warrants. In addition, we also issued warrants to purchase 91,743 shares of our common stock at an exercise price of $1.25 per share to its placement agent in connection with the Securities Purchase Agreement. We will need to make interest payments at the rate of 5% per annum on the Debentures while they are outstanding. These notes are due July 29, 2013.

On October 14, 2011, we made interest payments of $11,296 to the Investors pursuant to the terms of the Debentures.

On October 12, 2011, two of the Investors elected to convert a portion of two outstanding Debentures into shares of our common stock. One of the Investors elected to convert $10,000 of the outstanding principal due on its Debenture into 20,000 shares of our common stock, or approximately $0.50 per share. The second of the Investors elected to convert $2,000 of the outstanding principal due on its debenture into 4,000 shares of our common stock, or approximately $0.50 per share.

On August 4, 2011, we issued 30,000 shares of our common stock to an employee and two independent contractors in exchange for services provided to us, valued at $19,500, or $0.65 per share.

On August 12, 2011, we issued 25,000 shares of our common stock to one of our officers in exchange for services provided to us, valued at $17,000, or $0.68 per share.

On September 22, 2011, we issued 30,000 shares of our common stock to an employee and two independent contractors in exchange for services provided to us, valued at $15,300, or $0.51 per share.

On September 22, 2011, we issued 43,207 shares of our common stock to BLS Energy, LLC exchange for consulting services provided to us, valued at $22,036, or $0.51 per share.

On October 12, 2011, we satisfied the downside price protection provision of an additional shares agreement with Range and issued Range an additional 1,389,353 shares of our common stock.

As of October 31, 2011, we had cash of $226,201. We will need additional cash to expand our operations, including the development of the KYTX Interests and other properties. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could differ as a result of a number of factors. In addition to generating revenues from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably.

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

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

During the fiscal year ending 2012, we expect that the legal and accounting costs of being a public company will continue to impact our liquidity. We also expect to make future payments related to certain of our oil and gas projects located in Texas, Kentucky and West Virginia. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company and future payments related to certain of our oil and gas projects, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

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

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On August 4, 2011, we issued 30,000 shares of our common stock to an employee and two independent contractors in exchange for services provided to us.

On August 12, 2011, we issued 25,000 shares of our common stock to one of our officers in exchange for services provided to us.

On September 22, 2011, we issued 30,000 shares of our common stock to an employee and two independent contractors in exchange for services provided to us.

On September 22, 2011, we issued 43,207 shares of our common stock to BLS Energy, LLC exchange for consulting services provided to us.

On October 12, 2011, we satisfied the downside price protection provision of an additional shares agreement entered into with Range and issued Range an additional 1,389,353 shares of our common stock.

All of the above shares were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 4(2) of that act and/or Rule 506 of Regulation D promulgated pursuant to that act by the Securities and Exchange Commission.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

None.

Item 5. Other Information.

The information set forth below is included herewith for the purpose of providing the disclosure required under “ Item 5.02.- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, ” “ Item 1.02- Termination of a Material Definitive Agreement ” and “ Item 8.01. Other Events ” of Form 8-K.

On December 14, 2011, our Board of Directors accepted the resignation of Allan Millmaker as Chief Executive Officer and President and appointed Mr. Millmaker as the Chairman of the Board of Directors.

Mr. Millmaker’s resignation as Chief Executive Officer and President was not as a result of any disagreement between Mr. Millmaker and us or our Board of Directors on any matter relating to our operations, policies or practices. Mr. Millmaker continues to hold 7,000,020 shares of our common stock, or approximately 11.783% of the issued and outstanding shares of our common stock.

In connection with Mr. Millmaker’s resignation as our Chief Executive Officer and President, Mr. Millmaker’s employment agreement has been terminated as of December 14, 2011. Pursuant to the termination clause of Mr. Millmaker’s employment agreement, we have no further obligation to Mr. Millmaker as our employee except to pay any base salary that had accrued but had not been paid prior to the date of termination and any reimbursement of business expenses incurred by Mr. Millmaker prior to the termination of his employment which had not previously been paid.

On December 9, 2011, we entered into an amendment to the Additional Shares Agreement dated April 12, 2011 with Range pursuant to which we agreed to extend the amount of time in which Range must provide notice of their election to adjust the per share price of the shares received pursuant to the Membership Interest Purchase Agreement dated April 12, 2011 from 30 days to 150 calendar days.

Item 6. Exhibits.

31.1	Certification of Principal Executive and Financial Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.ins	XBRL Instance Document
101.sch	XBRL Taxonomy Schema Document
101.cal	XBRL Taxonomy Calculation Linkbase Document
101.def	XBRL Taxonomy Definition Linkbase Document
101.lab	XBRL Taxonomy Label Linkbase Document
101.pre	XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

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

Alamo Energy Corp.,

a Nevada corporation

December 15, 2011	By:	/s/ Donald Sebastian
	Its:	Donald Sebastian Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

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