- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended

December 31, 2011

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

333-150775

POTASH AMERICA, INC.

(Exact name of registrant as specified in its charter)

Nevada

41-2247537

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

8 th Floor – 200 South Virginia Street, Reno, Nevada

89501

(Address of principal executive offices)

(Zip Code)

775.398.3019

(Registrant’s telephone number, including area code)

N/A

(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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

YES

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

147,565,000 common shares issued and outstanding as of February 10, 2012

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three and nine month periods ended December 31, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2011

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

TABLE OF CONTENTS

DECEMBER 31, 2011

Balance Sheets as of December 31, 2011 and March 31, 2011	F-1

Statements of Operations for the three and nine months ended December 31, 2011 and 2010 and for the period from July 31, 2007 (Date of Inception) to December 31, 2011	F-2

Statement of Stockholders’ Equity (Deficit) as of December 31, 2011	F-3

Statements of Cash Flows for the nine months ended December 31, 2011 and 2010 and for the period from July 31, 2007 (Date of Inception) to December 31, 2011	F-4

Notes to the Financial Statements	F-5 - F-11

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (UNAUDITED)

	December 31, 2011			March 31, 2011
ASSETS
Current Assets
Cash and cash equivalents	$	29,998		$	7,814
Prepaid expenses		199			419
Deposits		-			30,000
Total Current Assets		30,197			38,233

Fixed Assets
Mining claim		514,865			-
Total Fixed Assets		514,865			-

Total Assets	$	545,062		$	38,233


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	7,214		$	14,477
Deferred compensation		34,900			13,500
Accrued interest		13,155			88
Notes payable – related parties		35,500			35,500
Line of credit		830,000			40,000
Total Liabilities		920,769			103,565

Stockholders’ Deficit
Common stock, par value $0.0001; 200,000,000 shares authorized, 147,565,000 and 147,200,000 shares issued and outstanding		14,757			14,720
Additional paid in capital		328,524			49,524
Deficit accumulated during the exploration stage		(718,988	)		(129,576	)
Total Stockholders’ Deficit		(375,707	)		(65,332	)

Total Liabilities and Stockholders’ Deficit	$	545,062		$	38,233

The accompanying notes are an integral part of these financial statements

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended						Nine Months Ended						Period from July 31, 2007 (Inception) to
	December 31 ,						December 31 ,						December 31 ,
	2011			2010			2011			2010			2011

REVENUE	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES
Professional fees		20,315			1,632			59,169			11,367			130,460
Transfer agent and filing fees		1,926			200			14,164			2,716			38,075
Consulting		60,296			4,464			110,446			11,964			123,946
Web development		1,226			-			20,740			-			28,108
Stock compensation		97,322			-			279,037			-			279,037
Exploration costs		2,500			-			26,700			-			27,700
General and administrative		37,384			103			66,088			1,490			78,507
TOTAL OPERATING EXPENSES		220,969			6,399			576,344			27,537			705,833

LOSS FROM OPERATIONS		(220,969	)		(6,399	)		(576,344	)		(27,537	)		(705,833	)

OTHER INCOME (EXPENSES)
Interest expense		(8,161	)		-			(13,068	)		-			(13,155	)
TOTAL OTHER INCOME (EXPENSES)		(8,161	)		-			(13,068	)		-			(13,155	)

NET LOSS PRIOR TO INCOME TAXES		(229,130	)		(6,399	)		(589,412	)		(27,537	)		(718,988	)

PROVISION FOR INCOME TAXES		-			-			-			-			-

NET LOSS	$	(229,130	)	$	(6,399	)	$	(589,412	)	$	(27,537	)	$	(718,988	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	-		$	-		$	-		$	-

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		147,323,266			147,200,000			147,323,266			147,200,000

The accompanying notes are an integral part of these financial statements

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

	Common Stock				Additional Paid in			Deficit Accumulated During the Exploration
	Shares		Amount		Capital			Stage			Total

Balance, July 31, 2007 (date of inception)		-	$	-	$	-		$	-		$	-

Shares issued to founders for cash		80,000,000		100		7,900			-			8,000

Shares issued for cash		67,200,000		84		41,916			-			42,000

Net loss for the period ended March 31, 2008		-		-		-			(14,180	)		(14,180	)

Balance, March 31, 2008		147,200,000		184		49,816			(14,180	)		35,820

Net loss for the year ended March 31, 2009		-		-		-			(41,059	)		(41,059	)

Balance, March 31, 2009		147,200,000		184		49,816			(55,239	)		(5,239	)

Net loss for the year ended March 31, 2010		-		-		-			(18,805	)		(18,805	)

Balance, March 31, 2010		147,200,000		184		49,816			(74,044	)		(24,044	)

Forward stock split (80:1)		-		14,536		(14,536	)		-			0

Forgiveness of shareholder debt		-		-		14,244			-			14,244

Net loss for the year ended March 31, 2011		-		-		-			(55,532	)		(55,532	)

Balance, March, 31, 2011		147,200,000		14,720		49,524			(129,576	)		(65,332	)

Valuation of stock options		-		-		38,482			-			38,482

Shares issued for compensation		365,000		37		240,518			-			240,555

Net loss for the nine months ended December 31, 2011		-		-		-			(589,412	)		(589,412	)

Balance, December 31, 2011		147,565,000	$	14,757	$	328,524		$	(718,988	)	$	(375,707	)

The accompanying notes are an integral part of these financial statements

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended						Period from July 31, 2007 (Inception) to
	December 31 ,						December 31 ,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(589,412	)	$	(27,537	)	$	(718,988	)
Adjustment to reconcile net income to net cash provided by operating activities:
Stock and options issued as compensation		279,037			-			279,037
Changes in assets and liabilities:
(Increase) in prepaid expenses		220			(1,200	)		(199	)
(Increase) decrease deposit		30,000			-			-
Increase in accrued expenses		(7,264	)		(1,926	)		7,214
Increase in accrued interest		13,068			-			13,155
Increase in deferred compensation		21,400			-			34,900
Net Cash Used in Operating Activities		(252,951	)		(30,663	)		(384,881	)

CASH FLOWS FROM INVESTING ACTIVITIES
Deposit for mineral property		(514,865	)		-			(514,865	)
Net Cash Used in Investing Activities		(514,865	)		-			(514,865	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable – related parties		-			18,195			35,500
Proceeds from line of credit		790,000			14,244			844,244
Proceeds from sale of stock		-			-			50,000
Net Cash Provided by Financing Activities		790,000			32,439			929,744

INCREASE (DECREASE) IN CASH		22,184			1,776			29,998

Cash, beginning balance		7,814			187			-

Cash, ending balance	$	29,998		$	1,963		$	29,998

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Forgiveness of debt from former shareholder converted to capital	$	-		$	-		$	14,244

The accompanying notes are an integral part of these financial statements

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 1 – NATURE OF OPERATIONS

Potash America, Inc. (formerly Adtomize Inc.) (“the Company” or “PTAM”), was incorporated in the state of Nevada on July 31, 2007. PTAM’s primary focus is the development of fertilizer and agri-business assets. Such assets may include Potash, Montmorillonite, Bentonite and Gypsum. The Company seeks to acquire known deposits whose economic value has recently changed with market pricing levels, and develop these assets into agri-products.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.

Financial Instrument

The Company's financial instrument consists of cash, prepaid expenses, deposits, accrued expenses, deferred compensation, amounts due to stockholders and a line of credit.

The amounts due to stockholders are non-interest bearing. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

Cash and Cash Equivalents

PTAM considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31 and March 31, 2011, respectively, the Company had $29,998 and $7,814 of cash.

Advertising

The Company expenses advertising costs as incurred. The Company has had no advertising activity since inception.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2 – SIGNFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31 , 2011.

During the year ended March 31, 2011, the Company enacted an 80 to 1 forward stock split. All share and per share data has been adjusted to reflect such stock split.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On March 31, 2011, the Company instituted a Stock Option Plan which allows for the issuance of 3,000,000 shares of common stock to the Company’s management, employees and consultants. As of December 31, 2011, the Company issued 365,000 common stock shares and 790,000 in stock options in lieu of compensation.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Recent Accounting Pronouncements

PTAM does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 3 – PREPAID EXPENSES

Prepaid expenses consisted of $199 of prepaid rent as of December 31, 2011.

NOTE 4 – DEPOSITS

On May 16, 2011, the Company issued a letter of intent to purchase 100% interest in 39 BLM claims in Mineral County, Nevada for $20,000 plus expenses.

As part of the option agreement on the Mineral County, Nevada property, the Company advanced Ms. Diaz up to the sum of $10,000 to cover reimbursement on the 39 Bureau of Land Management. This advance was deducted from the $210,000 wired to Ms. Diaz on the execution of the option agreement.

On August 31, 2011 the Company entered into a purchase and sale agreement related to the acquisition of the 100% interest in the BLM Claims located in Mineral County Nevada. Ms. Diaz was paid a total advance of $30,000 to mining interest and $7,564 for reimbursements of exploration cost. Under the terms of the purchase and sale agreement the Company issued a pre-closing advance of $200,000 to Ms. Kim Diaz and Sonseeahray Diaz (the “Sellers”).

As additional consideration the Company will pay compensation to the Sellers as follows:

(a)	$200,000 on November 31, 2011 (paid);

(b)	$50,000 on July 1, 2012;

(c)	$1,500,000, which will be paid in equal payments of $500,000 on or before January 1st of 2013, 2014 and 2015;

(d)	2,500,000 shares of the Company’s common stock based on the Sellers’ pro-rata interest in the claims and a total of 500,000 shares to those parties designated by the Sellers on or before July 1st of 2012, 2013 and 2014;

The Company also agreed to pay a royalty of $10 per short ton of product produced from the BLM Claims and sold by the Company.

The Company has also located 48 unpatented lode mining claims (the “Additional Claims”) in the area in which the BLM Claims are located. As part of the consideration the Company will also pay the Sellers a royalty of $10 per short ton of product produced from the Additional Claims and sold by the Company. In addition to granting the royalty in the Additional Claims the Company will issue 50,000 shares of restricted stock to the Sellers on or before January 1, 2015.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

The Company shall also reserve a net smelter returns royalty (the “NSR Royalty”) on certain metallic products produced from the BLM Claims equal to 2% of the net smelter returns. The NSR Royalty shall not apply to and no NSR Royalty payments shall be due for any product produced from the BLM Claims sold by the Company.

Additionally, the Company will pay the Sellers a guaranteed minimum annual royalty of $50,000 for a period of 5 years with the first payment due on December 31, 2015 and the last payment due on December 31, 2020.

NOTE 5 – ACCRUED EXPENSES AND LIABILITIES

Accrued expenses and liabilities consisted of the following as of December 31 and March 31, 2011:

	December 31, 2011		March 31, 2011
Accounting fees	$	1,500	$	6,000
Legal fees		714		4,617
Filing fees		-		860
Professional fees		-		-
Consulting fees		5,000		-
Marketing		-		-
Web development		-		3,000
Total Accrued Expenses	$	7,214	$	14,477

NOTE 6 – NOTES PAYABLE – RELATED PARTIES

As of March 31, 2010 there was $11,805 due to a shareholder. The shareholder loaned the company as additional $2,439 during the year ended March 31, 2011. The loans were unsecured, non-interest bearing and due on demand. The total debt of $14,244 was forgiven and recorded as contributed capital on July 9, 2010.

A shareholder and current director of the Company advanced funds at various times during the year ended March 31, 2011 in order to support operations. The loans are unsecured, non-interest bearing and due on demand. The amount due to the shareholder and director was $35,500 as of December 31, 2011.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 7 – LINE OF CREDIT

The Company entered into a Credit Facility Agreement during the year ended March 31, 2011 in the amount of $200,000. The line of credit is secured by the assets of the company, bears 5% interest and is due on demand.

On June 22, 2011, the Company’s credit line was increased from $200,000 to $1,000,000 under the same terms. The line of credit was drawn to $630,000 as of December 31, 2011. Interest expense related to the line of credit was $12,070 as of December 31, 2011.

On November 22, 2011, the Company entered into a second Credit Facility Agreement in which the lender agreed to provide the Company with a line of credit in the amount of up to $500,000. Pursuant to the terms of the Credit Facility Agreement, the Company shall pay any outstanding amounts to the lender on demand. The Company may also repay the loan and accrued interest at any time without penalty. Amounts outstanding shall bear interest at the rate of 10% per annum. The line of credit was drawn to $200,000 as of December 31, 2011. Interest expense related to the line of credit was $1,085 as of December 31, 2011.

NOTE 8 – RELATED PARTY TRANSACTIONS

Beginning July 1, 2010, the Company entered into a consulting agreement with a director for $1,500 per month as compensation.

On November 7, 2011, the Company entered into an employment agreement with Barry Wattenberg, our president, chief executive officer, chief financial officer, secretary, treasurer and a member of our board of directors. The employment agreement will become effective on December 1, 2011.

Pursuant to the terms of the employment agreement Mr. Wattenberg will receive a base salary of $10,000 per month, payments of which will accrue, and a key man life insurance policy of $1,000,000 payable half to the Company and half to Mr. Wattenberg’s estate. The Company shall also reimburse all reasonable and necessary business expenses incurred by Mr. Wattenberg in performance of his duties. When established, the company will compensate Mr. Wattenberg with group health insurance benefits and will allow for standard executive benefits such as vacation, holidays, sick leave and the granting of stock options when deemed appropriate by the Company.

The total amounts of $21,400 and $13,500 as of December 31 and March 31, 2011 have been recorded as deferred compensation.

NOTE 9 – CAPITAL STOCK

The company has 200,000,000 common shares authorized at a par value of $0.0001 per share.

During the period ended March 31, 2008, the Company issued 80,000,000 common shares at to founders for total proceeds of $8,000. Additionally, the Company issued 67,200,000 shares during the period ended March 31, 2008 for total proceeds of $42,000.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 9 – CAPITAL STOCK (continued)

On July 9, 2010, a former shareholder and director of the Company agreed to forgive debt in the amount of $14,244. This amount has been recorded as contributed capital.

Effective September 8, 2010 the Company increased the authorized shares of common stock from 100,000,000 to 200,000,000 and enacted a forward stock split of 80 to 1. All share and per share data has been adjusted to reflect such stock split.

In May 2011 the Company issued 150,000 common shares in lieu of compensation along with stock options.

On November 10, 2011, the Company issued 25,000 shares of common stock at a value of $0.0001 per share as compensation for a finder’s fee related to the Sodaville, Nevada property.

On December 31, 2011, the Company issued an aggregate of 190,000 restricted shares of our common stock at a value of $0.0001 per share to our directors, advisors and consultants to the Company.

The amount of stock compensation expense for the period ending December 31, 2011 was $240,555.

There were no additional shares issued during the period ended December 31, 2011.

There were 147,565,000 shares of common stock issued and outstanding as of December 31, 2011.

As December 31, 2011, the Company has no warrants outstanding. There are 790,000 stock options outstanding.

Stock options

In April 2011, the Company issued 600,000 stock options to directors of the Company per the Stock Option Plan with an exercise price of $0.60 per share for a 5 year term.

In May 2011, the Company entered into two consulting agreements which granted a total of 75,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $1.00 per share for a 5 year term.

In December 2011, the Company granted a total of 115,000 stock options to advisors and consultants. All these stock options are exercisable at $1.00 per share for a 3 year term.

The amount of stock option compensation expense for the period ending December 31, 2011 was $38,482.

The expense was calculated using the Black-Scholes pricing model.

POTASH AMERICA, INC.

(FORMERLY ADTOMIZE, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 9 – CAPITAL STOCK (continued)

The following table summarizes information about options as of December 31, 2011:

	Number of Shares		Weighted Average Exercise Price
Outstanding, March 31, 2011		-	$	-
Options granted		790,000		.84
Options expired		-		-
Options cancelled		-		-
Outstanding, December 31, 2011		790,000	$	.84
Exercisable, December 31, 2011		790,000	$	.84

The following table summarizes information about stock warrants granted to employees, advisors, investors and board members at December 31, 2011:

	Stock Options Outstanding							Stock Options Exercisable
	Range of Exercise Prices	Number Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Number of Options		Weighted Average Exercise Price

$	. 60 to 1.00		790,000	$	.84		4.01		790,000	$	0.84

As of December 31, 2011, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. The weighted-average grant-date fair value of stock options granted for the year ended December 31, 2011 was $0.84. The total fair value of shares vested during 2011 was 790,000 of stock options at fair market value on December 31, 2011.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2011 to February 10, 2012, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those discussed above.

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our unaudited financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms "we", "us", "our" and "our company" mean Potash America, Inc., a Nevada corporation, unless otherwise indicated.

General Overview

We were incorporated in the state of Nevada on July 31, 2007 as Adtomize Inc. On June 29, 2010, we underwent a change of control. On September 8, 2010, we affected a split of our authorized capital and our issued and outstanding common shares on an 80 for 1 basis. On March 3, 2011 we changed our name to Potash America, Inc., and began looking for opportunities to acquire exploration stage mineral properties. We maintain our business offices at 200 South Virginia Street, 8th Floor, Reno, Nevada, 89501 and our telephone number is (775) 398-3019.

Before we went through a change of control and business focus, we engaged in the business of developing an online advertising brokerage service to bring together high traffic web site publishers with companies wishing to place ads on them in order to drive traffic to their own internet sites. Since our inception, we had been attempting to raise money to operate our business, but have not been able to secure the funds necessary to do so. The lack of funds and the present economy have prevented that from happening. As we have been unable to raise the capital necessary to develop and market our service, we began a search for other business opportunities which may benefit our shareholders and allow us to raise capital and operate.

Current Business

Shortly after changing our business focus to exploration stage properties, we identified an opportunity to acquire the Newfoundland Property from Habitants Minerals Ltd. We entered into a letter of intent on March 15, 2011 and subsequently a mining property acquisition agreement on June 6, 2011. We now plan to undertake further evaluation of the Newfoundland Property.

On March 15, 2011 we entered into a credit facility agreement. The lender agreed to provide us with a line of credit in the amount of up to $200,000 wherein, within three business days after receipt of notice from us, the lender will advance amounts requested to our company. On June 22, 2011, the credit facility agreement was amended to increase the size of the line of credit to a total of $1,000,000. We shall use the advances to fund working capital and general corporate activities. Pursuant to the terms of the credit facility agreement, our company shall pay any outstanding amounts to the lender on demand. We may also repay the loan and accrued interest at any time without penalty. Amounts outstanding shall bear interest at the rate of 5% per annum.

We entered into a letter of intent on March 15, 2011 with Habitants Minerals Ltd with respect to an acquisition of a property in Newfoundland, Canada.

On June 6, 2011 we entered into and closed a property acquisition agreement with Habitants. Pursuant to the terms of the agreement, we acquired an undivided 100% interest in certain unpatented mining claims located in Western Newfoundland, Canada which we refer to as the “Newfoundland Property”. Pursuant to the terms of the agreement, we agreed to provide the following payments to Habitants:

The aggregate consideration of $50,000 consisting of the following:

- $30,000 which was previously provided to Habitants, and

- the balance of $20,000 which was provided on the closing of the agreement.

If any third party asserts any right or claim to the Newfoundland Property or to any amounts payable to Habitants, we may deposit any amounts otherwise due to Habitants in escrow with a suitable agent until the validity of such right or claim has been finally resolved. If we deposit said amounts in escrow, we shall be deemed not in default under this agreement for failure to pay such amounts to Habitants.

On May 11, 2011 we entered into a letter of intent to acquire a 100% interest in 39 Bureau of Land Management claims in Mineral County, Nevada (the “BLM Claims”). Pursuant to the terms of the letter of intent our company advanced the following payments to the administrator of the claims, Ms. Kim Diaz:

(a)	$20,000.00, of which $5,000.00 was disbursed to Ms. Diaz, contemporaneously with the execution of the letter of intent; and

(b)	$5,000.00, upon the execution of the letter of intent, to enable Ms. Diaz and Elwayne E. Everett to commence the bentonite project on the adjacent property;

Under the terms of the letter of intent our company and Ms. Diaz would be required to enter into an option agreement on or before August 31, 2011. Pursuant to the option agreement our company would be required advance $10,000 to Ms. Diaz to cover reimbursement on the 39 BLM Claims which would be deducted from the required payment of $210,000 to Ms. Diaz upon execution of the option agreement.

On August 31, 2011 we entered into a purchase and sale agreement related to the acquisition of the 100% interest in the BLM Claims. Under the terms of the purchase and sale agreement our company issued a pre-closing advance of $200,000 to Ms. Kim Diaz and Sonseeahray Diaz (the “Sellers”).

As additional consideration our company will pay compensation to the Sellers as follows:

(a)	$200,000 on November 31, 2011 (paid);

(b)	$50,000 on July 1, 2012;

(c)	$1,500,000, which will be paid in equal payments of $500,000 on or before January 1st of 2013, 2014 and 2015;

(d)	2,500,000 shares of our company’s common stock based on the Sellers’ pro-rata interest in the claims and a total of 500,000 shares to those parties designated by the Sellers on or before July 1st of 2012, 2013 and 2014;

We have also agreed to pay a royalty of $10 per short ton of product produced from the BLM Claims and sold by our company.

Our company has also located 48 unpatented lode mining claims (the “Additional Claims”) in the area in which the BLM Claims are located. As part of the consideration our company will also pay the Sellers a royalty of $10 per short ton of product produced from the Additional Claims and sold by our company. In addition to granting the royalty in the Additional Claims our company will issue 50,000 shares of restricted stock to the Sellers on or before January 1, 2015.

Our company shall also reserve a net smelter returns royalty (the “NSR Royalty”) on certain metallic products produced from the BLM Claims equal to 2% of the net smelter returns. The NSR Royalty shall not apply to and no NSR Royalty payments shall be due for any product produced from the BLM Claims sold by our company.

Additionally, our company will pay the Sellers a guaranteed minimum annual royalty of $50,000 for a period of 5 years with the first payment due on December 31, 2015 and the last payment due on December 31, 2020.

On November 22, 2011, we entered a second credit facility agreement in which the lender agreed to provide our company with a line of credit in the amount of up to $500,000. Pursuant to the terms of the credit facility agreement, our company shall pay any outstanding amounts to the lender on demand. Our company may also repay the loan and accrued interest at any time without penalty. Amounts outstanding shall bear interest at the rate of 10% per annum.

Effective December 1, 2011 we entered into an employment agreement with our president, Barry Wattenberg, under which Mr. Wattenberg will receive a base salary of $10,000 per month, payments of which will accrue, and a key man life insurance policy of $1,000,000 payable half to our company and half to Mr. Wattenberg’s estate.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Employees

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations

The following unaudited summary of our results of operations should be read in conjunction with our financial statements for the three and nine month periods ended December 31, 2011 and 2010.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Results of Operations for the Three Months Ended December 31, 2011 and 2010

Our operating results for the three month periods ended December 31, 2011 and 2010 and the changes between those periods for the respective items are summarized as follows:

		Three Month Period Ended December 31, 2011			Three Month Period Ended December 31, 2010			Change Between Three Month Periods Ended December 31, 2010 and December 31, 2011
Revenue	$	Nil		$	Nil		$	Nil
Professional fees	$	20,315		$	1,632		$	18,683
Transfer agent and filing fees	$	1,926		$	200		$	1,726
Consulting fees	$	60,296		$	4,464		$	55,832
Web development	$	1,226		$	Nil		$	1,226
Stock compensation	$	97,322		$	Nil		$	97,322
Exploration costs	$	2,500		$	Nil		$	2,500
General and administrative	$	37,384		$	103		$	37,281
Interest Expense	$	8,161		$	Nil		$	8,161
Net loss	$	(229,130	)	$	(6,399	)	$	222,731

Our expenses increased during the three month period ended December 31, 2011 compared to the same period in 2010 primarily as a result of increased expenses related to our company’s change of control and acquisition of mineral properties.

Results of Operations for the Nine Months Ended December 31, 2011 and 2010

Our operating results for the nine month periods ended December 31, 2011 and 2010 and the changes between those periods for the respective items are summarized as follows:

		Nine Month Period Ended December 31, 2011			Nine Month Period Ended December 31, 2010			Change Between Nine Month Periods Ended December 31, 2010 and December 31, 2011
Revenue	$	Nil		$	Nil		$	Nil
Professional fees	$	59,169		$	11,367		$	47,802
Transfer agent and filing fees	$	14,164		$	2,716		$	11,448
Consulting fees	$	110,446		$	11,964		$	98,502
Web development	$	20,740		$	Nil		$	20,740
Stock compensation	$	279,037		$	Nil		$	279,037
Exploration costs	$	26,700		$	Nil		$	26,700
General and administrative	$	66,088		$	1,490		$	64,598
Interest Expense	$	13,068		$	Nil		$	13,068
Net loss	$	(589,412	)	$	(27,537	)	$	561,875

Our expenses increased during the nine month period ended December 31, 2011 compared to the same period in 2010 primarily as a result of increased expenses related to our company’s change of control and acquisition of mineral properties.

Liquidity and Financial Condition

Working Capital

	At December 31, 2011 $			At March 31, 2011 $			Change Between March 31, 2011 and December 31, 2011 $
Current Assets	$	30,197		$	7,814		$	22,383
Current Liabilities	$	920,768		$	103,565		$	817,203
Working Capital / (Deficit)	$	(718,988	)	$	(95,751	)	$	(623,237	)

Cash Flows

	Nine Months Ended December 31, 2011 $			Nine Months Ended December 31, 2010 $			Period from Inception (July 31, 2007) to December 31, 2011 $
Cash Flows from Operating Activities	$	(252,951	)	$	(30,663	)	$	(384,881	)
Cash Flows provided by/(used in) Investing Activities	$	(514,865	)	$	Nil		$	(514, 865	)
Cash Flows from Financing Activities	$	790,000		$	32,439		$	929,744
Net Increase (Decrease) in Cash During Period	$	22,184		$	1,776		$	29,988

As of December 31, 2011, our total assets were $30,197 and our total liabilities were $920,768 and we had a working capital deficit of $890,571. Our unaudited financial statements report a net loss of $589,412 for the nine months ended December 31, 2011 compared to a net loss of $27,537 for the same period in 2010 and a net loss of $718,988 for the period from July 31, 2007 (inception) to December 31, 2011.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended March 31, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

We anticipate that additional funding will be required in the form of debt or equity capital financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through debt to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Exploration Stage Company

Basis of Presentation

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). Our company has adopted a March 31 fiscal year end.

Financial Instrument

Our company's financial instrument consists of cash, prepaid expenses, deposits, accrued expenses, deferred compensation, amounts due to stockholders and a line of credit.

The amounts due to stockholders are non-interest bearing. It is management's opinion that our company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

Cash and Cash Equivalents

Our company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31 and March 31, 2011, respectively, our company had $29,998 and $7,814 of cash.

Revenue Recognition

Our company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Use of Estimates

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31 , 2011.

During the year ended March 31, 2011, our company enacted an 80 to 1 forward stock split. All share and per share data has been adjusted to reflect such stock split.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On March 31, 2011, our company instituted a stock option plan which allows for the issuance of 3,000,000 shares of common stock to our company’s management, employees and consultants. As of December 31, 2011, our company issued 365,000 common stock shares and 790,000 in stock options in lieu of compensation.

Income Taxes

Recent Accounting Pronouncements

Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our company’s results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

On November 10, 2011 we issued 25,000 shares of our common stock at a value of $0.0001 per share as compensation for a finder’s fee related to the Sodaville, Nevada property. These shares were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933.

On December 31, 2011, our company issued an aggregate of 115,000 stock options to advisors and consultants of our company to purchase an aggregate of 115,000 shares of our common stock at an exercise price of $1.00 for a period of three (3) years. These securities were issued to three (3) individuals pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933.

On December 31, 2011, our company issued an aggregate of 190,000 restricted shares of our common stock at a value of $0.0001 per share to our directors, Alan Brass and Norman Marcus, as well as to advisors and consultants to our company. These shares were issued to five (5) individuals pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosure

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on May 9, 2008)
3.2	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on September 10, 2010).
3.3.	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2011)
(10)	Material Contracts
10.1	Credit Facility Agreement dated March 2011 (incorporated by reference to our Current Report on Form 8-K filed on March 17, 2011)
10.2	2011 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.3	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.4	Director’s Association Agreement between our company and Alan B. Brass (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.5	Director’s Association Agreement between our company and Norman Marcus (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.6	Stock Option Agreement between our company and Alan B. Brass (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.7	Stock Option Agreement between our company and Norman Marcus (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.8	Property Acquisition Agreement dated June 6, 2011 between our company and Habitants Minerals Ltd. (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2011)
10.9	Purchase and Sale Agreement dated August 31, 2011 between our company and Kim Diaz and Sonseeahray Diaz (incorporated by reference to our Current Report on Form 8-K filed on September 12, 2011)
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2011)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Barry Wattenberg (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of Barry Wattenberg (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
101**	Interactive Data File
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



	POTASH AMERICA, INC.
	(Registrant)
	/s/ Barry Wattenberg
Dated: February 13, 2012	Barry Wattenberg
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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