UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amended Form 10-KSB


[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                   For the fiscal year ended December 31, 2001


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

    For the transition period from to ________________ to __________________
                         Commission File No.: 000-32999

                         LEBLANC PETROLEUM, INCORPORATED
                 (Name of small business issuer in its charter)

           Nevada                                         86-1031851
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                            5527 East Camelback Road
                             Phoenix, Arizona 85018
          (Address, including zip code, of principal executive offices)


Issuer's telephone number (602) 522-8649

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:


                     Common Stock, Par Value $.001 Per Share
                                (Title of class)

Check  whether the issuer (1) 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[ ]No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year.  $ 222.00

As of December 31, 2001, we had 9,500,000  shares of our $0.001 par value common
stock  issued  and  outstanding.  As there is no public  trading  market for our
securities,  we are unable to determine the aggregate market value of the common
stock, our only class of voting stock, held by nonaffiliates.

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                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Form (Check one):    Yes [ ]       No [X]

                                     PART I

This  report on Form  10-KSB  and  documents  incorporated  herein by  reference
contain  certain   "forward-looking   statements"  as  defined  by  the  Private
Securities  Litigation  Reform Act of 1995 which involve  substantial  risks and
uncertainties.  When  used in this  report  and in  other  reports  filed by the
Company, the forward-looking  statements are often identified by the use of such
terms and phrases as "anticipates,"  "believes,"  "intends," "plans," "expects,"
"seeks," "scheduled," "foreseeable future' and similar expressions. Although the
Company believes the understandings and assumptions on which the forward-looking
statements  in this  report  are  based are  reasonable,  the  Company's  actual
results,  performance and achievements  could differ materially from the results
in, or implied by, these forward-looking statements.  Certain factors that could
cause or contribute to such differences include those discussed in "Management's
Plan of Operations" and elsewhere herein.

ITEM 1.  DESCRIPTION OF BUSINESS.

                                   Background

LeBlanc,  Petroleum,  Incorporated,  a Nevada corporation (the "Company"), is an
exploratory  stage   independent   energy  company  engaged  in  the  ownership,
exploration and  acquisition of crude oil and natural gas reserves.  The Company
was incorporated on June 20, 2001, as JBO, Inc., a Nevada corporation. JBO, Inc.
was  incorporated  as a "blank check" company and had no assets,  liabilities or
business activity other than seeking a merger partner. On December 1, 2001, 100%
of the shareholders of JBO, Inc. authorized management to enter into Articles of
Merger with LeBlanc Petroleum, Incorporated, an Arizona corporation ("LeBlanc"),
which was  incorporated  on November  21, 2001,  for the purpose of  purchasing,
developing and operating oil and gas leases. 100% of the shareholders of LeBlanc
also approved the merger with JBO, Inc. Pursuant to the Articles of Merger, JBO,
Inc. was the "surviving company," and LeBlanc was the "disappearing company." At
the date of the merger,  LeBlanc had issued and outstanding  9,000,000 shares of
its common stock,  its only class of stock.  Up to the date of the merger,  JBO,
Inc. had issued and outstanding  5,000,000  shares of its common stock, its only
class of stock.  On  December  1, 2001,  William D.  O'Neal and  Stephen F. Burg
resigned as officers  and  directors of the Company and were  replaced  with the
current   directors   and  officers  set  forth  in  Part  III,  Item  9  below.
Simultaneously  upon the merger, Mr. O'Neal and Mr. Burg each surrendered to the
Company  2,250,000  shares of the common stock of the Company upon the terms set
forth  in Item 12  below.  In  accordance  with the  Articles  of  Merger,  each
shareholder  of  LeBlanc  received  one share of the  Company  for each share of
LeBlanc owned by the LeBlanc  shareholders.  Thus, the Company issued  9,000,000
shares  of  the  Company's  common  stock  to the  shareholders  of  LeBlanc  in
accordance with the Articles of Merger in consideration for all 9,000,000 issued
and  outstanding  shares of the common stock of LeBlanc.  The Articles of Merger
were filed with the office of the Nevada  Secretary  of State  December 7, 2001,
with an effective  date of December 1, 2001.  On December 12, 2001,  The Company
filed with the  office of the  Nevada  Secretary  of State an  amendment  to its
Articles of Incorporation changing its name to LeBlanc Petroleum,  Incorporated,
and increasing the Company's  authorized  shares of common stock from 10,000,000
shares to 25,000,000  shares.  The Company  currently  has  9,500,000  shares of
common stock issued and outstanding.

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<PAGE>

                                Business Strategy

The Company's intended strategy,  which includes the following key elements,  is
to acquire,  develop and increase oil and natural gas reserves,  production  and
revenue for the Company.

Utilize Geological and Geophysical Technologies

The Company may engage detailed geological interpretation combined with advanced
seismic exploration techniques to identify the most promising leases.

Geological interpretation is based upon data recovered from existing oil and gas
wells in an area and other sources.  Such  information is either  purchased from
the company that drilled the wells or becomes  public  knowledge  through  state
agencies after a period of years.  Through  analysis of rock types,  fossils and
the electrical and chemical  characteristics  of rocks from existing wells,  the
Company can  construct a picture of rock  layers in the area.  The Company  will
have access to the well logs and decline curves from existing  operating  wells.
Well logs allow the Company to  calculate an original oil or gas volume in place
while  decline  curves from  production  history  allow the Company to calculate
remaining proved producing reserves.  The Company has not purchased,  leased, or
entered into any agreements to purchase or lease any of the equipment  necessary
to conduct the  geological or  geophysical  testing  referred to herein and will
only be able to do so upon raising  additional capital through loans or the sale
of equity securities.

Develop Drill Site Inventory.

The Company  owns  working  leasehold  interests  in the Right Angle and Johnson
Anticline prospects in the San Juan Basin of New Mexico (See Item 2 "Description
of Properties"). The Company intends to obtain the necessary financial resources
to enable it to pay for the anticipated  costs of drilling and completion for at
least 12  exploratory  wells over the next 18 months from  industry  partners in
exchange for a percentage  participation in these leasehold interests.  To date,
the Company has not identified, or entered into any agreements,  arrangements or
negotiations  with,  any such industry  partners,  and there can be no assurance
that any such industry  partners  shall be identified,  or that any  agreements,
arrangements  or  negotiations  will be  entered  into  with any  such  industry
partners.

Acquire Interests in Oil and Natural Gas Properties.

The principal  activity for the Company in the future will be the acquisition of
producing oil and gas leases. The acquisition  process may be lengthy because of
the amount of investigation  which will be required prior to submitting a bid to
a major oil  company.  Currently,  the  Company is not  engaged  in any  bidding
process.  Verification of each property and the overall  acquisition process can
be divided into three phases, as follows:

Phase 1. Field  identification.  In some instances the seller will have a formal
divestiture department that will provide a sales catalog of leases which will be
available  for sale.  Review of the  technical  filings made to the states along
with a review of the regional geological  relationships,  released well data and
the production history for each lease will be utilized.  In addition a review of
the  proprietary  technical  data  in  the  sellers  office  will  be  made  and
calculation  of a bid  price  for the  field.  The  Company  believes  that  the
estimated cost of Phase 1 for one property will be approximately $5,000.

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<PAGE>

Phase 2.  Submission  of the  Bid.  Each bid  will be made  subject  to  further
verification of production capacity,  equipment condition and status, and title.
The Company believes that the estimated cost of Phase 2 for one property will be
approximately $50,000.

Phase 3. Closing.  Final price  negotiation  will take place.  Cash transfer and
issuance of title opinions.  Tank gauging and execution of transfer orders.  The
cost of Phase 3 cannot be estimated at this time and is entirely  dependent upon
negotiations with the seller and the seller's offering price for the property.

After closing has occurred,  the newly acquired  property will be turned over to
the Company for possible  workovers  or  operational  changes  which will in the
Company's estimation increase each well's production.

In  connection  with  the  acquisition  of an oil and gas  lease  for  work-over
operations, the Company is able to assume 100% ownership of the working-interest
and  surface  production  equipment  facilities  with only  minor  expenses.  In
exchange  for an  assignment  of the  lease,  the  Company  agrees to assume the
obligation to plug and abandon the well in the event the Company determines that
reworking  operations  are either too expensive or will not result in production
in paying  quantities.  The cost of plugging a well can run from $500 to$15,000,
depending on the condition of the well.

Several major oil companies have recently placed numerous oil and gas properties
out for  competitive  bidding.  The Company  currently does not have  sufficient
revenues or funds available to it to make a bid for such properties. The Company
has not  initiated a search for  additional  leases and does not intend to do so
until it raises  additional  capital.  The  Company  believes  that it is not an
efficient use of time to search for  additional  prospects when it does not have
sufficient capital to acquire and develop additional leases. The Company intends
to raise  additional  capital through loans or the sale of equity  securities in
order to have sufficient  funds to make a bid for such  properties.  There is no
assurance  that the Company will ever raise such  additional  capital and if the
Company is unable to raise such capital, it may have to cease operations.

At the present  time,  the Company has not  identified  any specific oil and gas
leases  which  it  intends  to  acquire  and  will  only be  able  to make  such
determination upon raising said capital.

Operate Oil and Natural Gas Properties only when Justified.

Initially,  we will not solely operate any of the oil or natural gas properties,
which  we hold or may  acquire,  and  will  rely to  some  extent  on  operators
qualified  in the oil and  gas  business  to  conduct  operations  under a joint
operating  arrangement.  To date the  Company  has not  entered  into any  joint
operating agreements with an operator.

Maintain Low Overhead Expenses.

We currently have 3 full time  employees,  Gordon M. LeBlanc,  Jr.,  Marilyn Kay
LeBlanc and G.  Maurice  LeBlanc  III. We do not intend to become  obligated  to
incur  substantial cash operating  expenses until such time as available capital
or cash resources  generated from operations are sufficient to justify expanding
the  number  of  employees  and  related  expenses.  Until  such time as we have
developed  significant  and  steady  cash  flow from the  production  of oil and
natural gas, we intend that our management  and directors will provide  services
to the Company primarily for non-cash compensation.

Become an Operating Oil and Natural Gas Company.

                                       4
<PAGE>

At such time as the Company establishes  sufficient oil and natural gas reserves
and revenue from production,  we plan to become an operating oil and natural gas
exploration and development  company.  As continuing  revenue from operations is
achieved,  we expect to obtain separate  office space and facilities,  full time
employees and consultants and to begin to develop and acquire  additional oil or
natural gas prospects  while  seeking to increase  reserves and  production.  No
assurances can be made as to when or whether such plans may be achieved.

                        Market for Oil and Gas Production

The market for oil and gas production is regulated by both the state and federal
governments.  The overall  market is mature and with the  exception  of gas, all
producers  in a  producing  region will  receive  the same price.  The major oil
companies  will  purchase all crude oil offered to sale at posted field  prices.
There are price adjustments for quality difference from the Benchmark. Benchmark
is Saudi  Arabian  light crude oil  employed as the standard on which OPEC price
changes have been based. Quality variances from Benchmark crude results in lower
prices being paid for the variant oil. Oil sales are normally  contracted with a
purchaser or gatherer as it is known in the industry who will pick up the oil at
the well site. In some instances there may be deductions for transportation from
the well  head to the  sales  point.  At this  time the  majority  of crude  oil
purchasers do not charge  transportation  fees, unless the well is outside their
service area. The service area is a geographical  area in which the purchaser of
crude oil will not charge a fee for picking upon the oil.  The  purchaser or oil
gatherer as it is called within the oil industry  will usually  handle all check
disbursements to both the working interest and royalty owners.  The Company will
be a working  interest owner. By being a working  interest owner, the Company is
responsible for the payment of its proportionate share of the operating expenses
of the well. Royalty owners and over-riding  royalty owners receive a percentage
of gross oil production  for the  particular  lease and are not obligated in any
manner  whatsoever  to pay for the costs of  operating  the  lease.  There,  the
Company,  in most  instances,  will be paying the  expenses  for the oil and gas
revenues paid to the royalty and over-riding royalty interests.

Gas sales are by contract.  The gas purchaser will pay the well operator 100% of
the sales proceeds on or about the 25th of each and every month for the previous
month's sales.  The operator is responsible for all checks and  distributions to
the working  interest and royalty  owners.  There is no standard  price for gas.
Prices will fluctuate with the seasons and the general market conditions.  It is
the  Company's  intention to utilize this market  whenever  possible in order to
maximize revenues. The Company does not anticipate any significant change in the
manner production is purchased.  However, no assurance can be given at this time
that such changes will not occur.

                  Risks Associated with the Company's Business

New Business.

We have only been in existence  since June 20, 2001.  Since our  inception,  and
through  November 30, 2001,  our only activity was seeking a merger partner that
would add  value to the  Company.  As a result of our  merger  with  LeBlanc  on
December 1, 2001, the Company was  substantially  reorganized  and entered a new
line of business  in  December of 2001.  Through  December  31,  2001,  the only
business  conducted  by the  Company  after the  merger  with  LeBlanc  has been
re-organizational and strategic planning activities.


                                       5
<PAGE>

Operating Losses and Need for Additional Financing.

For the year ended December 31, 2001, the Company  incurred  operating losses of
approximately  $151,240  and at such  date  had  available  working  capital  of
approximately $124.

Early Stages of Development Activities.

We are still in the early  stages of our  development  activities.  Our  initial
strategy  includes  (i)  the  use  of 3-D  Seismic  and  other  state-of-the-art
technologies to maximize the potential of our  properties,  (ii) the drilling of
exploratory  wells in the San Juan Basin, and (iii) subject to the evaluation of
the results of seismic data and drilling, drilling of additional exploratory and
development  wells in the area.  The success of the project  will be  materially
dependent  on  whether  our  initial  few  exploratory  wells  are  commercially
productive wells and whether we can successfully acquire interests in additional
exploratory  prospects.  Although we believe the  geologic  characteristics  and
results of the 2-D data survey of our two present  prospects  reduce the risk of
drilling  nonproductive  wells,  there can be no assurance that the Company will
drill enough  productive  wells to establish  crude oil and natural gas reserves
and positive cash flow. If we drill a significant number of nonproductive wells,
the Company's  business,  financial condition and results of operations would be
materially  adversely  affected.   Accordingly,   due  to  the  early  stage  of
development,  we are unable to predict whether our exploration activities in the
San Juan  Basin  will  meet  our  expectations.  In the  event  our  exploration
activities do not effectively establish reserves and production, the Company may
have to cease its operations.

Dependence Upon Management.

The success of the Company in  developing  reserves of crude oil and natural gas
and cash flow from the  production  therefrom  is dependent  primarily  upon the
active  participation  of Gordon M.  LeBlanc,  Jr., the  Company's  Chairman and
President,  and G. Maurice LeBlanc, III, the Vice President of the Company. Both
of Messrs.  LeBlanc and LeBlanc have  substantial  experience in the oil and gas
business.  Gordon M. LeBlanc,  Jr. has been an oil and gas operator  since 1983.
Each  intends to devote  substantially  all of their time and  attention  to the
operation and management of the Company.  The Company does not have key man life
insurance  on the  lives  of,  nor any  employment  agreement  with,  any of its
officers or directors.

Conflicts of Interest.

The  directors  and officers of the Company have other  interests in the oil and
gas  business,  which may  present  conflicts  of interest  with  respect to the
activities  of the Company.  Chairman and President  Gordon M.  LeBlanc,  Jr. is
involved on a part time basis for his own account as an independent  oil and gas
producer.  Mr.  LeBlanc often permits  others to  participate  (i.e.,  acquire a
working  interest) in his oil and gas projects.  Mr. LeBlanc has  represented to
the Company that oil or natural gas  prospects  which he offers to third parties
for participation, and which Mr. LeBlanc, in his sole discretion, believes to be
appropriate for the Company, will be offered to us on terms no less favorable to
the Company than are  available to any third party.  Also,  oil and gas business
opportunities  generated  by others and made  available  to Mr.  LeBlanc for his
participation,  which  Mr.  LeBlanc,  in his  sole  discretion,  believes  to be
appropriate  for the Company,  will be made available to us on the same terms as
are  offered to Mr.  LeBlanc.  Mr.  LeBlanc may or may not  participate  in such
ventures  for his own  account.  We will  participate  in an oil or natural  gas
prospect  made  available  by Mr.  LeBlanc  only if a majority of the  Company's


                                       6
<PAGE>

directors,  other than Mr. LeBlanc,  approve the  investment.  Each of the other
directors is an immediate family member of Mr. LeBlanc and one another, and each
hold existing personal  interests in various aspects of the oil and gas business
and each intends to continue such activities on his or her own behalf.  However,
each of the directors has represented  that any business  opportunity in the oil
or  natural  gas  business  involving  property  located  within 50 miles of any
existing  property in which the Company  holds an interest will be first offered
to the Company before the director  pursues the  opportunity  for his or her own
benefit.

Limited Operating History.

We have a limited  operating  history upon which our prospects may be evaluated.
As a result of our brief  history,  the  financial  results  from the  Company's
historical  periods  are not  indicative  of  future  results.  There  can be no
assurance  that we will  experience  growth  of  revenue,  oil and  natural  gas
reserves or  production.  Any future growth of our oil and natural gas reserves,
production  and  operations  would place  significant  demands on the  Company's
financial, operational and administrative resources.

Volatility of Oil and Natural Gas Prices.

Our future revenue,  operating results,  profitability,  growth and the carrying
value  of any  oil  and  natural  gas  properties  we  acquire  or  develop  are
substantially  dependent  upon the prices  available  for oil and  natural  gas.
Historically,  the markets for oil and natural gas have been  volatile  and such
volatility  may  continue or recur in the  future.  Various  factors  beyond the
control of the Company will affect prices of oil and natural gas,  including the
worldwide  and  domestic  supplies  of oil and natural  gas,  the ability of the
members of the  Organization  of  Petroleum  Exporting  Counties to agree to and
maintain  oil price and  production  controls,  political  instability  or armed
conflict in oil or natural gas producing regions, the price and level of foreign
imports, the level of consumer demand, the price, availability and acceptance of
alternative  fuels, the availability of pipeline capacity,  weather  conditions,
domestic and foreign governmental regulations and taxes and the overall economic
environment.  Any  significant  decline in the price of oil or natural gas would
adversely affect the Company and could require  impairment in the carrying value
of any reserves, which the Company develops.

Substantial Capital Requirements.

Our  current  exploration  plans in the San Juan Basin  will  require us to make
substantial  capital   expenditures  in  connection  with  the  exploration  and
exploitation  of those crude oil  properties.  We believe that we will require a
combination of additional financing and cash flow from operations to continue to
implement  our  future  plans.  There can be no  assurance  that any  additional
financing  will be available to us on  acceptable  terms or at all.  Future cash
flows  and  the  availability  of  financing  will be  subject  to a  number  of
variables,  such as the level of production from any existing  wells,  prices of
oil and natural gas and our success in locating and producing  new reserves.  To
the extent that future financing requirements are satisfied through the issuance
of  equity  securities,  the  Company's  existing  shareholders  may  experience
dilution that could be  substantial.  Incurring debt financing could result in a
substantial portion of our operating cash flow being dedicated to the payment of
principal and interest on such indebtedness,  could render us more vulnerable to
competitive  pressures and economic  downturns and could impose  restrictions on
the Company's operations.  If revenue,  once established,  were to decrease as a
result of lower oil or natural gas prices,  decreased  production  or otherwise,
and we have no other capital sources available,  we could have a reduced ability


                                       7
<PAGE>

to execute our exploration or development plans, replace reserves, if any, or to
maintain  production  levels,  which could  result in decreased  production  and
revenue over time.

Drilling and Operating Risks.

Oil and natural gas drilling activities are subject to many risks, including the
risk that no commercially  productive reservoirs will be encountered.  There can
be no  assurance  that wells  drilled by the Company or in which we  participate
will be  productive  or that we will  recover all or any portion of our drilling
costs.  Drilling for oil and natural gas may involve  unprofitable  efforts, not
only from dry wells,  but also from wells that are productive but do not produce
sufficient net revenues to return a profit after  drilling,  operating and other
costs. The cost of drilling,  completing and operating wells is often uncertain.
Our drilling  operations  may be curtailed,  delayed or cancelled as a result of
numerous  factors,  many of which are beyond the  Company's  control,  including
economic  conditions,  title  problems,  water  shortages,  weather  conditions,
compliance with governmental and tribal  requirements and shortages or delays in
the delivery of equipment and services.  Our future drilling  activities may not
be successful  and, if  unsuccessful,  such failure may have a material  adverse
effect on the Company's  future results of operations and financial  conditions.
The  Company's  operations  are subject to hazards and risk inherent in drilling
for and producing and transporting  oil and natural gas, such as fires,  natural
disasters,   explosions,   encountering   formations  with  abnormal  pressures,
blowouts,  cratering,  pipeline ruptures and spills,  any of which can result in
the loss of hydrocarbons,  environmental  pollution,  personal injury claims and
other damage to  properties  of the Company and others.  As  protection  against
operating  hazards,  we intend to maintain  insurance coverage against some, but
not all, potential losses. We may elect to self-insure in circumstances in which
management believes that the cost of insurance, although available, is excessive
relative to the risks presented. The occurrence of an event that is not covered,
or not fully covered,  by third party  insurance  could have a material  adverse
effect on the Company's business, financial condition and results of operations.

Competition

The oil and gas industry is highly  competitive.  The Company's  competitors and
potential  competitors include major oil companies and independent  producers of
varying sizes of which are engaged in the  acquisition  of producing  properties
and  the  exploration  and  development  of  prospects.  Most  of the  Company's
competitors have greater financial,  personnel and other resources than does the
Company and  therefore  have a greater  leverage to use in acquiring  prospects,
hiring  personnel  and  marketing  oil and gas.  Accordingly,  a high  degree of
competition in these areas is expected to continue.

Governmental Regulation

The  production  and sale of oil and gas is  subject  to  regulation  by  state,
federal  and local  authorities.  In most areas there are  statutory  provisions
regulating  the  production  of oil and natural  gas under which  administrative
agencies  may  set  allowable  rates  of  production  and  promulgate  rules  in
connection  with the  operation  and  production  of such wells,  ascertain  and
determine  the  reasonable  market  demand of oil and gas, and adjust  allowable
rates with respect thereto.

The sale of liquid  hydrocarbons  was  subject to federal  regulation  under the
Energy Policy and Conservation Act of 1985 which amended various acts, including
the Emergency  Petroleum  Allocation Act of 1973. These regulations and controls
included mandatory restrictions upon the prices at which most domestic crude oil


                                       8
<PAGE>

and  various   petroleum   products  could  be  sold.  All  price  controls  and
restrictions on the sale of crude oil at the wellhead have been withdrawn. It is
possible,  however,  that such controls may be reimposed in the future but when,
if ever,  such  reimposition  might occur and the effect  thereof on the Company
cannot be predicted.

The sale of certain categories of natural gas in interstate  commerce is subject
to  regulation  under the Natural Gas Act and the Natural Gas Policy Act of 1978
("NGPA").  Under the NGPA,  a  comprehensive  set of  statutory  ceiling  prices
applies to all first sales of natural gas unless the gas is specifically  exempt
from regulation  (i.e.,  unless the gas is  "deregulated").  Administration  and
enforcement  of the NGPA ceiling prices are delegated to the FERC. In June 1986,
the FERC issued  Order No.  451,  which,  in  general,  is designed to provide a
higher  NGPA  ceiling  price for certain  vintages  of old gas. It is  possible,
though unlikely,  that the Company may in the future acquire significant amounts
of natural gas subject to NGPA price regulations and/or FERC Order No. 451.

The  Company's  operations  are subject to extensive  and  continually  changing
regulation  because  legislation  affecting  the oil and natural gas industry is
under  constant  review  for  amendment  and  expansion.  Many  departments  and
agencies,  both federal and state,  are  authorized by statute to issue and have
issued rules and regulations binding on the oil and natural gas industry and its
individual participants.  The failure to company with such rules and regulations
can result in large penalties.  The regulatory burden on this industry increases
the Company's cost of doing business and, therefore,  affects our profitability.
However, we do not believe that we are affected in a significantly different way
by these regulations than our competitors are affected.

Reserve Replacement Risk.

Our future success depends upon our ability to find,  develop or acquire oil and
natural gas reserves that are economically recoverable. Once established, proved
reserves of the Company  would  decline as reserves are depleted by  production,
except to the  extent  that we conduct  successful  exploration  or  development
activities,  enhanced oil recovery  activities or acquire properties  containing
proved reserves. In order to establish reserves and production, we must continue
our exploration-drilling  program or undertake other acquisition activities. The
Company's   strategic   plan  includes   increasing  our  reserve  base  through
exploratory drilling,  development and exploitation of our existing property and
acquiring other producing properties.  There can be no assurance,  however, that
the  Company's  planned  development  and  exploitation  projects will result in
significant additional reserves or that we will have success drilling productive
wells at anticipated finding and development costs.

Control by Existing Shareholders.

Currently, directors and executive officers beneficially own approximately 31.1%
of the Company's outstanding common stock, and six individual corporate entities
controlled  by certain  directors and officers of the Company  beneficially  own
approximately  63.2% of the  Company's  outstanding  common  stock  (See Item 11
below). Accordingly, these shareholders, as a group, will be able to control the
outcome of  shareholder  votes,  including  votes  concerning  the  election  of
directors,  the adoption or amendment of provisions in the Company's Articles of
Incorporation  or Bylaws  and the  approval  of  mergers  and other  significant
corporate  transactions.  These  factors may also have the effect of delaying or
preventing  a  change  in the  management  or  voting  control  of the  Company,
including  transactions  that otherwise  could involve payment of a premium over
prevailing market prices to holders of common stock.

                                       9
<PAGE>

Acquisition Risks.

We expect  that we may from  time to time  evaluate  and  acquire  interests  in
properties  in areas where  various  members of  management  have  experience or
knowledge which provide attractive investment  opportunities for the addition of
production  and reserves and that meet  selection  criteria  established  at the
time.  Successfully  acquiring producing properties or undeveloped acreage would
require an  assessment  of  recoverable  reserves,  future oil and  natural  gas
prices, operating costs, potential environmental and other liabilities and other
factors beyond the Company's control.  Such an assessment is necessarily inexact
and its accuracy is inherently uncertain. In connection with such an assessment,
we will perform a review of the subject  properties in a manner which management
believes to be  generally  consistent  with  industry  practices.  Such  review,
however, may not reveal all existing or potential problems,  nor would it permit
a buyer to become  sufficiently  familiar  with the  properties  to assess fully
their  deficiencies and capabilities.  Inspections may not be performed on every
well, and structural and environmental  problems are not necessarily  observable
even when an  inspection  is  undertaken.  We  generally  would expect to assume
pre-closing  liabilities,  including  environmental  liabilities  and  generally
acquire  interests in the  properties  on an "as is" basis.  With respect to our
expenditures to comply with existing environmental requirements, there can be no
assurance that any acquisitions will be successful. Any unsuccessful acquisition
could have a material adverse effect on the Company.

Marketing of Production

The price to be received  by the Company for any oil and natural gas  production
which may be  established on our  properties  will depend upon numerous  factors
beyond our control,  including  seasonality,  the  condition of the national and
international  economies,   the  availability  of  foreign  imports,   political
conditions  in  other  oil  and  natural  gas  producing   countries,   domestic
governmental regulations,  legislation and policies.  Decreases in the prices of
oil or natural  gas could have an  adverse  affect on the value of any  reserves
established by us and our cash flow from any production that may be established.
For December, 2001, the price paid by crude oil purchasers in the San Juan Basin
of New Mexico was approximately  $20.00 per barrel according to quotes published
by Giant  Industries.  Such prices could be higher or lower at the time that any
production from our exploratory activities is available for sale, depending upon
the above factors and other unforeseen circumstances.

Regulation of Oil and Natural Gas Production.

The Company's oil and natural gas exploration, production and related operations
are subject to extensive rules and regulations promulgated by federal, state and
local  authorities  and  agencies.   Failure  to  comply  with  such  rules  and
regulations can result in substantial  penalties.  The regulatory  burden on the
oil and natural gas industry  increases  our cost of doing  business and affects
our profitability. Although we believe we are in substantial compliance with all
applicable  laws  and  regulations,  because  such  rules  and  regulations  are
frequently amended or reinterpreted, we are unable to predict the future cost or
impact of complying with such laws.

The State of New Mexico and many  other  states  require  permits  for  drilling
operations,  drilling bonds and reports  concerning  operations and impose other
requirements  relating to the exploration and production of oil and natural gas.
Such states also have statutes or regulations  addressing  conservation matters,
including  provisions  for the  unitization  or pooling of oil and  natural  gas
properties, the establishment of maximum rates of production from wells, and the
regulation of spacing, plugging and abandonment of such wells.

                                       10
<PAGE>

Transportation and Sale of Oil and Natural Gas.

The Company can make sales of oil,  natural gas and  condensate at market prices
which are not subject to price  controls at this time. The price that we receive
from the  sale of  these  products  is  affected  by the  Company's  ability  to
transport  and  the  cost  of  transporting  these  products  to  market.  Under
applicable laws, the Federal Energy Regulatory Commission ("FERC") regulates:

          --   the construction of natural gas pipeline facilities, and
          --   the rates for  transportation  of these  products  in  interstate
               commerce

The  Company's  possible  future  sales  of  natural  gas  are  affected  by the
availability, terms and cost of pipeline transportation. The price and terms for
access to pipeline  transportation remain subject to extensive federal and state
regulation.  Several major regulatory  changes have been implemented by Congress
and the FERC from 1985 to the present.  These  changes  affect the  economics of
natural gas  production,  transportation  and sales.  In  addition,  the FERC is
continually proposing and implementing new rules and regulations affecting these
segments  of the  natural  gas  industry  that  remain  subject  to  the  FERC's
jurisdiction. The most notable of these are natural gas transmission companies.

The FERC's more recent  proposals may affect the  availability of  interruptible
transportation  service on  interstate  pipelines.  These  initiatives  may also
affect the intrastate transportation of gas in some cases. The stated purpose of
many of these  regulatory  changes s to promote  competition  among the  various
sectors of the natural gas industry.  These  initiatives  generally reflect more
light-handed  regulation of the natural gas industry. The ultimate impact of the
complex rules and regulations issued by the FERC since 1985 cannot be predicted.
In addition, some aspects of these regulatory developments have not become final
but are still  pending  judicial and FERC final  decisions.  The Company  cannot
predict what further  action the FERC will take on these matters.  However,  the
Company does not believe  that any action taken will affect it must  differently
than it will affect other natural gas  producers,  gatherers and marketers  with
which the Company might compete against.

Effective as of January 1, 1995, the FERC implemented  regulations  establishing
an indexing system for  transportation  rates for oil. These  regulations  could
increase the cost of  transporting  oil to the  purchaser.  The Company does not
believe that these  regulations  will affect it any  differently  than other oil
producers and marketers with which it competes.

Regulation  of Drilling and  Production.  The  Company's  proposed  drilling and
production  operations are subject to regulation under a wide range of state and
federal  statutes,  rules,  order and  regulations.  Among other matters,  these
statutes and regulations govern:

          --   the amounts and types of  substances  and  materials  that may be
               released into the environment,
          --   the discharge and disposition of waste materials,
          --   the reclamation and abandonment of wells and facility sites, and
          --   the remediation of contaminated sites,

         and require:

          --   permits for drilling operations,
          --   drilling bonds, and
          --   reports concerning operations

                                       11
<PAGE>

Environmental Regulations

The Company's  operations are affected by the various  state,  local and federal
environmental laws and regulations, including the:

          --   Clean Air Act,
          --   Oil Pollution Act of 1990,
          --   Federal Water Pollution Control Act,
          --   Resource Conservation and Recovery Act ("RCRA"),
          --   Toxic Substances Control Act, and

          --   Comprehensive Environmental Response,  Compensation and Liability
               Act ("CERCLA").

These  laws  and  regulations   govern  the  discharge  of  materials  into  the
environment  or the  disposal of waste  materials,  or  otherwise  relate to the
protection of the  environment.  In  particular,  the following  activities  are
subject to stringent environmental regulations:

          --   drilling,
          --   development and production operations,
          --   activities in connection with storage and  transportation  of oil
               and other liquid hydrocarbons, and
          --   use of facilities for treating,  processing or otherwise handling
               hydrocarbons and wastes.

Violations are subject to reporting  requirements,  civil penalties and criminal
sanctions. As with the industry generally,  compliance with existing regulations
increases  our overall cost of business.  The  increased  costs cannot be easily
determined. Such areas affected include:

          --   unit  production  expenses  primarily  related to the control and
               limitation of air emissions and the disposal of produced water,

          --   capital  costs  to  drill   exploration  and  development   wells
               resulting from expenses  primarily  related to the management and
               disposal  of  drilling  fluids  and  other  oil and  natural  gas
               exploration wastes, and

          --   capital  costs to construct,  maintain and upgrade  equipment and
               facilities  and remediate,  plug and abandon  inactive well sites
               and pits.

Environmental  regulations  historically have been subject to frequent change by
regulatory authorities.  Therefore, the Company is unable to predict the ongoing
cost of compliance  with these laws and regulations or the future impact of such
regulations  on its  operations.  However,  the Company  does not  believe  that
changes to these  regulations  will have a  significant  negative  effect on its
operations.

A discharge of hydrocarbons or hazardous  substances into the environment  could
subject  us to  substantial  expense,  including  both the cost to  comply  with
applicable  regulations  pertaining  to the clean up of  releases  of  hazardous
substances into the  environment and claims by neighboring  landowners and other
third  parties for  personal  injury and property  damage.  The Company does not
maintain  insurance  for  protection  against  certain  types  of  environmental
liabilities.

                                       12
<PAGE>

The Clean Air Act  requires or will require most  industrial  operations  in the
United  States  to incur  capital  expenditures  in  order to meet air  emission
control  standards  developed  by the  EPA  and  state  environmental  agencies.
Although no  assurances  can be given,  the Company  believes  the Clean Air Act
requirements will not have a material adverse effect on our financial  condition
or results of operations.

RCRA is the  principal  federal  statute  governing the  treatment,  storage and
disposal of hazardous wastes. RCRA imposes stringent operating requirements, and
liability for failure to meet such requirements, on a person who is either

          --   a "generator" or "transporter" of hazardous waste, or

          --   an "owner" or "operator" of a hazardous waste treatment,  storage
               or disposal facility

At present,  RCRA includes a statutory exemption that allows oil and natural gas
exploration and production wastes to be classified as non-hazardous  waste. As a
result, the Company will not be subject to many of RCRA's  requirements  because
its operations will probably generate minimal quantities of hazardous wastes.

CERCLA, also known as "Superfund", imposes liability, without regard to fault or
the legality of the original act, on certain classes of persons that contributed
to the release of a "hazardous  substance" into the  environment.  These persons
include:

          --   the "owner" or "operator" of the site where hazardous  substances
               have been released, and
          --   companies  that  disposed  or  arranged  for the  disposal of the
               hazardous substances found at the site.

CERCLA also authorizes the EPA and, in some  instances,  third parties to act in
response  to  threats  to the public  health or the  environment  and to seek to
recover  from the  responsible  classes of persons the costs they incur.  In the
course of our ordinary  operations,  the Company could  generate  waste that may
fall within CERCLA's  definition of a "hazardous  substance".  As a result,  the
Company may be liable under CERCLA or under analogous state laws for all or part
of the costs required to clean up sites at which such wastes have been disposed.

Under such law the Company could be required to:

          --   remove or remediate previously disposed wastes,  including wastes
               disposed of or released by prior owners or operators,
          --   clean   up   contaminated   property,    including   contaminated
               groundwater, or
          --   perform   remedial   plugging   operations   to  prevent   future
               contamination.

The  Company  could  also be  subject  to other  damage  claims by  governmental
authorities or third parties related to such contamination.

While the foregoing  regulations  appear  extensive,  the Company  believes that
because  it will  initially  be  drilling  and  operating  one oil or gas  well,
compliance  with the foregoing  regulations  will not have any material  adverse
effect  upon the  Company.  Further,  the  Company  believes  it will only spend
minimal amounts of money to comply  therewith in connection with its current two
prospects.

                                       13
<PAGE>

No Trading Market

There is no trading  market for the Company's  Common Stock at present and there
has been no trading market to date.  There is no assurance that a trading market
will ever develop or, if such a market does develop, that it will continue.

Penny Stock Rule

The Securities and Exchange  Commission has adopted Rule l5g-9 which establishes
the definition of a "penny stock," for purposes relevant to the Company,  as any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions.  For any transaction involving a penny stock, unless exempt,
the rules require:  (i) that a broker or dealer  approve a person's  account for
transactions  in penny  stocks  and (ii) the broker or dealer  receive  from the
investor a written agreement to the transaction,  setting forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stocks,  the broker or dealer must (i) obtain
financial  information  and investment  experience and objectives of the person;
and (ii) make a reasonable  determination  that the transactions in penny stocks
are  suitable  for that  person and that  person has  sufficient  knowledge  and
experience  in  financial  matters  to be  capable  of  evaluating  the risks of
transactions in penny stocks.  The broker or dealer must also deliver,  prior to
any  transaction  in a  penny  stock,  a  disclosure  schedule  prepared  by the
Commission  relating to the penny stock market,  which,  in highlight  form, (i)
sets  forth  the  basis on which  the  broker  or  dealer  made the  suitability
determination  and (ii) that the  broker or dealer  received  a signed,  written
agreement from the investor prior to the transaction.  Disclosure also has to be
made about the risks of investing in penny stocks in both public  offerings  and
in secondary  trading,  and about commissions  payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and  remedies  available  to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements have to be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

Going Concern Qualification

The  report  of our  auditors  includes  a  going  concern  qualification  which
indicates an absence of obvious or reasonably  assured sources of future funding
that will be required by us to maintain ongoing  operations.  While we intend to
undertake fund raising efforts in the form of a private  placement of our common
stock, there is no guarantee that our efforts will be able to attract additional
necessary equity investors.  If we are unable to obtain this additional funding,
we may not be able to  continue  operations.  Additionally,  we have a net worth
deficit as of our latest balance sheet date. This deficit indicates that we will
be unable to meet our future  obligations  unless additional funding sources are
obtained.  To date we have been able to obtain funding in the form of loans from
our President,  Gordon M. LeBlanc,  Jr. and meet our obligations in a reasonably
timely manner.  However,  if in the future we are unsuccessful in attracting new
sources of funding, then we will be unable to continue in business.

ITEM 2. DESCRIPTION OF PROPERTY.

                               Leasehold Interests

The Company currently owns an undivided 37.5% working leasehold  interest in two
exploratory  prospects  located in Sandoval  County,  New Mexico in the San Juan
Basin, near Cuba, New Mexico. The prospects,  commonly referred to as the "Right
Angle" and "Johnson Anticline",  respectively,  total approximately 1,920 acres,


                                       14
<PAGE>

and  were  acquired  pursuant  to two (2)  separate  Assignments  of Oil and Gas
Working Interest dated November 29, 2001 from Gordon M. LeBlanc,  Jr. to LeBlanc
Petroleum,  Incorporated.  The initial exploratory well shall be the Right Angle
Federal #1. We  anticipate  drilling to commence on this well in late  September
2002, upon the completion of a 3D geologicalseismic  study. We have the right to
acquire  from  the  joint  operator  satisfactory  title to the  balance  of the
interest  in the Right  Angle and Johnson  Anticline  prospects  where the joint
owner holds an interest in accordance with standards  generally  accepted in the
oil and natural gas industry.

We  project  that as many as 12 wells may be  drilled  over the next 18  months,
subject to our initial  drilling  success,  crude oil prices and availability of
capital.  Until and unless  such wells are drilled  and  completed  as crude oil
producers, of which there can be no assurance, we will have no production and no
oil reserves attributable to the Right Angle and Johnson Anticline leaseholds.

The Company also owns an undivided 24.5% working leasehold interest in 5 natural
gas wells in the Dixie  Field of Caddo  Parish,  Louisiana.  This  interest  was
acquired on November 26, 2001 pursuant to a Partial Assignment of even date from
KMA Exploration,  Inc. to LeBlanc Petroleum,  Incorporated.  The wells produce 7
mcf per day from the Nacatoch  formation from  approximately 900 feet. The price
of natural  gas per mcf as of  December  31,  2001 was $1.80  according  to U.S.
Intrastate Gas Pipeline Report.

The Company's  properties will be subject to customary royalty interests,  liens
incident to  operating  agreements,  liens for current  taxes and other  burdens
which we believe do not materially interfere with the use of or affect the value
of such properties.

                                Office Facilities

The Company  currently  shares  executive  office  space with its  Chairman  and
President,  Gordon  M.  LeBlanc,  Jr.,  at no cost to the  Company  at 5527 East
Camelback Road,  Phoenix,  Arizona 85018. At such time that revenues permit, the
Company  intends  to  obtain  separate  office  space  in the  Phoenix,  Arizona
metropolitan area.


ITEM 3. LEGAL PROCEEDINGS.

We were not a party to any legal proceedings during the reporting period, and we
know of no legal proceedings  pending or threatened or judgments entered against
any director or officer of the Company in his or her capacity as such.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On December 1, 2001, shareholders representing one hundred percent (100%) of the
Company's  outstanding shares of common stock voted by unanimous written consent
to approve Articles of Merger with LeBlanc  Petroleum,  Incorporated,  a private
Arizona  corporation,  providing  that the Company issue one share of its common
stock  in  exchange  for  each  common  share  of  LeBlanc  stock  owned  by the
shareholders of LeBlanc.  Therefore, all of the 9,000,000 issued and outstanding
shares of LeBlanc were  acquired by the Company for  9,000,000  shares of common
stock  of the  Company.  The  terms of the  merger,  including  the  one-for-one
exchange of shares between the Company and the LeBlanc  shareholders,  took into
account the existing  assets and expertise of LeBlanc's  management and were the
result of  arms'-length  negotiations  between  the  Company  and the  principal
shareholders and executive management of LeBlanc.


                                       15
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                           Principal Market or Markets

We are a  development  stage  company that is still in the  beginning  stages of
implementing  our business  plan. Our common stock is not listed on any exchange
and there is no public trading  market for the common stock,  and there has been
no market.

                   Approximate Number of Common Stock Holders

As of December 31, 2001,  we had 9,500,000  shares of common stock  outstanding,
held by approximately 62 shareholders.

                                 Dividend Policy

We have never declared or paid cash dividends on our common stock and anticipate
that future earnings, if any, will be retained for development of our business.

                     Recent Sales of Unregistered Securities

On June 20, 2001, we issued  2,350,000  shares of our common stock to William D.
O'Neal, our former President and Director, for legal services rendered to us and
costs  advanced in the  formation  of the Company.  On June 20, 2001,  we issued
2,350,000  shares of our common stock to Stephen F. Burg,  our former  Secretary
and Director,  in  consideration of business and financial  consulting  services
rendered to us and costs advanced in the formation of the Company.  In addition,
on June 20,  2001,  we issued  300,000  shares of our common  stock to  business
associates  and certain  family members of Mr. O'Neal and Mr. Burg at a price of
0.01 per share at a total value of $3,000.00 to the Company.

On December 1, 2001,  pursuant to the Articles of Merger between the Company and
LeBlanc,  we issued  9,000,000 shares of our common stock to the shareholders of
LeBlanc in exchange for  9,000,000  shares of the common stock of LeBlanc.  Both
the Company's shareholders and LeBlanc's shareholders  unanimously approved this
transaction by written consent in accordance with Nevada law.

On  December 1, 2001,  William D.  O'Neal and  Stephen F. Burg each  surrendered
2,250,000 shares of the Company's common stock to the Company upon the terms and
conditions set forth in Item 12 below.

The foregoing shares were issued in private  transactions or private  placements
intending to meet the requirements of one or more exemptions from  registration.
In addition to any noted  exemption  below,  we relied upon  Section 4(2) of the
Securities  Act of 1933,  as amended  ("Act"),  given the  transactions  did not
involve public  solicitation  or advertising,  and the securities  issued bore a
restricted  legend  thereon as "restricted  securities."  As to the Section 4(2)
transactions,  we relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended.   The  investors  were  not  solicited  through  any  form  of  general
solicitation or advertising,  the transactions being non-public  offerings,  and
the sales were conducted in private  transactions where the investor  identified
an investment intent as to the transaction without a view to an immediate resale
of the  securities;  the shares were  "restricted  securities" in that they were
both  legended with  reference to Rule 144 as such and the investors  identified
they were  sophisticated  as to the  investment  decision  and in most  cases we
reasonably  believed the investors were  "accredited  investors" as such term is
defined under Regulation D based upon statements and information  supplied to us


                                       16
<PAGE>

in writing and verbally in connection with the  transactions.  We never utilized
an  underwriter  for an offering of our  securities.  Other than the  securities
mentioned above, we have not issued or sold any securities.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                                Plan of Operation

The Company was  incorporated  in the State of Nevada on June 20, 2001,  and has
not  generated  any  significant  revenues in the last fiscal  year.  We plan to
generate future revenue through our leasehold  participation  in the Dixie Field
gas  prospect,  drilling  with others in the San Juan Basin of New  Mexico,  and
through the acquisition of additional oil and gas prospects.

The Company  initially  plans to identify up to 12 drilling  locations for crude
oil at the Right Angle and  Johnson  Anticline  locations  in the San Juan Basin
that bear consistent analytical data using 3-D Seismic and AVO technologies. Our
participation  is a 37.5%  working  interest  based  upon the  ownership  of our
leasehold  interests  in  these  prospects.  We  anticipate  generating  initial
revenues from these prospects in the second  calendar  quarter of 2002. The cost
to the  Company to drill a single dry hole is  expected  to be  approximately  a
minimum of $134,000.00. The estimated annual cost for general and administrative
expenses  of the  Company  is  anticipated  to be  approximately  a  minimum  of
$350,000.00 and other capital costs associated with the existing  properties may
approximate  $200,000.00.  At December 31, 2001,  the Company had  approximately
$124 in cash.

The Company's anticipated share of the additional costs to complete a successful
crude oil well in the San Juan Basin would be approximately  $36,000.00.  From a
successful well the Company  anticipates  net monthly  revenue of  approximately
$44,100.00  based upon  expected  average  monthly  gross oil  production of 245
barrels of oil per day, at a price of $20.00 per barrel of oil. This estimate is
based upon the average daily  production rate for similar wells in the immediate
area as  published by the State of Mexico Oil and Gas  Commission.  Direct costs
for drilling and completing a successful well may be recovered in  approximately
4 months. If a drilled well is successful,  after payment of the Company's share
of completion expenses,  we would expect to be able to drill 11 subsequent wells
using the proceeds from production of the successful well  approximately 90 days
after it began producing,  assuming  anticipated rates of production and current
crude oil prices.

The expected  producing  life of wells in the area is  anticipated to be 5 to 15
years.

              Results of Operation for Year Ended December 31, 2001

During 2001, our initial year of operation,  the Company had revenue of $222 and
minimal  expenses  relating  to the  formation  of the  Company.  We limited our
activities to seeking a merger partner that would add value to the Company.  The
Company was  successful  in  identifying  such a merger  partner,  LeBlanc,  and
consummated a successful merger with LeBlanc on December 1, 2001.

                         Liquidity and Capital Resources

At December 31, 2001,  the  Company's  total assets of $122,999 were exceeded by
current  liabilities  of $200,204.  We have current assets of $124 and a deficit
working  capital.  The net  proceeds  from  private  placements  received by the
Company during 2001 were  $3,000.00 for 300,000 shares of our common stock.  The
proceeds were utilized to pay audit fees of  $1,500.00,  transfer  agent fees of


                                       17
<PAGE>

approximately  $750.00  and  miscellaneous  filing fees  totaling  approximately
$500.00

We believe that  additional  working  capital in the amount of $500,000.00  will
need to be raised in the form of debt,  equity or some other  financing  to meet
our anticipated cash needs for at least the next 12 months.  Thereafter, if cash
generated  from  anticipated  producing  wells is  insufficient  to satisfy  the
Company's  capital needs, we expect that we will require  additional  capital in
the future for funding  working  capital and drilling  operations in the form of
equity, debt or other financing.  The Company's general and administrative costs
over the next 12 months will be funded by Gordon M. LeBlanc,  Jr. as an interest
free unsecured loan on an "as-needed" basis to be paid back in full on or before
December 31, 2003. If the Company is unsuccessful in raising  additional capital
beyond this 12 month  period,  the Company may be required to cease  operations.
Other than the commitment from Mr.  LeBlanc,  we have no commitments in place to
provide  additional  capital.  In the event  financing  is needed in the future,
there can be no assurance  that it will be available to the Company in an amount
and on terms acceptable to us.

ITEM 7. FINANCIAL STATEMENTS.

We are filing reports,  financial  statements and notes to financial  statements
with this annual report. These reports may be found in Part IV of this report.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

We have had no  disagreement  with,  resignation  or dismissal of, our principal
independent  accountant.  Our  principal  accountant  since  inception  has been
Shelley Int'l, CPA.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS. PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a)

The following  table sets forth the names and ages of the current  directors and
executive officers of the Company;  the principal offices and positions with the
Company  held by each  person  and the date such  person  became a  director  or
executive  officer of the Company.  Each serves until the next annual meeting of
the stockholders.

Names of Executive                                           Date of
Officers and Directors    Age     Position                   Appointment
Gordon M. LeBlanc, Jr.     50    Director/President          December 1, 2001
Marilyn Kay LeBlanc        47    Director/Secretary          December 1, 2001
Katie O. LeBlanc           27    Director                    December 1, 2001
G. Maurice LeBlanc III     25    Director/Vice President     December 1, 2001
Annie L. LeBlanc           23    Director                    December 1, 2001

Gordon M. LeBlanc,  Jr., 50, President,  CEO, Chairman of the Board. Mr. LeBlanc
has been a  self-employed  oil and gas  operator  (LeBlanc  Oil) and  geological
consultant  in Louisiana,  Arizona,  New Mexico and  Australia  since 1982.  Mr.
LeBlanc  majored in Petroleum  Geology at Centenary  College of  Louisiana.  Mr.
LeBlanc's family represents four generations of oil and gas operators,  pipeline
management,  drilling  operations and a three term member of the Louisiana State
Mineral Board. Mr. LeBlanc formed LeBlanc  Petroleum,  Incorporated in 2001. Mr.
LeBlanc intends to dedicate approximately 95% of his time to the business of the
Company.  Subject  to  re-election,  Mr.  LeBlanc  serves a  one-year  term as a
director of the Company.

                                       18
<PAGE>

Marilyn Kay LeBlanc, 47, Secretary, Director. Mrs. LeBlanc is the wife of Gordon
M.  LeBlanc,  Jr.,  and  has  been  involved  in the  management  of oil and gas
operations  since 1982.  Mrs.  LeBlanc will be  responsible  for  maintenance of
corporate records and coordinating with the Company's legal counsel and auditing
firm with respect to SEC filings.  Mrs. LeBlanc majored in Elementary  Education
at  Northeast   Louisiana   University.   Mrs.   LeBlanc   intends  to  dedicate
approximately  100% of her  time to the  business  of the  Company.  Subject  to
re-election, Mrs. LeBlanc serves a one-year term as a director of the Company.

Katie O. LeBlanc,  27,  Director.  Ms.  LeBlanc is the daughter of Gordon M. and
Marilyn Kay LeBlanc,  and has been  involved in Phase 1  archaeological  studies
Arizona for LeBlanc Oil since 1996.  Ms. LeBlanc will continue to be involved in
archaeological studies of the Company's Southwest U.S. leasehold,  and expanding
into the platting of seismic studies.  Ms. LeBlanc  graduated from Arizona State
University in 1997 with a Bachelor Degree in  Anthropology.  Ms. LeBlanc intends
to  dedicate  approximately  50% of her  time to the  business  of the  Company.
Subject to re-election,  Ms. LeBlanc serves a one-year term as a director of the
Company.

G. Maurice LeBlanc III, 25,Vice  President of Field  Operations,  Director.  Mr.
LeBlanc  is the son of Gordon M. and  Marilyn  Kay  LeBlanc,  and has  worked in
oilfield  operations since 1992 for LeBlanc Oil. Mr. LeBlanc began his career as
a "hot shot" driver at age 15. He thereafter worked as a rig roustabout, as well
as  in  pipeline  installation,   field  equipment   maintenance,   pumper,  log
interpretation  and well  completion  and plugging  operations.  Mr.  LeBlanc is
responsible for LeBlanc  Petroleum field  operations in New Mexico,  Arizona and
Louisiana. Mr. LeBlanc intends to dedicate approximately 100% of his time to the
business of the Company.  Subject to re-election,  Mr. LeBlanc serves a one-year
term as a director of the Company.

Annie L. LeBlanc,  23,  Director.  Ms.  LeBlanc is the daughter of Gordon M. and
Marilyn Kay LeBlanc,  and has worked in state oil and gas compliance for LeBlanc
Oil  since  1997.  Ms.  LeBlanc  will  continue  to work in  state  and  federal
compliance for the Company's oil and gas  production.  Ms. LeBlanc will graduate
from Arizona State  University  with a Bachelor of Science degree in the fall of
2002.  Ms.  LeBlanc  intends to  dedicate  approximately  50% of her time to the
business of the Company.  Subject to re-election,  Ms. LeBlanc serves a one-year
term as a director of the Company.

      Compliance with Section 16(a) of the Securities Exchange Act of 1934

Based solely on a review of the Forms 3 and 4 and amendments  thereto  furnished
to the Company  during our most recent fiscal year,  and Forms 5 and  amendments
thereto  furnished to the Company  with respect to our most recent  fiscal year,
and  certain  written  representations,  no persons  who were either an officer,
director or  beneficial  owner of more than 10% of the  Company's  common  stock
failed to timely file  reports  required by Section  16(a) of the  Exchange  Act
during its most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain  information  concerning the compensation
paid by the Company for services  rendered in all capacities to the Company from
the date of our  inception  on June 20,  2001,  through  the  fiscal  year ended
December 31, 2001, of all officers and directors of the Company.

                                       19
<PAGE>

                                                                      Securities
Name and Principal                                                    Underlying
Positions at 12/31/01         Salary      Bonus      Compensation      Options

Gordon M. LeBlanc, Jr.,       - 0 -       - 0 -        - 0 -            - 0 -
Director/President
5527 E. Camelback Rd.
Phoenix, AZ 85018

Marilyn Kay LeBlanc           - 0 -       - 0 -        - 0 -            - 0 -
Director/Secretary
5527 E. Camelback Rd.
Phoenix, AZ 85018

Katie O. LeBlanc              - 0 -       - 0 -        - 0 -            - 0 -
Director
5527 E. Camelback Rd.
Phoenix, AZ 85018

G. Maurice LeBlanc III        - 0 -       - 0 -        - 0 -            - 0 -
Director
5527 E. Camelback Rd.
Phoenix, AZ 85018

Annie L. LeBlanc              - 0 -       - 0 -        - 0 -            - 0 -
Director
5527 E. Camelback Rd.
Phoenix, AZ 85018

William D. O'Neal             - 0 -       - 0 -         $2,000(1)       - 0 -
Former President/Director
4213 N. Tabor St.
Mesa, AZ 85215

Stephen F. Burg               - 0 -       - 0 -         $2,000(2)       - 0 -
Former Secretary/Director
3257      Winged Foot Dr.
Fairfield, CA 94533

(1)  Includes 2,350,000 shares issued at a value of $2,000 for legal services in
     connection with the organization and formation of the Company.

(2)  Includes  2,350,000  shares  issued at a value of $2,000 for  business  and
     financial  consulting  services in  connection  with the  organization  and
     formation of the Company

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following  table sets forth,  as of December 31, 2001,  certain  information
with  respect  to the  beneficial  ownership  of our  common  stock  by (i) each
director and officer of the Company, (ii) each person known to the Company to be
the beneficial  owner of 5% or more of the  outstanding  shares of common stock,
with such  person's  address,  and (iii) all of the  directors and officers as a
group. Unless otherwise  indicated,  the person or entity listed in the table is
the beneficial owner of the shares and has sole voting and investment power with
respect to the shares indicated.

                                       20
<PAGE>

Name of Beneficial Owner       Shares Beneficially                     Type of
or Name of Officer or Director       Owned           Percent           Ownership
Gordon M. LeBlanc, Jr.               200,000            2.0             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Marilyn Kay LeBlanc                  200,000            2.0             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018


Annie B. Malone                      750,000            7.9             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

G. Maurice LeBlanc III               600,000            6.3             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Katie O. LeBlanc                     600,000            6.3             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Annie L. LeBlanc                     600,000            6.3             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Little Fork & Trees, LLC           1,000,000           10.5             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Twelve Mile Bayou, LLC             1,000,000           10.5             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

LeBlanc Oil, Incorporated          1,000,000           10.5             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Alsace Investment Group, LLC       1,000,000           10.5             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

West Carroll Investments, LLC      1,000,000           10.5             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018

Elm Street Films, Inc.            1,000,000            10.5             Direct
5527 E. Camelback Rd.
Phoenix, AZ 85018
--------------------------------------------------------------------------------
All officers and directors         2,950,000           31.1              Direct
beneficial owners                  6,000,000           63.2              Direct

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

On  December  1, 2001,  we redeemed  2,250,000  shares of our common  stock from
William D. O'Neal, the former President and Director of the Company, in exchange
for $5,000 in cash and a  promissory  note made by us in favor of Mr.  O'Neal in


                                       21
<PAGE>

the original  principal amount of $70,000.00.  The note is non-interest  bearing
and requires  seven (7)  consecutive  monthly  payments of $10,000.00 per month,
commencing  on  January  1, 2002 and on the first day of each  month  thereafter
until paid in full. The note is secured by a stock pledge agreement of even date
that provides Mr. O'Neal with,  among other things,  the right to foreclose upon
the shares  redeemed in the event of a default by us which is not timely  cured.
On  December  1, 2001,  we redeemed  2,250,000  shares of our common  stock from
Stephen F. Burg,  the former  Secretary  and Director of the  Company,  upon the
identical terms as with Mr. O'Neal.  As of December 31, 2001, we were current on
these obligations.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit No.    Description and Method of Filing
-------------- ----------------------------------------

3.1            Articles of  Incorporation of JBO, Inc., as filed with the Nevada
               Secretary of State on June 20, 2001. (1)

3.2            Bylaws of JBO, Inc. adopted June 20, 2001. (1)

3.3            Articles and Plan of Merger, as filed with the Nevada Secretary
               of State on December 7, 2001, and effective December 1, 2001. (2)

3.4            Amendment  to Articles of  Incorporation  of JBO,  Inc., as filed
               with the Nevada Secretary of State on December 12, 2001. (2)

3.5            Promissory Note (O'Neal)

3.6            Stock Pledge Agreement (O'Neal)

3.7            Promissory Note (Burg)

3.8            Stock Pledge Agreement (Burg)

3.9            Partial Assignment (Dixie Fields)

3.10           Assignment of Oil and Gas Working Interest (Right Angle)

3.11           Assignment of Oil and Gas Working Interest (Johnson Anticline)
________________________________________________________________________
(1) Incorporated by reference to Form 10SBG12 filed July 16, 2001.

(2) Incorporated by reference to Amended Form 8-K filed on March 22, 2002.


                                       22
<PAGE>


                                     PART IV

                                   FINANCIALS

                            LeBlanc Petroleum, Inc.
                                 Balance Sheet
                 as of December 31, 2001 and November 23, 2001




                                     Assets
<table>
<caption>

                                             December 31,     November 23,
                                                 2001            2001
<S>                                              <C>             <C>
Cash                                        $         124  $             -
                                            ------------------------------
      Total Current Assets                            124                -
                                            ------------------------------

Oil and Gas Properties, using
      successful efforts accounting

      Proved Properties                            20,000
      Unproved Properties                         102,963

      Accumulated Depreciation,
      depletion, amortization and/or
      impairment                                      (88)
                                            ------------------------------

      Net Oil and Gas Properties                  122,875                0
                                            ------------------------------

Other Assets                                            0                0
                                            ------------------------------

      Total Assets                          $     122,999  $             -
                                            ==============================

</table>

                                       F-4
        The accompanying notes are an integral part of these statements

                                       23
<PAGE>

                             LeBlanc Petroleum, Inc.
                                 Balance Sheet
                 as of December 31, 2001 and November 23, 2001

<table>
<caption>

                                   Liabilities

<S>                                                <C>             <C>
Exploration Advances                        $       1,462  $             -
Production Expense Advances                           242
Due to Officer                                     58,500
Recapitalization Payable                          140,000
                                            ------------------------------

      Total Current Liabilities                   200,204                0
                                            ------------------------------

Commitments and Contingencies

                                   Stockholders' Equity

Common Stock, authorized shares
      outstanding shares December 31,
      2001 9,000,000 November 23, 2001
      no shares                                     9,500                0

Additional Paid in Capital                         64,535                0

Retained Earnings (Loss)                         (151,240)               0
                                            ------------------------------

      Total Stockholders' Equity                  (77,205)               0
                                            ------------------------------

      Total Liabilities and Stockholders'
      Equity                                $     122,999 $              -
                                            ==============================

</table>



                                       F-5
        The accompanying notes are an integral part of these statements


                                       24
<PAGE>

                            LeBlanc Petroleum, Inc.
                            Statement of Operatioons
 for the period from November 23, 2001 to December 31, 2001 and the period from
             November 23, 2001 (Inception) to December 31, 2001
<table>
<caption>

                                           for the period   for the period
                                             November 23,    November 23,
                                                2001 to   2001 (inception)
                                             December 31,   to December 31,
                                                  2001           2001
                                           -------------------------------
<S>                                               <C>           <C>
Revenues
      Oil and Gas Sales                     $         222  $           222
                                           -------------------------------

      Total Revenue
                                                      222              222
                                           -------------------------------

Expenses
      Production Expenses                             463              463
      Depreciation, Depletion and or
      Amortization                                     88               88
      Organizational and Recapitalization
      Expenses                                    150,411          150,411
      General and Adminiatrative Expenses             500              500
                                           -------------------------------

       Total Expenses                             151,462          151,462
                                           -------------------------------

Income before Provision for Income Taxes         (151,240)        (151,240)

Provision for Income Taxes                              0                0
                                           -------------------------------

Income (Loss)                               $    (151,240) $      (151,240)
                                           ===============================

Primary and Diluted Earnings per Share              (0.02)           (0.02)
                                           -------------------------------

Weighted Average Number of Common
      Shares Outstanding                        9,434,211        9,434,211
                                           -------------------------------
</table>


                                      F-6
        The accompanying notes are an integral part of these statements

                                       25
<PAGE>

                             LeBlanc Petroleum, Inc.
                        Statement of Stockholders' Equity
               November 23, 2001 (Inception) to December 31, 2001
<table>
<caption>


                                               Common Stock            Additiona    Accumulated       Total
                                             Shares       Amount        Paid in       Deficit        Equity
                                                                        Capital
<S>                                               <C>         <C>          <C>          <C>           <C>

Initial Capitalization, November 23, 2001    9,000,000  $   9,000    $    65,000  $         -  $     74,000

                                               500,000
Reverse Merger with JBO                                       500           (465)                        35

Deficit for year                                                                     (151,240)     (151,240)
                                        -------------------------------------------------------------------------

Balance, December 31, 2001                   9,500,000  $    9,500  $     64,535     (151,240) $    (77,205)
                                        =========================================================================

</table>


        The accompanying notes are an integral part of these statements
                                       F-7


                                       26
<PAGE>


                             LeBlanc Petroleum, Inc.
                             Statement of Cash Flows
           for the period from November 23, 2001 to December 31, 2001
        and the period November 23, 2001 (Inception) to December 31, 2001
<table>
<caption>

                                                              November 23,      November 23,
                                                                 2001 to      2001 (inception)
                                                              December 31,    to December 31,
                                                                  2001              2001
                                                         --------------------------------------
<S>                                                            <C>                 <C>
Cash flows from operating activities

Net Income (Loss)                                         $       (151,240)   $      (151,240)

Adjustments to reconcile net income
      to operating cash flow

      Amortization                                                      88                 88
      Increase in Recapitalization Payable                         140,000            140,000
      Increase in Officer Payable                                   58,500             58,500
      Increase in advances on exploration                            1,462              1,462
      Increase in advances on production expenses                      242                242
                                                         ------------------------------------

Net cash provided by operations                                   49,052            49,052
                                                         ------------------------------------

Cash flows from investing activities

      Purchase of producing wells                                   20,000             20,000
      Purchase of lease property                                    64,000             64,000
      Purchase of working interest                                  37,500             37,500
      Exploration costs of working interest                          1,463              1,463
                                                         ------------------------------------

Net cash used for investing activities
                                                                   122,963            122,963
                                                         --------------------------------------

Cash flows from financing activities

      Initial capitalization                                        74,000             74,000
      Ierger with JBO, Inc.                                             35                 35
                                                         ------------------------------------

Net cash provided by financing activities                           74,035             74,035
                                                         ------------------------------------

Net change in cash and cash equivalents                                124                124
Cash and cash equivalents at the beginning of periods                    0                  0
                                                         --------------------------------------

Cash and cash equivalents at the end of period             $           124    $           124
                                                         ======================================

Supplemental disclosure of cash flow information

      Cash paid during period for income taxes                          $0                 $0
      Cash paid during period for interest                              $0                 $0

</table>

        The accompanying notes are an integral part of these statements

                                   F-8


                                       27
<PAGE>



                        LEBLANC PETROLEUM, I NCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
                         (an exploratory stage company)


NOTE 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

LeBlanc Petroleum, Incorporated (LPI Arizona) was formed on November 23, 2001 in
the State of Arizona.  On December 1, 2001,  LPI merged into JBO,  Inc. a Nevada
Corporation.  JBO, Inc. was the surviving  entity,  and  thereafter  amended its
Articles of Incorporation to change its name to LeBlanc Petroleum,  Incorporated
(the  "Company").  See  merger  note for more  details.  The  Company is engaged
primarily in the acquisition,  development, production, exploration for, and the
sale of oil and gas.  The Company  sells its oil and gas  products  primarily to
domestic  pipelines and refineries.  The Company is beginning to develop its New
Mexico property and should be considered an exploratory stage company.

Basis of Presentation

The accompanying  statements have been prepared following  accounting  standards
generally  accepted in the United States of America.  The  statements  have been
prepared  assuming  that  the  Company  will  continue  as a going  concern.  As
reflected in the  accompanying  financial  statements,  the Company had negative
cash flow from operations and incurred a net loss since inception. The financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of recorded asset amounts or the amounts and  classification  of
liabilities  that might be  necessary  should  the  Company be unable to achieve
sufficient cash flow from operations or secure adequate future  financing and be
therefore unable to continue as a going concern.

In the  opinion of  management,  the  accompanying  balance  sheets and  related
interim statements of income,  cash flows, and stockholders'  equity include all
adjustments  necessary  for their  fair  presentation  in  conformity  with U.S.
generally  accepted  accounting   principles.   Preparing  financial  statements
requires  management to make estimates and assumptions  that affect the reported
amounts of assets, liabilities, revenue, and expenses. Actual results may differ
from these estimates.  Interim results are not necessarily indicative of results
for a full year. The information  included in this Form 10-QSB should be read in
conjunction with Management's  Discussion and Analysis and financial  statements
and notes thereto included in the Company's 2001 Form 10-K.

Revenue Recognition

The Company recognizes revenue when the oil or gas is sold to an outside party.

Advertising

Advertising  and marketing costs are expensed as incurred.  Advertising  expense
totaled $0 for the period ended December 31, 2001.

Equipment

Equipment will be depreciated using the straight-line  method over its estimated
useful  lives  according  to industry  standards  applicable  in the oil and gas
industry. Currently the Company has no equipment.

                                       28
<PAGE>

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Earnings per Share

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) 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  as of the  first of the  year for any  potentially
dilutive debt or equity.

The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.

The  Company  has no options,  warrants,  convertible  debt or any other form of
security other than common stock.

Stock Based Compensation to Employees and Directors

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based  Compensation.  In this statement stock
based  compensation  to  employees  and  directors  is divided  into two general
categories,  namely  compensatory and  non-compensatory.  With  non-compensatory
compensation  no security  value is booked until the stock is actually paid for.
With compensatory  compensation the Company may select between two methods,  the
fair value or the intrinsic value methods. The Company has selected to value all
securities  based  compensation  to employees  and  directors at its fair value,
which is the preferred method.

Securities Based Compensation to Non-Employees

SFAS 123 provides that securities  based  compensation  paid to non employees be
recorded with a value which is based upon the fair value of the stock given.

Oil and Gas Properties

The Company uses the  successful  efforts  method of accounting  for oil and gas
producing  activities.  Costs  to  acquire  mineral  interests  in oil  and  gas
properties,  to drill and equip exploratory wells that find proved reserves, and
to drill and equip development wells are capitalized. Costs to drill exploratory
wells that do not find proved  reserves,  geological and  geophysical  costs and
costs or carrying and retaining unproved properties are expensed.

Unproved  oil  and  gas  properties  that  are   individually   significant  are
periodically  assessed for impairment of value,  and a loss is recognized at the
time  of  impairment  by  providing  an  impairment  allowance.  Other  unproved


                                       29
<PAGE>

properties  are  amortized  based  on the  Company's  experience  of  successful
drilling and average holding period.  Capitalized costs of producing oil and gas
properties,  after considering estimated dismantlement and abandonment costs and
estimated salvage values, are depreciated and depleted by the unit-of-production
method.  Support equipment and other property and equipment are depreciated over
their useful lives.

On the sale or retirement of a complete unit of a proved property,  the cost and
related  accumulated  depreciation,  depletion,  and amortization are eliminated
from the property accounts, and the resultant gain or loss is recognized. On the
retirement or sale of a partial unit of proved property,  the cost is charged to
accumulated  depreciation,  depletion, and amortization with a resulting gain or
loss recognized in income.

On the sale of an  entire  interest  in an  unproved  property  for cash or cash
equivalent,  gain or loss on the sale is recognized,  taking into  consideration
the  amount  of any  recorded  impairment  if the  property  had  been  assessed
individually.  If a partial interest in an unproved property is sold, the amount
received is treated as a reduction of the costs of the interest retained.

NOTE 2. MERGER

On December 2, 2001 Leblanc  Petroleum,  Incorporated (the Arizona  corporation)
merged with the Nevada  corporation  JBO,  Inc.  JBO,  Inc.  had no  operations,
5,000,000  shares of common stock  outstanding and could be considered a "shell"
company.  JBO,  Inc.  issued an additional  9,000,000  shares of common stock in
exchange for all of Leblanc  Petroleum,  Incorporated  common stock outstanding,
which was also 9,000,000. At the same time 4,500,000 shares were returned to the
Company and retired  netting an increase of 500,000  shares for the merger.  The
surviving  legal  entity was JBO,  Inc.  which then  changed its name to LeBlanc
Petroleum,  Inc. This merger was a  recapitalization  and was accounted for as a
reverse  acquisition  (merger) and is shown on the  statement  of  stockholders'
equity. JBO's balance sheet on November 23, 2001 was the following.

               Cash                   35
               Debt                    0
               Equity                 35

Note 3 STOCKHOLDERS' EQUITY

Authorized Capital Stock

The Company has a total authorized  capital of 25,000,000 shares of common stock
at $.001 par value per share.  Shareholders have all the rights afforded them by
Nevada law.

Employee Stock Option Plans

The  Company  has no stock  options  plans in place for  either  the  employees,
officers or  directors.  The Company may however in the future  establish  these
types of programs.

Initial Capitalization

The Company's  initial  capitalization  of 9,000,000  shares of common stock was
paid for with $54,000 cash and the  transfer of  producing  Louisiana  gas wells
valued at $20,000 for a total of $74,000.  The Louisiana  property was valued at
the cost basis of the contributing shareholders. See reserve note for details on
future expected cash flow information.

                                       30
<PAGE>

Merger

The merger with JBO, Inc.  effectively  increased the Company's  common stock by
500,000  shares.  See Note 2 for the details on this  merger.  The total  common
shares after the merger was 9,500,000.

Note 4. LEASES AND OTHER COMMITMENTS:

The Company is sharing an office  with an officer at no expense to the  Company.
The Company has no long term lease commitments.

Note 5. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  As of the  balance  sheet date the
Company had no  established  sources of revenue and its planned  exploration  is
just  beginning.  These  factors  raised  substantial  doubt about the Company's
ability to  continue  as a going  concern.  These  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
might result should the Company be unable to continue as a going concern.

Management  plans are to raise capital and to develop the New Mexico  properties
and other properties which will be purchased.

Management  expects these plans to allow the Company to become profitable in one
of the latter  quarters of the upcoming  fiscal year.  No assurance  can be made
however that these plans will be successful.

Note 6 CONTINGENCIES

Dependence Upon Management.

The success of the Company in  developing  reserves of crude oil and natural gas
and cash flow from the  production  therefrom  is dependent  primarily  upon the
active  participation  of Gordon M.  LeBlanc,  Jr., the  Company's  Chairman and
President,  and G. Maurice LeBlanc, III, the Vice President of the Company. Both
of Messrs.  LeBlanc and LeBlanc have  substantial  experience in the oil and gas
business.  Gordon M. LeBlanc,  Jr. has been an oil and gas operator  since 1983.
Each  intends  to  devote  substantially  all of his time and  attention  to the
operation and management of the Company.  The Company does not have key man life
insurance  on the  lives  of,  nor any  employment  agreement  with,  any of its
officers or directors.

Environmental Matters.

The  Company's  operations  and  properties  will be  subject to  extensive  and
changing federal, state and local laws and regulations relating to environmental
protection,    including   the   generation,    storage,   handling,   emission,
transportation and discharge of materials into the environment,  and relating to
safety and health. The recent trend in environmental  legislation and regulation
generally is toward  stricter  standards,  and this trend will likely  continue.
These laws and  regulations may (i) require the acquisition of a permit or other
authorization  before  construction or drilling  commences and for certain other
activities;  (ii) limit or prohibit construction,  drilling and other activities
on certain lands lying within  wilderness and other protected  areas;  and (iii)
impose  substantial  liabilities  for  pollution  resulting  from the  Company's
operations.  The permits  required for several of the Company's  operations  are
subject  to  revocation,   modification  and  renewal  by  issuing  authorities.


                                       31
<PAGE>

Governmental  authorities  have the  power to  enforce  their  regulations,  and
violations  are  subject to fines or  injunctions,  or both.  In the  opinion of
management,  the Company is in substantial  compliance  with current  applicable
environmental laws and regulations,  and the Company has no material commitments
for capital  expenditures  to comply with existing  environmental  requirements.
Nevertheless,  changes in  existing  environmental  laws and  regulations  or in
interpretations  thereof could have a significant impact on the Company, as well
as the oil and natural gas industry in general.

The  Comprehensive  Environmental,  Response,  Compensation,  and  Liability Act
("CERCLA")  and  comparable  state  statutes  impose  strict,  joint and several
liability  on owners and  operators  of sites and on persons who  disposed of or
arranged for the disposal of "hazardous  substances"  found at such sites. It is
not  uncommon for the  neighboring  landowners  and other third  parties to file
claims for personal injury and property damage allegedly caused by the hazardous
substances released into the environment.  The Federal Resource Conservation and
Recovery Act  ("RCRA")  and  comparable  state  statutes  govern the disposal of
"solid waste" and "hazardous  waste" and authorize the imposition of substantial
fines and  penalties  for  noncompliance.  Although  CERCLA  currently  excludes
petroleum from its definition of "hazardous substance," state laws affecting the
Company's  operations  impose  clean-up  liability  relating  to  petroleum  and
petroleum related products.  In addition,  although RCRA classifies  certain oil
field wastes as "non-hazardous," such exploration and production wastes could be
reclassified  as hazardous  wastes  thereby  making such wastes  subject to more
stringent handling and disposal requirements.

The Company intends to acquire  leasehold  interests in properties that for many
years have produced oil and natural gas.  Although the previous  owners of these
interests may have used  operating and disposal  practices that were standard in
the industry at the time, hydrocarbons or other wastes may have been disposed of
or released on or under the properties.  In addition, some of its properties may
be  operated  in the  future by third  parties  over  which the  Company  has no
control.  Notwithstanding the Company's lack of control over properties operated
by others,  the failure of the operator to comply with applicable  environmental
regulations may, in certain circumstances, adversely impact the Company.

The  National  Environmental  Policy Act ("NEPA") is  applicable  to many of the
Company's planned activities and operations.  NEPA is a broad procedural statute
intended to ensure that federal agencies  consider the  environmental  impact of
their  actions  by  requiring  such  agencies  to prepare  environmental  impact
statements  ("EIS") in connection with all federal activities that significantly
affect the environment. Although NEPA is a procedural statute only applicable to
the federal government, a portion of the Company's San Juan Basin properties may
be acreage located on federal land. The Bureau of Land Management's  issuance of
drilling  permits  and the  Secretary  of the  Interior's  approval  of plans of
operation and lease agreements all constitute federal action within the scope of
NEPA. Consequently,  unless the responsible agency determines that the Company's
drilling activities will not materially impact the environment,  the responsible
agency will be required to prepare an EIS in  conjunction  with the  issuance of
any permit or approval.

The  Endangered  Species Act  ("ESA")  seeks to ensure  that  activities  do not
jeopardize  endangered or threatened animal, fish and plant species, nor destroy
or modify the  critical  habitat of such  species.  Under ESA,  exploration  and
production  operations,  as  well  as  actions  by  federal  agencies,  may  not
significantly  impair or jeopardize the species or their  habitat.  ESA provides
for criminal  penalties for willful  violations of the Act.  Other statutes that
provide  protection  to  animal  and  plant  species  and that may  apply to the
Company's  operations include,  but are not necessarily limited to, the Fish and


                                       32
<PAGE>

Wildlife  Coordination  Act, the Fishery  Conservation  and Management  Act, the
Migratory Bird Treaty Act and the National  Historic  Preservation Act. Although
the Company believes that its operations are in substantial compliance with such
statutes,  any change in these statutes or any  reclassification of a species as
endangered  could subject it to significant  expense to modify its operations or
could force the Company to discontinue certain operations altogether.

Note 7 RELATED PARTY

The  directors  and officers of the Company have other  interests in the oil and
gas  business,  which may  present  conflicts  of interest  with  respect to the
activities  of the Company.  Chairman and President  Gordon M.  LeBlanc,  Jr. is
involved on a part time basis for his own account as an independent  oil and gas
producer.  Mr.  LeBlanc often permits  others to  participate  (i.e.,  acquire a
working  interest) in his oil and gas projects.  Mr. LeBlanc has  represented to
the Company that oil or natural gas prospects in which he offers the opportunity
for third parties to participate, and which Mr. LeBlanc, in his sole discretion,
believes to be  appropriate  for the Company,  will be offered to it on terms no
less  favorable to the Company than are available to any third party.  Also, oil
and gas business  opportunities  generated  by others and made  available to Mr.
LeBlanc  for his  participation,  which  Mr.  LeBlanc,  in his sole  discretion,
believes to be appropriate for the Company,  will be made available to it on the
same terms as are offered to Mr. LeBlanc. Mr. LeBlanc may or may not participate
in such ventures for his own account.  The Company will participate in an oil or
natural gas prospect  made  available  by Mr.  LeBlanc only if a majority of the
Company's directors,  not including Mr. LeBlanc,  approve the investment.  As of
the date of this prospectus,  each of the other directors is personally  related
to Mr.  LeBlanc  as  members  of his  immediate  family,  and each has  existing
personal  interests  in  various  aspects of the oil and gas  business  and each
intends to continue such activities on his or her own behalf.  However,  each of
the  directors  has  represented  that any  business  opportunity  in the oil or
natural  gas  business  involving  a  property  located  within  50 miles of any
existing  property in which the Company  holds an interest will be first offered
to the Company before the director  pursues the  opportunity  for his or her own
benefit or offers the opportunity to a third party.

The Company  currently  shares  executive  office  space with its  Chairman  and
President,  Gordon  M.  LeBlanc,  Jr.,  at no cost to the  Company  at 5527 East
Camelback Road,  Phoenix,  Arizona 85018. At such time that revenues permit, the
Company  intends  to  obtain  separate  office  space  in the  Phoenix,  Arizona
metropolitan area.

On December 1, 2001, the Company  redeemed  2,250,000 shares of its common stock
from William D. O'Neal,  the former  President  and Director of the Company,  in
exchange for $5,000 in cash, and a promissory  note made by the Company in favor
of Mr.  O'Neal  in the  original  principal  amount of  $70,000.00.  The note is
non-interest bearing and requires consecutive monthly payments of $10,000.00 per
month,  commencing  on  January  1,  2002  and on the  first  day of each  month
thereafter  until paid in full. The note is secured by a stock pledge  agreement
of even date that  provides Mr. O'Neal with,  among other  things,  the right to
foreclose  upon the shares  redeemed  in the event of a default  by the  Company
which is not timely cured. On December 1, 2001, the Company  redeemed  2,250,000
shares of its common  stock  from  Stephen F.  Burg,  the former  Secretary  and
Director of the Company,  upon the  identical  terms as with Mr.  O'Neal.  As of
March 31, 2002, the Company was current on these obligations.

NOTE 8 RESERVES

The following  estimates of proved and proved developed  reserve  quantities and
related standardized measure of discounted net cash flow are estimates only, and

                                       33
<PAGE>
do not  purport  to  reflect  realizable  values  or fair  market  values of the
Company's reserves. The Company emphasizes that reserve estimates are inherently
imprecise and that estimates of new discoveries are more imprecise then those of
producing oil and gas properties.  Accordingly,  these estimates are expected to
change as future information  becomes  available.  All of the Company's reserves
are located in the United States.

Proved  reserves are estimated  reserves of crude oil (including  condensate and
natural gas  liquids)  and  natural gas that  geological  and  engineering  data
demonstrate  with  reasonable  certainty to be  recoverable in future years from
known  reservoirs  under  existing  economic and  operating  conditions.  Proved
developed  reserves are those expected to be recovered  through  existing wells,
equipment, and operating methods.

The  standardized  measure of  discounted  future net cash flows is  computed by
applying  year-end prices of oil and gas (with  considerations  of price changes
only to the extent provided by contractual arrangements) to the estimated future
production of proved oil and gas reserves,  less estimated  future  expenditures
(based on year-end  costs) to be incurred in developing and producing the proved
reserves, less estimated future income tax expenses (based on year end statutory
tax rates,  with  consideration  of future tax rates already  legislated)  to be
incurred on pretax net cash flows less tax basis of the properties and available
credits,  and  assuming  continuation  of  existing  economic  conditions.   The
estimated  future net cash flows are then discounted using a rate of 10 per cent
a year to reflect the  estimated  timing of the future cash flow.  The  schedule
below only relates to the gas  properties in Louisiana,  which are the Company's
only proved reserves.

Undeveloped oil and gas proved reserves.

     The Company has no proved  undeveloped  oil and gas reserves as of December
     31, 2001 or March 31, 2002

Proved developed oil and gas reserves as of December 31, 2001

     The Company has no proved  developed oil reserves as of either December 31,
     2001 or March 31, 2002.

     Proved developed gas reserves located in the state of Louisiana, USA

     Beginning of the period mcf                                         110,793
     Revisions of previous estimates                                           0
     Improved recovery                                                         0
     Purchases of minerals                                                     0
     Extensions and discoveries                                                0
     Productions                                                             489
     Sales of minerals in place                                                0

     End of period                                                       110,304

     Standardized Measure of Discounted Future Net Cash Flows at
     December 31, 2001

     Future cash inflows                                                $198,547
     Future production costs                                             158,838
     Future development costs                                                  0
     Future income tax expenses                                            8,736
                                                                     -----------
                                                                          30,973
     Future net cash flows, 10% discounted for estimated timing
     of cash flows                                                         7,057
                                                                     -----------
     Standardized measures of discounted future net cash flows
     relating to proved gas reserves.                                    $23,916
                                                                     -----------

                                       34
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 and 15(d) of the Exchange Act, the Company caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                            LEBLANC PETROLEUM, INCORPORATED



Date: September 11, 2002                By /s/ Gordon M. LeBlanc, Jr.
                                        -----------------------------------
                                        Gordon M. LeBlanc, Jr., President

                                        By /s/ Marilyn Kay LeBlanc
                                            -----------------------------------
                                        Marilyn Kay LeBlanc, Secretary

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Company  and in the  capacities  and on the
dates indicated.


Date:September 11, 2002                 By /s/ Gordon M. LeBlanc, Jr.,  Director
                                        ----------------------------------------

                                        By /s/ Marilyn Kay LeBlanc,  Director
                                        ----------------------------------------

                                        By /s/ Katie O. LeBlanc,  Director
                                        ----------------------------------------

                                        By /s/ G. Maurice LeBlanc III,  Director
                                        ----------------------------------------

                                        By /s/ Annie L. LeBlanc,  Director
                                        ----------------------------------------


                                       35
<PAGE>