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

                                   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
                                                --------------   ----------
                           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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<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

To simplify the language in this Form 10-KSB,  LeBlanc Petroleum,  Incorporated,
formerly JBO, Inc., is referred to herein as the "Company" or "We."

                                     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.

                                   The Company

LeBlanc, Petroleum,  Incorporated, a Nevada corporation, is an exploratory stage
independent energy company engaged in the ownership, exploration and acquisition
of crude oil and natural gas reserves. We were 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").  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,  the  Company 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, the Company redeemed 2,500,000 shares of
the common stock of the Company from Mr.  O'Neal,  and  2,500,000  shares of the
common  stock of the  Company  from Mr. Burg upon the terms set forth in Item 12
below. The 4,500,000  shares redeemed from Mssrs.  O'Neal and Burg were reissued
to the  shareholders  of  LeBlanc,  along  with the  issuance  of an  additional
4,500,000  shares of the Company's common stock, 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,  we filed with the office of the Nevada
Secretary of State an amendment  to our Articles of  Incorporation  changing our
name to LeBlanc Petroleum,  Incorporated,  and to increase our authorized shares
of common stock from 10,000,000 shares to 25,000,000 shares.

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<PAGE>

                                Business Strategy

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

Utilize State-of-the-Art Technologies.

Certain of the Company's officers,  directors and consultants have experience in
utilizing  3-D Seismic  data and  related  "state-of-the-art"  technologies  for
analyzing oil and natural gas drilling and development opportunities.  We intend
to continue to analyze  and review oil and  natural  gas  prospects  in which we
acquire or may  acquire an interest  based on  acquisition  and  analysis of 3-D
Seismic data and related  technologies,  including  "amplitude versus offset" or
"AVO" analysis,  in an effort to improve  drilling  success rates and accelerate
the development of oil and natural gas reserves.

Develop Drill Site Inventory.

The Company's  initial  working  leasehold  interests are in the Right Angle and
Johnson  Anticline  prospects  in the San Juan Basin of New  Mexico  (See Item 2
"Description  of  Properties")  These  interests  include an  inventory of up to
approximately 12 potential exploratory and development crude oil wells, based on
an initial review of the 2-D Seismic which has been  completed.  We believe that
anticipated  cash resources,  to be supplied by certain of our officers as loans
and  future  participation  from  industry  partners  will  enable us to pay our
anticipated  share of drilling and completion  costs for at least 12 exploratory
wells on these prospects. We intend to continue to seek and acquire interests in
other prospects in the United States and Australia.

Acquire Interests in Oil and Natural Gas Properties.

We will  continue to evaluate  potential  acquisitions  of  interests in oil and
natural gas  properties  in the United  States and  Australia,  which may become
available  on terms  that we  believe  will be  attractive  and  which  have the
potential  to  add  to  the  Company's   reserves  and  production  through  the
application  of lower risk  exploitation  and  exploration  techniques.  We will
evaluate and may acquire  interests in producing oil and natural gas properties,
which may become available on terms acceptable to the Company. Such acquisitions
will be subject to the  availability of properties  deemed suitable by the Board
of Directors, availability of financial resources, location and other factors.

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.

Maintain Low Overhead Expenses.

We currently have 2 full time employees,  Gordon M. LeBlanc,  Jr. 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.

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<PAGE>

Become an Operating Oil and Natural Gas Company.

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.

                                  Risk Factors

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.  As we move into the first
quarter of 2002, we plan to initially  conduct limited  operations  primarily by
continuing  to  participate  as a minority  owner in the joint  operation of the
Dixie Field gas prospect located in Caddo Parrish,  Louisiana and exploration of
the Right Angle and Johnson  Anticline  crude oil  prospects  Located in the San
Juan Basin of New Mexico (See Item 2 "Description  of Property).  We also intend
to locate and acquire similar  interests in other oil or natural gas exploratory
prospects in the United States and Australia.  The Company's business operations
are subject to all the risks  inherent in the  establishment  of a new  business
enterprise,  including  the absence of an operating  history,  shortage of cash,
lack of cash flow,  under-capitalization  and  similar  problems.  We  presently
anticipate  that our  available  cash  will be  devoted  toward  acquisition  of
interests  in  other  oil and  gas  properties  and  participating  in  drilling
activities.  Various  problems,  expenses,   complications  and  delays  may  be
encountered in connection with the development of the intended business. We also
face substantial  competitive and regulatory  obstacles and other risks, some of
which are described below.

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. The Company  intends to use its available cash resources to
continue to participate in the exploratory  drilling of its two existing natural
gas  prospects  and to acquire  similar  interests  in other oil and natural gas
properties.  We initially  intend to  participate in the drilling of at least 12
additional  wells  on  our  existing   natural  gas  prospects.   The  Company's
anticipated  share in the  expenses  of  drilling  12 wells and  completing  any
successful wells exceeds our present cash resources. Our Chairman and President,
Gordon  M.  LeBlanc,  Jr.,  has  committed  to  loan  the  Company  funds  on an
"as-needed" basis, and upon commercially reasonable terms, in sufficient amounts
to sustain our operations for the next 12 month period. However, there can be no
assurance  we will have  sufficient  funds  available  to complete  our intended
exploration  drilling.  There  can  be no  assurance  that  required  additional
financing will be obtained or that any other  financing would be available to us
from other sources.

                                       4
<PAGE>

Early Stages of 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's  business,  financial  condition  and  results  of  operation  will be
materially adversely affected.

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
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


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<PAGE>

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. We currently have a commitment from our Chairman and
President, Gordon M. LeBlanc, Jr. to make loans to the Company on an "as-needed"
basis, upon commercially  reasonable terms, in amounts sufficient to support our
operations for the next 12 months. There can be no assurance that any additional
financing will be available to us on acceptable terms or at all or that we shall
be in a financial  position to repay any such loans made by Mr. LeBlanc.  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
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.

                                       6
<PAGE>

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.

Compliance with Governmental Regulations.

Oil and natural gas operations are subject to extensive federal, state and local
laws and  regulations  relating to the  exploration  for,  and the  development,
production  and  transportation  of,  oil and  natural  gas,  as well as  safety
matters,  which may be changed  from time to time in  response  to  economic  or
political conditions.  Matters subject to regulation by federal, state and local
authorities  include  permits  for  drilling   operations,   road  and  pipeline
construction,  reports concerning operations,  the spacing of wells, unitization
and pooling of properties,  taxation and environmental protection.  There can be
no assurance that delays will not be encountered in the  preparation or approval
of such assessments, or that the results of such regulations will not require us
to alter our development  plans.  Any delays in obtaining  approvals or material
alternations  to our development  plans could have a material  adverse effect on
the Company's  operations.  From time to time,  regulatory agencies have imposed
price controls and  limitations on production by restricting the rate of flow of
oil and natural gas wells below actual production  capacity in order to conserve
supplies of oil and natural gas.  Although we believe it is in and will continue
to be in substantial  compliance with all applicable laws and  regulations,  the
requirements  imposed by such laws and  regulations  are frequently  changed and
subject to  interpretation,  and we are unable to predict the  ultimate  cost of
compliance   with  these   requirements  or  their  effect  on  our  operations.
Significant  expenditures may be required to comply with governmental and tribal
laws and  regulations  and may have a material  adverse  effect on the Company's
financial condition and results of operations.

Compliance with Environmental Regulations.

Operation  of  exploratory  and other wells are subject to complex and  changing
environmental  laws  and  regulations  adopted  by  federal,   state  and  local


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<PAGE>

governmental  authorities.  The  implementation  of new, or the  modification of
existing, laws or regulations could have a material adverse effect on properties
in which the Company may have an interest.  The discharge of oil, natural gas or
other  pollutants  into the  air,  soil or water  may give  rise to  significant
liabilities  on the part of the Company to the  government and third parties and
may require us to incur substantial costs of remediation. Moreover, we may agree
to indemnify  sellers of  properties  purchased by the Company  against  certain
liabilities  with  respect to existing  environmental  laws or  regulations,  as
currently  interpreted  or  reinterpreted  in the  future,  or  future  laws  or
regulations.  There can be no assurance that such laws and regulations  will not
materially  adversely  affect the Company's  results of operations and financial
condition or that material  indemnity  claims will not arise against the Company
with respect to properties acquired by the Company.

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 65.8%
of the Company's outstanding common stock. 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.

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


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<PAGE>

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.  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.

Competition

We operate in the highly  competitive  areas of oil and natural gas exploration,
exploitation,  acquisition  and production with other  companies,  many of which
have  substantially   larger  financial   resources,   operations,   staffs  and
facilities.  In seeking to acquire desirable producing properties or production,
we face intense  competition from both major and independent oil and natural gas
companies.  We expect that the inventory of unproved  drilling  locations in the
two prospects in which the Company has an interest will be the primary source of
new  reserves,  production  and cash flow during the next year.  There can be no
assurance  that the two  prospects  will  yield  substantial  economic  returns.
Failure of the two prospects to yield  significant  quantities  of  economically
attractive  reserves in production  could have a material  adverse impact on the
Company's  future  financial  condition  and could  result in a  write-off  of a
significant  portion  of our  investment  in the  oil  and  gas  properties.  In
addition,  recent  drilling  activity by a number of  operators  in the San Juan
Basin may reduce or limit the  availability  of equipment and supplies or reduce
demand for the  Company's  production,  either of which would impact the Company
more adversely than if the Company were geographically diversified.

Our  competitors  include  major  integrated  oil and natural gas  companies and
numerous independent oil and natural gas companies, individuals and drilling and
income programs.  Many of our competitors are large, well established  companies
with  substantially  larger operating staffs and greater capital  resources than
ours and which, in many instances,  have been engaged in the energy business for
a much longer time than the Company.  Such companies may be able to pay more for
productive  oil and natural gas  properties  and  exploratory  prospects  and to
define,  evaluate,  bid for and  purchase  a greater  number of  properties  and
prospects than our financial or human resources  permit.  Our ability to acquire
additional  properties and to discover  reserves in the future will be dependent
upon our ability to evaluate and select  suitable  properties  and to consummate
transactions in a highly competitive environment.

                                       9
<PAGE>

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.

Federal Regulation of Natural Gas.

The Federal Energy Regulatory  Commission ("FERC") regulates  interstate natural
gas transportation  rates and service conditions,  which affect the marketing of
natural gas  produced by the Company,  as well as the  revenues  received by the
Company for sales of such  production.  Since the  mid-1980's  FERC has issued a
series  of  orders   that  have   significantly   altered  the   marketing   and
transportation of natural gas. These orders mandate a fundamental  restructuring
of  interstate  pipeline  sales  and  transportation   service,   including  the
unbundling  by  interstate  pipelines of the sale,  transportation,  storage and
other  components of the city-gate  sales  services  such  pipelines  previously
performed.  One of  FERC's  purposes  in  issuing  the  orders  was to  increase
competition  within all phases of the natural gas industry.  Certain  aspects of
these  orders  may be  modified  as a result  of  various  appeals  and  related
proceedings  and it is difficult to predict the ultimate impact of the orders on
the Company and others.  Generally, the orders eliminate or substantially reduce
the  interstate  pipelines'  traditional  role as  wholesalers of natural gas in
favor  of  providing  only  storage  and   transportation   service,   and  have
substantially increased competition and volatility in natural gas markets.

The price,  which we may receive  for the sale of oil and  natural gas  liquids,
would be affected  by the cost of  transporting  products  to markets.  FERC has
implemented regulations establishing an indexing system for transportation rates
for oil  pipelines,  which,  generally,  would  index such  rates to  inflation,
subject  to  certain  conditions  and  limitations.  The  Company is not able to
predict with  certainty the effect,  if any, of these  regulations on any future
operations. However, the regulations may increase transportation costs or reduce
wellhead prices for oil and natural gas liquids.

Environmental Matters.

Our 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)


                                       10
<PAGE>

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 our operations.  The permits  required
for several of the Company's operations are subject to revocation,  modification
and renewal by issuing authorities.  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.

We intend 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 our properties may be
operated  in the  future  by  third  parties  over  which  we have  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 our
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 our 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


                                       11
<PAGE>

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

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.
These  prospects  have  been  identified  by a 2D  seismic  study  as  "Entrada"
prospects.  The initial exploratory well shall be the Right Angle Federal #1. We
anticipate  drilling  to  commence  on this well in early  June  2002,  upon the
completion  of a 3D seismic  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 to a depth of 6,000 feet to
test the  Entrada,  Mesaverde  and  Mancos  formations  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. 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.

We intend to acquire  interests in producing oil or natural gas  properties  and
exploratory  prospects  from  other  persons  and  entities  in the  oil and gas
business,  including  persons or entities with whom members of management of the
Company may have an affiliation or ownership interest.

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,  we
intend to obtain  separate  office  space in the Phoenix,  Arizona  metropolitan
area.


                                       12
<PAGE>

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 our
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.

                                     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


                                       13
<PAGE>

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.

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
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.

The  following  discussion  is intended to provide an analysis of the  Company's
financial condition and Plan of Operation and should be read in conjunction with
the Company's  financial  statements and the notes thereto  contained in Part IV
below. The matters  discussed in this section that are not historical or current
facts  deal  with  potential  future   circumstances  and   developments.   Such
forward-looking  statements include,  but are not limited to, the drilling plans
for natural gas, trends in the results of the Company's operations,  anticipated
rates of production,  natural gas prices,  operating  expenses and the Company's
anticipated  capital  requirements and capital  resources.  The Company's actual
results   could   differ   materially   from  the  results   discussed   in  the
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include those  discussed below as well as those discussed under the
caption "Risk Factors."

                                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 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


                                       14
<PAGE>

other capital costs  associated  with the existing  properties  may  approximate
$200,000.00. At December 31, 2001, the Company had approximately $124 in cash.

Based upon the available  working capital at the beginning of 2002, we will need
to raise  additional  capital  through  debt or  equity  offerings  to cover our
anticipated   general  and  administrative   costs,   capital  lease  costs  and
participate in drilling a maximum of 12 exploratory  wells. 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 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. Direct costs for
drilling and completing a successful  well may be recovered in  approximately  4
months.  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  current  assets of $124 were  exceeded by
current  liabilities  of  $200,204.  We had  working  capital  of $124.  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  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.  Other than the commitment from Mr. LeBlanc to
loan funds to us on an "as-needed" basis, and upon commercially reasonable terms
in amounts  sufficient to sustain our operations over the next 12-month  period,
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.


                                       15
<PAGE>

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
Officers and Directors     Age     Position                  Date of 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.

Marilyn Kay LeBlanc, 47, Secretary,  Director. Mrs. LeBlanc has been involved in
the management of oil and gas operations  since 1982.  Mrs.  LeBlanc  majored in
Elementary Education at Northeast Louisiana University.

Katie O.  LeBlanc,  27,  Director.  Ms.  LeBlanc  has been  involved  in Phase 1
archaeological studies Arizona for LeBlanc Oil since 1996. Ms. LeBlanc graduated
from Arizona State University in 1997 with a Bachelor Degree in Anthropology.

G. Maurice LeBlanc III, 25,Vice  President of Field  Operations,  Director.  Mr.
LeBlanc  has worked in  oilfield  operations  since 1992 for  LeBlanc  Oil.  Mr.
LeBlanc is responsible  for LeBlanc  Petroleum  field  operations in New Mexico,
Arizona and Louisiana.

Annie L.  LeBlanc,  23,  Director.  Ms.  LeBlanc has worked in state oil and gas
compliance  for LeBlanc Oil since 1997.  Ms.  LeBlanc will graduate from Arizona
State University with a Bachelor of Science degree in the fall of 2002.

      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.

                                       16
<PAGE>

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.

                                                                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


                                       17
<PAGE>

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.

Name of Beneficial Owner              Shares Beneficially
or Name of Officer or Director        Owned                      Percent
-------------------------------       -------------------        -------
Gordon M. LeBlanc, Jr.                2,850,000                    30.0
Marilyn Kay LeBlanc                   1,600,000                    16.8
Annie B. Malone                         750,000                     7.9
G. Maurice LeBlanc III                  600,000                     6.3
Katie O. LeBlanc                        600,000                     6.3
Annie L. LeBlanc                        600,000                     6.3
All officers and directors            6,250,000                    65.8


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
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)

--------------------------------------------------------------------------------

(1)  Incorporated by reference to Form 10SBG12 filed July 16, 2001.

(2)  Incorporated by reference to Form 8-K filed January 14, 2002.


                                       18
<PAGE>



                                     PART IV

                                   FINANCIALS






                         LEBLANC PETROLEUM, INCORPORATED


                              FINANCIAL STATEMENTS


                                December 31, 2001
                                November 23, 2001



                                                           TABLE OF CONTENTS


                                                                            PAGE

COVER SHEET..................................................................F-1

TABLE OF CONTENTS............................................................F-2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT.............................F-3

BALANCE SHEET, ASSETS........................................................F-4

BALANCE SHEET, LIABILITIES AND STOCKHOLDERS' EQUITY..........................F-5

STATEMENT OF OPERATIONS......................................................F-6

STATEMENT OF STOCKHOLDERS' EQUITY............................................F-7

STATEMENT OF CASH FLOWS......................................................F-8

NOTES TO FINANCIAL STATEMENTS.............................................F-9-20


                                       F-2



                                       19
<PAGE>


                                SHELLEY INTL CPA
                               161 E. 1st. St. #1
                                 Mesa, AZ 85201
                                 (480) 461-8301

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Board of Directors/Audit Committee
Leblanc Petroleum, Incorporated.

I  have  audited  the   accompanying   balance  sheets  of  Leblanc   Petroleum,
Incorporated (an exploratory stage company) as of December 31, 2001 and November
23, 2001 and the related  statements of operations,  stockholders'  equity,  and
cash flows for the period from  November 23, 2001,  (inception)  to December 31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those  standards  require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Leblanc Petroleum,  Incorporated as
of  December  31, 2001 and  November  23,  2001 and the  related  statements  of
operations,  stockholders'  equity,  and cash flows for the period from November
23,  2001  (inception)  to  December  31,  2001 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the  Company  is in the  exploratory  phase  of its  oil
venture. Oil and gas exploration and production is a high risk venture.  Current
gas revenue production is not adequate to cover planned  exploration costs. This
factor raises doubt about the Company's  ability to continue as a going concern.
Management's  plans to achieve  profitability  are also  discussed in the notes.
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.


                                                     Shelley Intl., CPA




                                       20
<PAGE>

                            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  $          -
                                                      ------------  ------------

                                   Liabilities

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>
        The accompanying notes are an integral part of these statements

                                   F-4 / F-5


                                       21
<PAGE>

                               LeBlanc Petroleum
                            Statement of Operations
   for the period 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
                                                      ------------      ------------
Net 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>

         The accompanying notes are an integral part of these statements


                                      F-6


                                       22
<PAGE>

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

                                                  Common Stock      Additional 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

Reverse Merger with JBO                        500,000         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

                                       23
<PAGE>

                            LeBlanc Petroleum, Inc.
                            Statement of Cash Flows
             for the period 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           130,000
    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            39,052
                                                      ------------     -------------
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            84,000
    Merger with JBO, Inc.                                       35                35
                                                      ------------     -------------
Net cash provided by financing activities                   74,035            84,035
                                                      ------------     -------------

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



                                       24
<PAGE>


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


NOTE 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

LeBlanc Petroleum, Incorporated (the Company) was formed on November 23, 2001 in
the State of Arizona.  On  December  1, 2001 we merged  with JBO,  Inc. a Nevada
Corporation.  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.

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.


                                       F-9



                                       25
<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.




                                      F-10




                                       26
<PAGE>

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
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 and 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



                                      F-11

                                       27
<PAGE>

Note 3. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

We have no long term debt or  obligations  as of December 31,  2001.  Short term
notes were as follows.

         Note Payable to officer                                $58,500
         Demand note with no interest

         Note Payable on recapitalization                        70,000
         (demand note with no interest, payable
         at minimum of $10,000 per month, this
         note is collateralized by 2,250,000 shares
         of the Company's stock)

         Note Payable on recapitalization                        70,000
         (demand note with no interest, payable
         at minimum of $10,000 per month, this
         note is collateralized by 2,250,000 shares
         of the Company's stock)

Note 4 STOCKHOLDERS' EQUITY

Authorized Capital Stock

We have 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

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

Initial Capitalization

Our 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.

Merger

The merger with JBO,  Inc.  effectively  increased  our 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.

                                      F-12



                                       28
<PAGE>

Note 5 INCOME TAXES:

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $34,785 which is calculated by multiplying a 23% estimated
tax rate by the  cumulative  deferred  tax  difference  of  152,648.  The  total
valuation allowance is a comparable $34,785.

The provision for income taxes is comprised of the net change in deferred  taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                                              2001

         Net change in deferred taxes by period             34,785
         Valuation account by period                       (34,785)
         Current taxes payable                                   0
                                                           -------
         Provision for Income Taxes                              0
                                                           -------
Below is a chart showing the estimated  federal net operating  loss and the year
in which it will expire.

         Year                                   Amount                Expiration
         2001                                    3,918                      2021

         Total NOL                               3,918
                                                ------

Note 6. LEASES AND OTHER COMMITMENTS:

We are  sharing  an office  with an officer at no expense to us. We have no long
term lease commitments.




                                      F-14


                                       29
<PAGE>


Note 7.           GOING CONCERN

The accompanying  financial  statements have been prepared  assuming that the we
will  continue  as a  going  concern.  As of the  balance  sheet  date we had no
established  sources of revenue and our planned  exploration is just  beginning.
These factors  raised 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 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  141-144 and
their effect on the Company.

SFAS 141 Business Combinations

This  Statement  addresses  financial  accounting  and  reporting  for  business
combinations and supersedes APB 16 and SFAS 38. All business combinations in the
scope of this  Statement are to be accounted for using one method,  the purchase
method. The effective date for this Statement is June 30, 2001 and thereafter.

SFAS 142 Goodwill and Other Intangibles Assets

This  Statement  addresses  financial  accounting  and  reporting  for  acquired
goodwill and other  intangible  assets and  supersedes  APB 17. It addresses how
intangible assets that are acquired  individually or with a group (but not those
acquired  in a  business  combination)  should  be  accounted  for in  financial
statements  upon their  acquisition.  This Statement also addresses how goodwill
and other  intangible  assets  should  be  accounted  for  after  they have been
initially  recognized in the financial  statements.  The effective date for this
Statement is December 15, 2001.

SFAS 143 Accounting for Asset Retirement Obligations

This Statement  addresses  financial  accounting  and reporting for  obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement costs.  This Statement  applies to all entities.  It applies to
legal  obligations  associated  with the  retirement of  long-lived  assets that
result  from the  acquisition,  construction,  development  and (or) the  normal
operation of a long-lived asset,  except for certain obligations of leases. This
Statement  amends SFAS 19. The  effective  date for this  Statement  is June 15,
2002.

                                      F-15

                                       30
<PAGE>

SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets

This Statement addresses  financial  accounting and reporting for the impairment
or disposal of  long-lived  assets.  This  statement  supersedes  SFAS 121,  the
accounting  and reporting  provisions of APB 30 and amends ARB 51. The effective
date of this Statement is December 15, 2001.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

Note 8. 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.

Our 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 our operations.  The permits  required
for several of the Company's operations are subject to revocation,  modification
and renewal by issuing authorities.  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

                                      F-16

                                       31
<PAGE>

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.

We intend 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 our properties may be
operated  in the  future  by  third  parties  over  which  we have  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 our
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 our 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
Wildlife  Coordination  Act, the Fishery  Conservation  and Management  Act, the
Migratory Bird Treaty Act and the National  Historic  Preservation Act. Although
we believe that our operations are in substantial compliance with such statutes,
any change in these statutes or any  reclassification of a species as endangered
could subject us to significant  expense to modify our operations or could force
the Company to discontinue certain operations altogether.


                                      F-17

                                       32
<PAGE>

Note 9. 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 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
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,  we
intend to obtain  separate  office  space in the Phoenix,  Arizona  metropolitan
area.

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
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 us which is not timely cured.  On December
1, 2001, we 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, we were current on these obligations.


                                      F-18

                                       33
<PAGE>

NOTE 10. RESERVES

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

Proved developed oil and gas reserves.

         The Company has no proved developed oil reserves.

         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
                                      F-19

                                       34
<PAGE>

         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
                                                                       ---------


                                   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: April 10, 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:April 10, 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>