UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K  (Mark One) þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2010. oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto.  Commission file number:000-30377  PROVIDENCE RESOURCES, INC. (Exact name of registrant as specified in its charter)  Texas
(State or other jurisdiction of
incorporation or organization)
     06-1538201
(I.R.S. Employer
Identification No.)
  700 Lavaca Street, Suite 1400, Austin, Texas 78701 (Address of principal executive offices)    (Zip Code)  Registrants telephone number, including area code:(512) 462-3327  Securities registered under Section 12(b) of the Act: none. Securities registered under Section 12(g) of the Act: common stock (title of class), $0.0001 par value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoþ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. YesoNoþ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesþNoo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesoNoo Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K.o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Smaller reporting companyþ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNoþ The aggregate market value of the registrant's common stock, $0.0001 par value (the only class of voting stock), held by non-affiliates (11,567,212 shares) was approximately $2,833,967 based on the average closing bid and ask prices ($0.245) for the common stock on April 14, 2011. At April 15, 2011 the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock), was 13,957,697.
 1


---



TABLE OF CONTENTSPART IItem1.
     Business
     3Item 1A.
     Risk Factors
     9Item 1B.
     Unresolved Staff Comments
     14Item 2.
     Properties
     14Item 3.
     Legal Proceedings
     16Item 4.
     (Removed and Reserved)
     16PART IIItem 5.
     Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
     16Item 6.
     Selected Financial Data
     21Item 7.
     Management's Discussion and Analysis of Financial Condition and Results of  Operations
     21Item 7A.
     Quantitative and Qualitative Disclosures about Market Risk
     25Item 8.
     Financial Statements and Supplementary Data
     25Item 9.
     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     26Item 9A.
     Controls and Procedures
     26Item 9B.
     Other Information
     27PART IIIItem 10.
     Directors, Executive Officers, and Corporate Governance
     27Item 11.
     Executive Compensation
     30Item 12.
     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     32Item 13.
     Certain Relationships and Related Transactions, and Director Independence
     32Item 14.
     Principal Accountant Fees and Services
     33PART IVItem 15.
     Exhibits, Financial Statement Schedules
     34Signatures
     35
 2


---



PART I  ITEM 1.          BUSINESS  As used herein the terms Company, we, us, and our, refer to Providence Resources, Inc., a Texas corporation, and its subsidiaries. All references herein to PRE refer to PRE Exploration, LLC, the Companys wholly owned subsidiary, and its subsidiaries.  Corporate History The Company was incorporated under the laws of the State of Texas on February 17, 1993, as GFB Alliance Services, Inc. We have since undergone several name changes and on May 13, 1999 adopted the name Healthbridge, Inc. During early 2002 we acquired exclusive ownership and intellectual property rights for a medical waste disposal technology. Prior to year end 2005 we decided to discontinue all operations related to these rights due to our inability to commercialize the technology.  Managements focus then turned to opportunities existing in the oil and gas sector. The search ultimately caused the Company to acquire PRE Exploration LLC on September 29, 2006 in connection with prospective oil and gas production from lease hold interests in Comanche, Hamilton and Val Verde Counties, Texas. On completing the acquisition of PRE the Company changed its name to Providence Resources, Inc.  The Company has since abandoned exploration and development efforts in Comanche and Hamilton Counties. Developmental resources are now solely devoted to the completion of wells drilled on its Val Verde County leases.  The Companys principal place of business is located at 700 Lavaca Street, Austin, Texas 78701, and our telephone number is (512) 452-3327. Our registered statutory office is located at 408 West 17th Street, Suite 101, Austin, Texas 78701.  The Company  Oil and Gas Exploration in Val Verde County  Leases  On March 30, 2006, PRE acquired approximately 12,832 gross acres of oil and gas leases over 57 square miles in Val Verde County, Texas from Global Mineral Solutions, L.P. (Global). The leases included underlying multiple oil and gas target zones delineated by 3D seismic data and drilling in the area, along a trend that has produced from multiple large gas fields, including the Gomez field, the Brown Bassett field, and the JM field. Effective December 12, 2008, the lease terms on 9,989.2 of the acres under lease were extended pursuant to an agreement with I.W. Carson LLC (Carson), the owner of the acreage. On December 22, 2008, PRE acquired from Global an additional 3,352.1 acres of oil and gas leases underlying acreage owned by Carson for anaggregate of 13,341.3 acres in Val Verde County.  On February 28, 2010, PREentered into anExtension and Amendment Re Oil and Gas Leaseswith Carson to extend the primary term of the leasesuntil February 28, 2013. The extension obligates PRE to drill two additional wells on the leases. PRE can secure the leases past February 28 , 2013 with continuous development of the acreage. The Company allowed leases on approximately 2,843 acres of that acreage acquired in 2006 to lapse. Investment in that acreage was fully impaired in the year ended December 31, 2009.
 3


---



Seismic Exploration  On March 27, 2007,PRE engaged TRNCO Petroleum Corporationto implement an I/O two recording system using the latest in state-of-the-art acquisition andprocessing parameters to generate high quality 3D seismic data from the Val Verde County leases. Dawson Geophysical Company was concurrently engaged to obtain the actual 3D seismic data while Fairfield Industries Incorporated was subsequently engaged to interpret the data in concert with consulting geologists familiar with the geophysical applications of seismic data. The 3D seismic data collected and interpreted illuminated deep gas targets at depths ranging from 14,000 to 16,000 feet in the Ellenberger carbonate, in addition to targets within the Strawn carbonate and Pennsylvanian-Wolfcamp sandstone reservoirs at lesser depths. PRE identified 25 prospective drilling locations on the Val Verde leases based on this information.  Drilling  On August 8, 2008, PRE entered into a Prospect Participation and Joint Operating Agreement with Elm Ridge Exploration Company, LLC (Elm Ridge) pursuant to which Elm Ridge acquired a 50% working interest in the Val Verde leases in exchange for $7,212,800 and a $2,000,000 carried interest in the drilling of two exploratory wells. R.K Ford & Associates, Inc. (R.K. Ford) was then engaged to drill two exploratory wells to the Ellenberger formation to test the structureat a depth of approximately 16,000 feet. R.K. Ford finished drilling theCarson 10-1in early March of 2009and the Carson12-1 in late Aprilof 2009. Despite promising results the wells were not completed. Effective March 1, 2010, PRE and Elm Ridge executed an Assignment, Bill of Sale and Conveyance that assigned all of Elm Ridges right, title and interest in the Val Verde County leases back to PRE, including the wells, rights, and intellectual property, subject to existing royalties, in accordance with existing agreements with Global.  PRE intends to complete the Carson 10-1 and Carson 12-1 wells in 2011 subject to available financing. PRE also intends to test the Strawn formation and prospectively develop the Ellenberger formation based on completion results.  The Companys wholly owned subsidiary PRT Holdings, LLC, has posted a bond with the Texas Railroad Commission and is now mandated as the operator of the current leases in anticipation of completion efforts associated with existing well bores.  Oil and Gas Exploration in Comanche and Hamilton Counties  PRE concluded the acquisition of approximately 7,374 acres of oil and gas leases in Comanche and Hamilton Counties pursuant to the terms of a definitive joint exploration agreement with The Harding Company (Harding) in November of 2005. Harding acting as operator for the acquired leases completed a seismic data program, identified prospective drill targets, drilled four wells during 2006 in Comanche County and built a pipeline to evacuate prospective production. None of the wells drilled indicated commercial quantities of gas. All four wells have since been abandoned and the leases, in addition to attendant drilling expenses, development costs and the pipeline, were fully impaired in the year ended December 31, 2008.  Competition  The oil and gas business in Texas is highly competitive. Companies with greater financial resources, existing staff and labor forces, equipment for exploration, and experience are in a better position than us to compete for leases and production. In addition, our ability to market any oil and gas which we might produce could be severely limited by our inability to compete with larger companies operating in the same area, which may be willing or able to offer oil and gas at a lower price.
 4


---



The Company competes in Texas with over 1,000 independent companies and approximately 40 significant independent operators including Marathon Oil, Houston Exploration Company and Newfield Exploration Company in addition to over 950 smaller operations with no single producer dominating the area. Major operators such as Exxon, Shell Oil, ConocoPhillips, Mobil and others that are considered major players in the oil and gas industry retain significant interests in Texas.  We believe that the Company can successfully compete against other independent companies by utilizing the expertise of consultants familiar with the structures to be developed within our Val Verde leases, maintaining low corporate overhead and otherwise efficiently developing current lease interests.  Marketability  The Company does not produce oil or gas products for market at this time and will have to consider the economics of constructing a natural gas pipeline to transport energy produced from its leases in Val Verde County in the event commercial quantities of natural gas are determined to exist.  The products that the Company intends to market - oil and natural gas products - are commodities purchased by many distribution and retail companies. Crude oil can be sold whenever it is produced subject to transportation cost. Natural gas requires transportation from point of production to the purchaser by pipeline.  Patents, Trademarks, Licenses,Franchises, Concessions, Royalty Agreements and Labor Contracts  We currently have no patents, trademarks, licenses, franchises, concessions, or labor contract, except the leases we have acquired for oil, gas and mineral interests do provide for the payment of royalties in the event production is realized.  Governmental and Environmental Regulation  The Companys oil and gas exploration activities, including future production and related operations, are subject to extensive rules and regulations promulgated by federal and state agencies. Failure to comply with such rules and regulations could result in substantial penalties. The regulatory burden on the oil and gas industry adds to our cost of doing business and may affect future profitability. Since such rules and regulations are frequently amended or interpreted differently by regulatory agencies, we are unable to accurately predict the future cost or impact of complying with such laws.  The Companys oil and gas exploration activities and the possibility of future production will be affected by state and federal regulation of gas production, federal regulation of gas sold in interstate and intrastate commerce, state and federal regulations governing environmental quality and pollution control, state limits on allowable rates of production by a well or pro-ration unit and the amount of gas available for sale, state and federal regulations governing the availability of adequate pipeline and other transportation and processing facilities, and state and federal regulation governing the marketing of competitive fuels. For example, a productive gas well may be shut-in because of an over-supply of gas or lack of an available gas pipeline in the areas in which we may conduct operations. State and federal regulations generally are intended to prevent waste of oil and gas, protect rights to produce oil and gas between owners in a common reservoir, control the amount of oil and gas produced by assigning allowable rates of production and control contamination of the environment. Pipelines are subject to the jurisdiction of various federal, state and local agencies.
 5


---



Many state authorities require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of oil and gas. Such states also have ordinances, statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of properties, the regulation of spacing, plugging and abandonment of wells, and limitations establishing maximum rates of production from wells. Texas regulations do provide certain limitations with respect to our operations.  Environmental Regulation  The recent trend in environmental legislation and regulation has been toward stricter standards, and this trend will likely continue. The Company does not presently anticipate that we will be required to expend amounts relating to future oil and gas production operations that are material in relation to our total capital expenditure program by reason of environmental laws and regulations, but because such laws and regulations are subject to interpretation by enforcement agencies and are frequently changed by legislative bodies, we are unable to accurately predict the ultimate cost of such compliance.  The Company is subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, and areas containing threatened and endangered plant and wildlife species, and impose substantial liabilities for unauthorized pollution resulting from our operations.  The following environmental laws and regulatory programs appear to be the most significant to our operations in 2011:  Clean Water and Oil Pollution Regulatory Programs The Federal Clean Water Act (CWA) regulates discharges of pollutants to surface waters. The discharge of crude oil and petroleum products to surface waters also is precluded by the Oil Pollution Act (OPA). Our operations are inherently subject to accidental spills and releases of crude oil and drilling fluids that may give rise to liability to governmental entities or private parties under federal, state or local environmental laws, as well as under common law. Minor spills may occur from time to time during the normal course of our future production operations. We will maintain spill prevention control and countermeasure plans (SPCC plans) for facilities that store large quantities of crude oil or petroleum products to prevent the accidental discharge of these potential pollutants to surface waters.  Clean Air Regulatory Programs The Companys operations are subject to the Federal Clean Air Act (CAA), and state implementing regulations. Among other things, the CAA requires all major sources of hazardous air pollutants, as well as major sources of certain other criteria pollutants, to obtain operating permits, and in some cases, construction permits. The permits must contain applicable Federal and state emission limitations and standards as well as satisfy other statutory and regulatory requirements. The 1990 Amendments to the CAA also established new monitoring, reporting, and recordkeeping requirements to provide a reasonable assurance of compliance with emission limitations and standards. PRE currently obtains construction and operating permits for our compressor engines; we are not presently aware of any potential adverse claims in this regard.
 6


---



Waste Disposal Regulatory Programs The Companys operations will generate and result in the transportation and disposal of large quantities of produced water and other wastes classified by EPA as non-hazardous solid wastes. The EPA is currently considering the adoption of stricter disposal and clean-up standards for non-hazardous solid wastes under the Resource Conservation and Recovery Act (RCRA). In some instances, EPA has already required the clean-up of certain non-hazardous solid waste reclamation and disposal sites under standards similar to those typically found only for hazardous waste disposal sites. It also is possible that wastes that are currently classified as non-hazardous by EPA, including some wastes generated during our drilling and production operations, may in the future be reclassified as hazardous wastes. Since hazardous wastes require more rigorous and costly treatment, storage, transportation and disposal requirements, such changes in the interpretation and enforcement of the current waste disposal regulations would result in significant increases in waste disposal expenditures.  The Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) CERCLA, also known as the Superfund law, imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to have caused or contributed to the release or threatened release of a hazardous substance into the environment. These persons include the current or past owner or operator of the disposal site or sites where the release occurred and companies that transported disposed or arranged for the disposal of the hazardous substances under CERCLA. These persons may be subject to joint and several liabilities for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. The Company is not presently aware of any potential adverse claims in this regard.  Texas Railroad Commission The State of Texas has promulgated certain legislative rules pertaining to exploration, development and production of oil and gas that are administered by the Texas Railroad Commission. The rules govern permitting for new drilling, inspection of wells, fiscal responsibility of operators, bonding wells, the disposal of solid waste, water discharge, spill prevention, liquid injection, waste disposal wells, schedules that determine the procedures for plugging and abandonment of wells, reclamation, annual reports and compliance with state and federal environmental protection laws. We believe that we will function in compliance with these rules.  Climate Change Legislation and Greenhouse Gas Regulation Many studies over the past couple decadeshave indicated that emissions of certain gases contributeto warming of the Earths atmosphere. In response to these studies, many nations have agreed to limit emissions of greenhouse gases or GHGs pursuant to the United Nations Framework Convention on Climate Change, and the Kyoto Protocol. Although the United States elected not to participate in the Kyoto Protocol, several states have adopted legislation and regulations to reduce emissions of greenhouse gases. Restrictions on emissions of methane or carbon dioxide that may be imposed in various nations and states could adversely affect our operations and demand for our products.
 7


---



The United States Supreme Court has ruled, inMassachusetts, et al. v. EPA, that the EPA abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources. As a result of the Supreme Court decisionthe EPA issued a finding that serves as the foundation under the Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and emissions limits under the Clean Air Act, even without Congressional action. As part of this array of new regulations the EPA also issued a GHG monitoring and reporting rule that requires certain parties, including participants in the oil and natural gas industry, to monitor and report their GHG emissions, including methane and carbon dioxide, to the EPA. These regulations may apply to our operations. The EPA has proposed two other rules that would regulate GHGs, one of which would regulate GHGs from stationary sources, and may affect sources in the oil and natural gas exploration and production industry and the pipeline industry. The EPAs finding, the greenhouse gas reporting rule, and the proposed rules to regulate the emissions of greenhouse gases would result in federal regulation of carbon dioxide emissions and other greenhouse gases, and may affect the outcome of other climate change lawsuits pending in United States federal courts in a manner unfavorable to our industry. Acts of Congress, particularly such astheAmerican Clean Energy and Security Act of 2009, also known as the Waxman-Markey cap-and-trade legislation, approved by the United States House of Representatives on June 26, 2009, as well as the decisions of lower courts,large numbers of states,and foreign governments which affect climate change regulation could have a material adverse effect on our business, financial condition, and results of operations.  Compliance  We believe that all of our operations are in substantial compliance with current applicable federal, state and local environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse effect on our financial position, cash flows or results of operations. There can be no assurance, however, that current regulatory requirements will not change, currently unforeseen environmental incidents will not occur or past non-compliance with environmental laws or regulations will not be discovered.  Employees  The Company currently has two employees and relies on independent contractors to assist it in managing the development of our oil and gas leases in Val Verde County. We also rely on geophysicists, geologists, attorneys, and accountants as necessary to assist us in moving our business forward.  Reports to Security Holders  The Companys annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and other information with the Securities and Exchange Commission (the Commission). The public may read and copy any materials that are filed by the Company with the Commission at the Commissions Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found athttp://www.sec.gov.
 8


---



ITEM 1A.       RISK FACTORS  The Companys operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our securities.  Risks Related to the Companys Business  The Company has a history of operating losses and such losses may continue in the future.  Since the Companys inception in 1993, our operations have resulted in a continuation of losses. We will continue to incur operating losses until such time as we begin producing oil and gas revenue, which may or may not eventuate. Should the Company fail to produce oil and gas revenue we may continue to operate at a loss and might never become profitable. The Company has a limited operating history as an oil and gas exploration company.  The Company acquired PRE Exploration on September 29, 2006, which first began oil and gas exploration during the fourth quarter of 2005. As such, our limited operating history in the oil and gas exploration sector provides an inadequate track record from which to base future projections of success.  The Company has a history of uncertainty about continuing as a going concern.  The Companys audits for the periods ended December 31, 2010 and 2009 expressed substantial doubt as to its ability to continue as a going concern dueto the lack of revenue generating activities and the accumulation of significant losses of $55,266,336 as of December 31, 2010. Unless we are able to overcome our dependence on successive financings and begin to generate revenue from operations, our ability to continue as a going concern will be in jeopardy.  The Company cannot represent that it will be successful in continuing operations.  The Company has not generated revenue from operations and may not generate revenue over the next twelve months. Since the Company may be unable to realize revenue in the near term, it will be forced to continue to raise capital to remain in operation. We have no commitments for the provision of additional capital and can offer no assurance that such capital will be available as necessary to sustain operations.  Risks Related to the Oil and Gas Industry  Oil and natural gas drilling and producing operations involve risks which could result in net losses.  Drilling activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. Wells which we drill may not be productive, and, thus, we may not be able to recover all or any portion of our investment in such wells. 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 reserves to return a profit after deducting drilling, operating and other costs. The seismic data and other technologies which we use do not allow us to know conclusively prior to drilling a well that oil or natural gas is present or may be produced economically. The cost of drilling, completing and operating a well is often uncertain, and cost factors can reduce the feasibility of a project to produce a profit. Further, our drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including:
 9


---



·unexpected drilling conditions; ·title problems; ·pressure or irregularities in formations; ·equipment failures or accidents; ·adverse weather conditions; ·compliance with environmental and other governmental requirements; and ·cost of, or shortages or delays in the availability of, drilling rigs, equipment and services.  Our operations are subject to all the risks normally incident to the operation and development of oil and natural gas properties and the drilling of oil and natural gas wells, including:  ·encountering well blowouts; ·cratering, explosions and fires; ·pipe failure; ·formations with abnormal pressures resulting in uncontrollable flows of oil and natural gas; ·brine or well fluids; and ·release of contaminants into the environment and other environmental hazards and risks.  The nature of these risks is such that some liabilities including environmental fines and penalties could exceed our ability to pay for the damages. We could incur significant costs due to these risks that could contribute to net losses.  The Company is subject to federal, state and local laws and regulations which could create liability for personal injuries, property damage, and environmental damages. Exploration and development, exploitation, production and sale of oil and natural gas in the United States is subject to extensive federal, state and local laws and regulations, including complex tax laws and environmental laws and regulations. Existing laws or regulations, as currently interpreted or reinterpreted in the future, or future laws or regulations could harm the Companys business, results of operations and financial condition. We may be required to make large expenditures to comply with environmental and other governmental regulations. Matters subject to regulation include oil and gas production and saltwater disposal operations and our processing, handling and disposal of hazardous materials, such as hydrocarbons and naturally occurring radioactive materials, discharge permits for drilling operations, spacing of wells, environmental protection, reports concerning operations, and taxation. Under these laws and regulations, we could be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, reclamation costs, remediation, clean-up costs and other environmental damages.
 10


---



Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs and reduced demand for oil and natural gas.  On December 15, 2009, the U.S. Environmental Protection Agency (EPA) officially published its findings that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to human health and the environment because emissions of such gases are contributing to warming of the Earths atmosphere and other climatic changes. These findings by the EPA allow the agency to proceed with the adoption and implementation of regulations that would restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act. In late September 2009, the EPA had proposed two sets of regulations in anticipation of finalizing its findings that would require a reduction in emissions of greenhouse gases from motor vehicles and that could also lead to the imposition of greenhouse gas emission limitations in Clean Air Act permits for certain stationary sources. In addition, on September 22, 2009, the EPA issued a final rule requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United States beginning in 2011 for emissions occurring in 2010. The adoption and implementation of any regulations over greenhouse gases could require us to incur costs to reduce emissions of greenhouse gases associated with our operations or could adversely affect demand for the oil and natural gas that we intend to produce.  On June 26, 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act of 2009, or ACESA, which would establish an economy-wide cap-and-trade program to reduce U.S. emissions of greenhouse gases including carbon dioxide and methane. ACESA would require a 17% reduction in greenhouse gas emissions from 2005 levels by 2020 and just over an 80% reduction of such emissions by 2050. Under this legislation, the EPA would issue a capped and steadily declining number of tradable emissions allowances to certain major sources of greenhouse gas emissions so that such sources could continue to emit greenhouse gases into the atmosphere. These allowances would be expected to escalate significantly in cost over time. The net effect of ACESA will be to impose increasing costs on the combustion of carbon-based fuels such as oil, refined petroleum products, and natural gas. The U.S. Senate has begun work on its own legislation for restricting domestic greenhouse gas emissions and the President Obama Administration has indicated its support of legislation to reduce greenhouse gas emissions through an emission allowance system. Although it is not possible at this time to predict when the Senate may act on climate change legislation or how any bill passed by the Senate would be reconciled with ACESA, any future federal laws or implementing regulations that may be adopted to address greenhouse gas emissions could adversely affect demand for the oil and natural gas that we intend to produce.  The results of the Companys current operations depend on the exploration and operational efforts of third parties. Our oil and gas exploration efforts through seismic exploration, processing, interpretation, drilling and operation have been performed by third parties. We will continue to be dependent on third parties as we pursue additional exploration. Despite such third parties being experienced in their respective fields, our dependence on such to initiate, determine and conduct operations could impede our prospects of success.
 11


---



Since oil and natural gas prices are volatile, any substantial decrease in prices could cause the Company to continue to operate at a loss even in the event that we are successful in producing oil and gas.  Our future financial condition, results of operations and the carrying value of our oil and natural gas properties will depend primarily upon the prices we receive for production, if any. Oil and natural gas prices historically have been volatile and are likely to continue to be volatile in the future. Our cash flow from operations will be highly dependent on the prices that we expect to receive for oil and natural gas. This price volatility also affects the amount of cash flow available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:  ·the level of consumer demand; ·the domestic supply; ·domestic governmental regulations and taxes; ·the price and availability of alternative fuel sources; ·weather conditions; and ·market uncertainty.  These factors and the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce future revenue, but could reduce the amount of oil and natural gas that we can produce economically and, as a result, could cause us to continue to operate at a loss. Should the oil and natural gas industry experience price declines, we may continue to operate at a loss even if we produce oil or gas.  Risks Related to the Companys Stock  The Company will require additional capital funding.  The Company will require additional funds, either through equity offerings, debt placements or joint ventures to develop our operations. Such additional capital will result in dilution to our current shareholders. Our ability to meet long-term financial commitments will depend on future cash. There can be no assurance that any future income will generate sufficient funds to enable us to meet our financial commitments.  The market for our stock is limited and our stock price may be volatile.  The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day. The Company does not pay cash dividends.  The Company does not pay cash dividends. We have not paid any cash dividends since inception and have no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.
 12


---



We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance. We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly.  Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.  Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline. The Companys shareholders may face significant restrictions on their stock.  The Companys stock differs from many stocks in that it is a penny stock. The Commission has adopted a number of rules to regulate penny stocks including, but not limited to, those rules from the Securities Act as follows:  3a51-1       which defines penny stock as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years; 15g-1         which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions; 15g-2         which details that brokers must disclose risks of penny stock on Schedule 15G; 15g-3         which details that broker/dealers must disclose quotes and other information relating to the penny stock market; 15g-4         which explains that compensation of broker/dealers must be disclosed; 15g-5         which explains that compensation of persons associated in connection with penny stock sales must be disclosed; 15g-6         which outlines that broker/dealers must send out monthly account statements; and 15g-9         which defines sales practice requirements.
 13


---



Since the Companys securities constitute a penny stock within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.  Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:  control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;boiler room practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; andthe wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.  ITEM 1B.        UNRESOLVED STAFF COMMENTS  Not applicable.  ITEM 2.          PROPERTIES  Oil and Gas Properties  As of the date of this current report, the Company holds an aggregate of13,341.3acres of oil and gas leases located in Val Verde County, Texas.  On March 30, 2006, PRE acquired 9,989.2 of its acres of oil and gas leases pursuant to an agreement with Global Mineral Solutions, LP (Global). Effective December 12, 2008, the terms of the leases were extended pursuant to an Agreement re Oil and Gas Lease with I.W. Carson LLC (Carson), the owner of the acreage.  Abstract
     Survey
     Block
     Original Grantee
     Acres2014
     W. pt. 10
     S-10
     Monroe Ashworth
     1,098.802301
     W. pt. 14
     S-14
     M. A. Allen
     955.402159
     NW pt. 12
     C-15
     R. A. Ashley
     126.002575
     SW pt. 12
     C-15
     R. A. Ashley
     398.301483
     10
     C-15
     E. J. Hullum
     556.851484
     11 1/2
     C-15
     M. J. Main
     556.852051
     30
     G
     C G & S F
     643.601519
     31
     G
     G C & S F
     643.602302
     16
     S-10
     E. C. Hamilton
     1,334.801518
     29
     G
     GC & SF RR Co.
     640.002387
     14
     G
     GC & SF RR Co.
     640.002059
     10
     G
     GC & SF RR Co.
     640.001509
     11
     G
     GC & SF RR Co.
     640.001489
     9
     C-15
     B P. Simmons
     1,115.00Total
     
     
     
     9,989.20
 14


---



On December 22, 2008 PRE acquired from Global an additional 3,352.1 acres of oil and gas leases underlying acreage owned by Carson.  Abstract
     Part; Section
     Block
     Original Grantee
     Acres2300
     All; 9
     S-10
     S. Bailey
     1335.802303
     All; 4
     S-10
     M. M. Norman
     1335.801922
     W/2, 3
     S-10
     H. Lawson
     680.50Total
     
     
     
     3352.10
   On February 28 , 2010, PREentered into anExtension and Amendment Re Oil and Gas Leaseswith Carson to extend the primary term of the leasesuntil February 28, 2013. The extension obligates PRE to drill two additional wells on the leases. PRE can secure the leases past February 28, 2013 with continuous development of the acreage.  Drilling Activity  During 2009 PRE engaged R.K. Ford to drill two exploratory wells to the Ellenberger formation underlying our Val Verde County leases. The Company analyzed the drill results and made a determination to complete the wells in 2011 as financing becomes available. We are now the operator for the leases and intend to complete the wells with the aid of sub-contractors. The Companys analysis of the exploratory wells has identified prospective secondary production targets in the Strawn and Pennsylvanian Wolfcamp/Canyon Sands.  PRE drilled four exploratory wells in Comanche County, Texas pursuant to our joint exploration agreement with Harding, all of which failed to produce economically recoverably quantities of oil or gas and have since been abandoned.  PRE is not in the process of installing waterfloods, performing pressure maintenance operations, or performing any other related operations of material importance.  Delivery Commitments  PRE has no contracts to provide a fixed and determinable quantity of oil or gas.
 15


---



Undeveloped Acreage  All acreage in which PRE maintains an interest is to be considered undeveloped acreage. Undeveloped acreage is considered to be those lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves. Undeveloped acreage should not be confused with undrilled acreage held by production under the terms of a lease.  Oil and Gas Reserves  The existence of oil and gas reserves for our properties had not been determined as of December 31, 2010.  Oil and Gas Titles  As is customary in the oil and gas industry, we perform only a perfunctory title examination at the time of acquisition of undeveloped properties.  Prior to the commencement of drilling, in most cases, and in any event where we are the operator, a title examination is conducted and significant defects remedied before proceeding with operations.  We believe that the title to our properties is generally acceptable to a reasonably prudent operator in the oil and gas industry.  The properties owned by us are subject to royalty, overriding royalty, and other interests customary in the industry, liens incidental to operating agreements, current taxes and other burdens, minor encumbrances, easements, and restrictions.  We do not believe that any of these burdens materially detract from the value of the properties or will materially interfere with their use in the operation of our business.  Office Facility  The Company currently maintains limited office space at 700 Lavaca Street, Suite 1400, Austin, Texas for which it pays rent of $75 a month on a recurring basis.  ITEM 3.          LEGAL PROCEEDINGS  None.  ITEM 4.          (REMOVED AND RESERVED)  Removed and reserved.  PART II  ITEM 5.          MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES  The Companys common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the Financial Industry Regulatory Authority, under the symbol PVRS. Trading in the common stock over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. These prices reflect inter-dealer prices without retail mark-up, mark-down, or commission which have been retroactively adjusted to reflect a six to one (1) consolidation of the stock effective October 8, 2010, and may not necessarily reflect actual transactions. The adjusted high and low bid prices for the common stock for each of the quarters listed below are as follows:
 16


---



Year
     Quarter Ended
     High
     Low2010
     December 31
     $0.21
     $0.10September 30
     $0.24
     $0.12June 30
     $0.24
     $0.06March 31
     $0.36
     $0.182009
     December 31
     $0.60
     $0.12September 30
     $1.08
     $0.30June 30
     $1.50
     $0.48March 31
     $2.04
     $0.96
  Capital Stock  The following is a summary of the material terms of the Companys capital stock. This summary is subject to and qualified by our articles of incorporation and bylaws.  Common Stock  As of April 15, 2011, there were 160 shareholders of record holding a total of 13,957,697 shares of fully paid and non-assessable common stock of the 250,000,000 shares of common stock, par value $0.0001, authorized. The board of directors believes that the number of beneficial owners is greater than the number of record holders because a portion of our outstanding common stock is held in broker street names for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.  Preferred Stock  As of April 15, 2011, there were no shares issued and outstanding of the 25,000,000 shares of preferred stock authorized. The par value of the preferred stock is $0.0001 per share. The Companys preferred stock may have such rights, preferences and designations and may be issued in such series as determined by the board of directors.  Warrants  As of April 15, 2011, the Company has no warrants issued and outstanding. During the year ended December 31, 2010, 52,519 common share purchase warrants expired.  Stock Options  As of April 15, 2011, the Company has 3,350,000 outstanding, vested stock options to purchase shares of our common stock. Options to purchase 350,000 share of our common stock were granted pursuant to the Providence Resources, Inc., 2008 Stock Option Plan, with an exercise price of $1.20 per share over a term of ten years from the date of each respective grant subject to the terms and conditions of the Plan and respective stock option agreements. The remaining 3,000,000 outstanding vested options to purchase shares of our common stock were granted pursuant to a stock option award agreement, with an exercise price of $0.25 per share over a term of three years from the date of grant subject to the terms and conditions of the stock option award agreement.
 17


---



Convertible Debentures and Notes  As of April 15, 2011, the Company had convertible debentures, issued as of November 30, 2010, to replace those issued on November 28, 2005, that bear interest at 10% per annum, permit the conversion of principal and interest into shares of common stock at any time on or before November 30, 2015, as follows:  Holder
     
     Amount
($)
     
     Conversion Rate (Common Shares)Desmodio Management, Inc.
     
     443,410
     
     0.24Capriccio Investments, Inc.
     
     443,410
     
     0.24FE Global Convertible Investment Ltd. (assigned by FE Global Leveraged Investment Ltd.)
     
     1,410,422
     
     0.24FE Global Undervalued Investment Ltd.
     
     287,250
     
     0.24Sunshine, Inc. (formerly First Equity Bancorp Ltd.)
     
     114,900
     
     0.24FAGEB AG
     
     1,149,001
     
     0.24Total
     
     3,848,393
  As of April 15, 2011 the Companys outstanding secured convertible promissory notes are as follows:  Holder
     
     Date Issued
     
     Amount
($)
     
     Interest
     
     Due Date
     
     Conversion Rate (Common Shares)Global Convertible Megatrend Ltd.
     
     June 25, 2010
     
     834,130
     
     10%
     
     June 25, 2015
     
     0.24Bluemont Investments Ltd.
     
     August 27, 2010
     
     266,200
     
     10%
     
     August 27, 2015
     
     0.24Global Project Finance AG *
     
     May 31, 2010
     
     1,331,000
     
     10%
     
     May 31, 2015
     
     0.24Global Convertible Megatrend Ltd.
     
     August 8, 2010
     
     1,863,000
     
     10%
     
     August 8, 2015
     
     0.24Golden Beach Company Ltd.
     
     August 8, 2010
     
     133,100
     
     10%
     
     August 8, 2015
     
     0.24CR Innovations AG*
     
     August 8, 2010
     
     798,600
     
     10%
     
     August 8, 2015
     
     0.24Global Project Finance AG*
     
     August 8, 2010
     
     532,400
     
     10%
     
     August 8, 2015
     
     0.24Global Undervalued Investment Ltd.
     
     August 15, 2010
     
     332,750
     
     10%
     
     August 15, 2015
     
     0.24FE Global Leveraged Investment Ltd.
     
     August 15, 2010
     
     332,750
     
     10%
     
     August 15, 2015
     
     0.24Miller Energy LLC
     
     April 29, 2010
     
     1,331,000
     
     10%
     
     April 29, 2015
     
     0.24Global Convertible Megatrend Ltd.
     
     February 23, 2010
     
     665,334
     
     8%
     
     February 23, 2015
     
     0.24Global Convertible Megatrend Ltd.
     
     February 26, 2010
     
     510,000
     
     8%
     
     February 26, 2015
     
     0.24FAGEB AG
     
     March 4, 2010
     
     622,401
     
     8%
     
     March 4, 2015
     
     0.24Global Convertible Megatrend Ltd.
     
     March 4, 2010
     
     530,847
     
     8%
     
     March 4, 2015
     
     0.24Total
     
     
     
     10,083,512
  * Related party convertible promissory notes.
 18


---



Dividends  The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the near future. The payment of dividends is within the discretion of the board of directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors.  There are no restrictions that currently limit the Company's ability to pay dividends on its common stock other than those generally imposed by applicable state law.  Transfer Agent and Registrar  The Companys transfer agent and registrar is Interwest Transfer, 1981 E. Murray-Holladay Road, Holladay, Utah, 84117-5164. Interwests phone number is (801) 272-9294.  Purchases of Equity Securities made by the Issuer and Affiliated Purchasers  On April 14, 2011 the Company authorized the grant of an option to purchase 3,000,000 common shares to Gilbert Burciaga at an exercise price of $0.25 per share in accord with the terms and conditions of a Resignation and Separation Agreement, pursuant to the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended (Securities Act).  The Companycomplied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering;(2) there was one offeree who is a former officer and director of the Company; (3) the offeree represented an intention not to resell the stock underlying the options; (4) there have been no subsequent or contemporaneous public offerings of securities; (5) the option is not transferable; and (6)the discussions that lead to the grant of the options took place directly between the offeree and the Company.  On December 31, 2010 the Company authorized the issuance of 625,000 shares of common stock to Christian Russenberger in exchange for $50,000at $0.08 per share,pursuant to the exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (Securities Act).  The Companycomplied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering;(2) there was one offeree who is a director of the Company; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6)the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.  Regulation S of the Securities Act provides generally that any offer or sale that occurs outside of the United States is exempt from the registration , as long as certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the issuer safe harbor), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the foregoing (the resale safe harbor). An offer, sale or resale of securities that satisfies all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.
 19


---



The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the person to whom the common shares were issued and authorized was a non-U.S. persons with an address in a foreign country.  On November 8, 2010 the Company authorized the issuance of 97,500 shares of common stock to Christian Russenberger in exchange for $7,800at $0.08 per share,pursuant to the exemptions provided by Section 4(2) and Regulation S of the Securities Act.  The Companycomplied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering;(2) there was one offeree who is a director of the Company; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6)the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.  The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the person to whom the common shares were issued and authorized was a non-U.S. persons with an address in a foreign country.  Recent Sales of Unregistered Securities  On December 31, 2011 the Company authorized the issuance of 1,152,500 shares of common stock to Carrera Investments Limited in exchange for $92,200at $0.08 per share,pursuant to the exemptions provided by Section 4(2) and Regulation S of the Securities Act.  The Companycomplied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering;(2) there was one offeree; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6)the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.  The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the person to whom the common shares were issued and authorized was a non-U.S. persons with an address in a foreign country.  On December 17, 2010 the Company authorized the issuance of 1,875,000 shares of common stock to Global Convertible Megatrend Ltd. in exchange for $150,000at $0.08 per share,pursuant to the exemptions provided by Section 4(2) and Regulation S of the Securities Act.  The Companycomplied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering;(2) there was one offeree; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6)the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.
 20


---



The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the person to whom the common shares were issued and authorized was a non-U.S. persons with an address in a foreign country.  ITEM  6.         SELECTED FINANCIAL DATA  Not required.  ITEM  7.         MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  ThisManagements Discussion and Analysis of Financial Condition andResults of Operationsand other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitledForward-Looking Statements and Factors That May Affect Future Results and Financial Conditionbelow. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.  Discussion and Analysis  During the year ended December 31, 2010 the Company was involved in (i) assessing the drilling results associated with the Carson 10-1 and Carson 12-1 wells in Val Verde County, (ii) completing the assignment of Elm Ridges interest in the Val Verde County wells and leases to PRE, the Companys wholly owned subsidiary, (iii) settling the Harding litigation related to the Comanche/Hamilton County leasehold development, (iv) seeking out prospective financing or joint venture partners to fund the completion of the Val Verde County wells, (v)  posting a bond with the Texas Railroad Commission through PRT, the Companys wholly owned subsidiary, in order to act as the operator of the current leases in anticipation of completion efforts associated with existing well bores, (vi) concluding a consolidation of the Companys common stock and (vii) satisfying continuous public disclosure requirements.  The Company intends to complete its Carson 10-1 and Carson 12-1 wells in Val Verde County, Texas, over the next twelve months and may test the Strawn formation. Efforts to complete the wells and test the Strawn formation have been delayed pending the receipt of financing commitments. Development of the Val Verde County leases going forward will be dependent on the Carson completion results. Such operations will require an additional $4,000,000 in funding. The Company does not have a commitment for this funding in place though management continues to seek out prospective investors and partners.  Ourbusiness is prone to significant risks and uncertainties thatcanhave an immediate impact on efforts to generate a positive cash flow. Since we have no assurance that future expectations of natural gas production will be realized, or that revenue realized from such anticipated production will be sufficient to support our continued operation, we will continue to rely on debt or equity financing over the near term to remain in business.We haveno commitments for additional debt or equity financing at this time though management is diligently investigating sources for such financing.
 21


---



Results of Operations  Net Income/Losses  For the period from inception until December 31, 2010, the Company incurred net losses of $55,266,336. Net losses for the year ended December 31, 2010, were $2,452,553 as compared to $8,456,429 for the year ended December 31, 2009. The decrease in net losses over the comparable periods can be attributed to lower general and administrative expenses, lower interest expenses and the absence of any impairment expense in the current period. We will continue to operate at a loss through fiscal 2010 due to the nature of our exploration and development activities and cannot determine whether we will ever generate revenue from operations.  General and Administrative Expenses  General and administrative expenses for the year ended December 31, 2010, were $1,429,127 as compared to $2,891,125 for the year ended December 31, 2009. The decrease in general and administrative expenses over the comparable periods can be primarily attributedto lower professional fees associated with settled legal proceedings. We expect that general and administrative expenses will continue todecrease in the near term as the Company is no longer incurring professional fees associated with legal proceedings.  Other Income (Expense)  Interest income for the year ended December 31, 2010, decreased to $969 from $51,018 for the year ended December 31, 2009. Interest expense for the year ended December 31, 2010, decreased to $2,319,572 from $3,220,900 for the year ended December 31, 2009.  Impairment of capital assets for the year ended December 31 , 2010,was$0 compared to $1,506,696 for the year ended December 31 , 2009.The impairmentexpensesin the previous periodwerein connection with ourCole leaseinVal Verde County. Debt extinguishment and conversion income for the year ended December 31, 2010, was $1,295,178 as compared to debt extinguishment and conversion expense of $888,726 for the year ended December 31, 2009.  Income Tax Expense (Benefit)  The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.  Impact of Inflation  We believe that inflation has had a negligible effect on operations for the years ended December 31, 2010 and 2009.  Capital Expenditures  The Company has spent significant amounts of capital for the period from inception to December 31 , 2010, on unproved oil and gas properties, pipeline construction, and related exploration costs. However, some prior oil and gas capital expenditures have been impaired and expensed during the period from inception to December 31, 2010. Unimpaired unproved oil and gas property costs as of December 31, 2010 were $9,312,095, as compared to $7,940,018 as of December 31, 2009.
 22


---







Liquidity and Capital Resources  The Company has been in the exploratory stage since inception and has experienced significant changes in liquidity, capital resources, and stockholders equity.  The Company had a working capital deficit of $119,558 at December 31, 2010. Current assets were $742 in cash. Total assets were $10,338,647 consisting of $1,025,000 in restricted cash held for the benefit of the owners of the leasehold interests held by the Company and the Texas Railroad Commission in addition to $9,312,905 in undeveloped oil and gas leases in Val Verde County, Texas. Current liabilities were $120,300, consisting of accounts payable of $26,100 and related party payables of $94,200. Total liabilities were $14,619,790 including current liabilities, accrued expenses, and long term convertible promissory notes. Total stockholders deficit was $4,432,116 as of December 31 , 2010.  For the period from inception until December 31, 2010, the Companys cash flow used in operating activities was $8,695,540. Cash flow used in operating activities for the year ended December 31, 2010, was $1,091,617 compared to $2,291,565 for the year ended December 31, 2009. The decrease in cash flow used in operating activities during the current period is primarily due to the decrease in net losses over the comparative periods. The Company had no depreciation, amortization, or impairment expenses for the year ended December 31, 2010 and $1,506,696 in depreciation, amortization, or impairment expenses for the year ended December 31 , 2009.  For the period from inception until December 31 , 2010, the Companys cash flow used in investing activities was $13,570,022. Cash flow used in investing activities for the year ended December 31, 2010 was $28,757 compared to $2,012,483 for the year ended December 31, 2009. Cash flow used ininvesting activities in periods is the result of improvements to oil and gas properties.  For the period from inception until December 31 , 2010, the Companys cash flow provided by financing activities was $23,291,304. Cash flow provided by financing activities for the year ended December 31, 2010 was $57,800 compared to $0 for the year ended December 31, 2009. Cash flow provided by financing activities was from the issuance of common stock, which proceeds were partially offset by cash flow spent on the purchase of certain outstanding shares of the Companys common stock pursuant to the terms and conditions of a legal settlement agreement.  Our current assets are insufficient to conduct exploration and development activities over the next twelve (12) months or to maintain operations. We need a minimum of $4,000,000 in debt or equity financing to fund the completion of the Carson 10-1 and Carson 12-1 wells to determine whether natural gas can be produced from these sites and to meet minimum operational requirements. However, we have no commitments or arrangements for the requisite financing, though our shareholders are the most likely source of loans or equity placements. Our inability to obtain financing would have a material adverse affect on our business operations.  We have no intention of paying cash dividends in the foreseeable future. We have no lines of credit or other bank financing arrangements in place. We have material commitments to the owners of the Val Verde County leases for future capital expenditures related to exploration activities which require us to drill two additional wells on or before February 28, 2013. The material commitment is approximately $10,000,000.


23


We have no defined benefit plan except our 2008 Stock Option Plan and currently have no contractual commitment with our sole executive office.  We have no current plans for the purchase or sale of any plant or equipment. We have no current plans to make any changes in the number of employees.  Off Balance Sheet Arrangements  The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that arematerial to stockholders.  Going Concern  The Companys auditor expressed substantial doubt as to the Companys ability to continue as a going concern as a result of reoccurring losses, lack of revenue generating activities, and an accumulated deficit of $55,266,336 as of December 31, 2010. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plan to address the Companys ability to continue as a going concern includes the completion of private equity or debt offerings, the development of natural gas exploration activities to commercial production, and the conversion of outstanding debt to equity. The successful outcome of these activities cannot be determined at this time, and there is no assurance that, if achieved, we would then have sufficient funds to execute our intended business plan or generate positive operating results.  Forward Looking Statements and Factors That May Affect Future Results and Financial Condition  The statements contained in the section titled Results of OperationsandDiscussion and Analysis,with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward looking statements made in this current report. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning: our anticipated financial performance;uncertainties related to oil and gas exploration and development;our ability to generate revenues through oil and gas production to fund future operations;movement in energy prices;our ability to raise additional capital to fund cash requirements for future operations;the volatility of the stock market; andgeneral economic conditions.  We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other that is required by law.  24


---



Stock-Based Compensation  We have adopted Accounting Standards Codification Topic (ASC) 718, Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments.  We account for equity instruments issued in exchange for the receipt of goods or services from other than employeesin accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.  Critical Accounting Policies  In the notes to the audited consolidated financial statements for the Company for the year ended December 31, 2010 and 2009 included in this Form 10-K the Company discussed those accounting policies that are considered to be significant in determining the results of operations and financial position. The Companys management believes that their accounting principles conform to accounting principles generally accepted in the United States of America.  The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.  Revenue Recognition Revenues recorded upon the completion of services, with the existence of an agreement and where collectability is reasonably assured. Oil and natural gas production revenue, if any, will be recognized at the time and point of sale after the product has been extracted from the ground.  Recent Accounting Pronouncements  Please see Note 15 to our consolidated financial statements for recent accounting pronouncements.  ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not required.  ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  Our consolidated financial statements for the years ended December 31, 2010 and 2009 are attached hereto as F-1 through F-20.




25

---



PROVIDENCE RESOURCES, INC. (An Exploratory Stage Company) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2010 and 2009    Page  Report of Independent Registered Public Accounting Firm                                                     F-2  ReportofIndependentRegisteredPublicAccountingFirm                                                           F-3  Consolidated Balance Sheets                                                                                                F-4  Consolidated Statements of Operations                                                                                  F-5  Consolidated Statement of Stockholders Equity (Deficit) and Comprehensive Loss                  F-6  Consolidated Statements of Cash Flows                                                                                 F-7  Notes to Consolidated Financial Statements                                                                            F-8  Supplementary Schedules on Oil and Gas Operations                                                              F-20    F-1


---



To the Board of Directors and Stockholders Providence Resources, Inc.   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   We have audited the accompanying consolidated balance sheets of Providence Resources, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders equity (deficit) and comprehensive loss and cash flows for each of the years in the two-year period ended December 31, 2010 and for the period February 17, 1993 (inception) to December 31, 2010. Providence Resources, Inc.s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Providence Resources, Inc. as of December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 and for the period February 17, 1993 (inception) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.  The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2, the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.    /S/BehlerMick PS Spokane, Washington April 14, 2011       F-2


---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors Providence Resources, Inc. and Subsidiaries Austin, Texas  We have audited the accompanying balance sheets of Providence Resources, Inc. and Subsidiaries(An Exploration Stage Company)at December 31, 2009 and the related statements of operations, stockholders' equity(deficit) and comprehensive loss and cash flows for the years then ended and for the cumulative period from February 17, 1993 (date of inception) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Providence Resources, Inc. and Subsidiaries at December 31, 2009, and the results of its operations and comprehensive loss and its cash flows for the years then ended and from February 17, 1993 (inception) through December 31, 2009 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 Note 2 to the financial statements, the Company has recorded significant losses from operations, and is dependent on financing to continue operations, which together raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ Chisholm, Bierwolf, Nilson & Morrill, LLC  Chisholm, Bierwolf, Nilson & Morrill, LLC Bountiful, Utah April 14, 2010      F-3


---



PROVIDENCE RESOURCES, INC.(An Exploration Stage Company)CONSOLIDATED BALANCE SHEETSDecember 31, 2010 and 2009ASSETS
     
     2010
     
     2009Current assets:Cash
     $
     742
     
     1,088,316Total current assets
     
     742
     
     1,088,316Restricted cash
     
     1,025,000
     
     1,000,000Unproved oil and gas properties, not subject to amortization
     
     9,312,905
     
     7,940,018Total assets
     $
     10,338,647
     
     10,028,334LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable
     $
     26,100
     
     1,304,263Accrued expenses
     
     -
     
     1,148,373Related party payables
     
     94,200
     
     2,225,598Current portion of long-term debt
     
     -
     
     5,752,686Total current liabilities
     
     120,300
     
     10,430,920Accrued expenses
     
     436,673
     
     369,111Related party payables
     
     2,792,912
     
     -Long-term debt, less current portion
     
     11,269,905
     
     1,340,020Total liabilities
     
     14,619,790
     
     12,140,051Commitments and contingenciesStockholders' deficit:Providence Resources, Inc. stockholders' deficit:Preferred stock, $.0001 par value, 25,000,000 sharesauthorized, no shares issued and outstanding
     
     -
     
     -Common stock, $.0001 par value, 250,000,000 sharesauthorized, 13,957,697 and 10,412,030 shares issuedand outstanding, respectively
     
     1,396
     
     1,041Additional paid-in capital
     
     51,046,717
     
     50,847,072Subscription receivable
     
     (142,200)
     
     -Deferred stock compensation
     
     (71,695)
     
     (297,022)Deficit accumulated during the development stage
     
     (55,266,334)
     
     (52,813,781)Total Providence Resources, Inc. stockholders' deficit
     
     (4,432,116)
     
     (2,262,690)Non-controlling interest
     
     150,973
     
     150,973Total stockholders' deficit
     
     (4,281,143)
     
     (2,111,717)Total liabilities and stockholders' deficit
     $
     10,338,647
     
     10,028,334
         The accompanying notes are an integral part of these financial statements. F-4


---



PROVIDENCE RESOURCES, INC.(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONSYears Ended December 31, 2010 and 2009 and Cumulative AmountsCumulative2010
     
     2009
     
     AmountsSales
     $
     -
     
     -
     
     350Cost of sales
     
     -
     
     -
     
     25,427Gross loss
     
     -
     
     -
     
     (25,077)General and administrative expenses
     
     1,429,127
     
     2,891,125
     
     15,481,823Loss from operations
     
     (1,429,127)
     
     (2,891,125)
     
     (15,506,900)Other income (expense):Interest income
     
     969
     
     51,018
     
     564,420Interest expense
     
     (2,319,572)
     
     (3,220,900)
     
     (15,284,854)Impairment of capital assets
     
     -
     
     (1,506,696)
     
     (22,897,522)Debt extinguishment and conversion income (expense)
     
     1,295,178
     
     (888,726)
     
     195,337Gain on sale of assets
     
     -
     
     -
     
     1,119,109Loss before income taxes and discontinued operations
     
     (2,452,553)
     
     (8,456,429)
     
     (51,810,411)Provision for income taxes
     
     -
     
     -
     
     -Loss from continuing operations
     
     (2,452,553)
     
     (8,456,429)
     
     (51,810,411)Loss from discontinued operations, net of tax
     
     -
     
     -
     
     (3,407,279)Net loss before cumulative effect of accounting change
     
     (2,452,553)
     
     (8,456,429)
     
     (55,217,690)Cumulative effect of accounting change, net of tax
     
     -
     
     -
     
     (102,500)Net loss
     
     (2,452,553)
     
     (8,456,429)
     
     (55,320,190)Net loss attributable to the non-controlling interest
     
     -
     
     -
     
     53,854Net loss attributable to Providence Resources, Inc.
     $
     (2,452,553)
     
     (8,456,429)
     
     (55,266,336)Loss per common share from continuing operations -basic and diluted
     $
     (0.24)
     
     (0.14)Loss per common share from discontinued operations -basic and diluted
     $
     -
     
     -Loss per common share -basic and diluted
     $
     (0.24)
     
     (0.14)Weighted average common shares outstanding -basic and diluted
     
     10,331,469
     
     62,242,156
           The accompanying notes are an integral part of these financial statements. F-5


---



PROVIDENCE RESOURCES, INC.(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIT AND COMPREHENSIVE LOSSFebruary 17, 1993 ( Date of Inception) to December 31, 2010DeficitAccumulated
     
     AccumulatedAdditional
     
     
     
     Deferred
     
     Other
     
     During theCommon Stock
     
     Paid-in
     
     Subscription
     
     stock
     
     Comprehensive
     
     DevelopmentShares
     
     Amount
     
     Capital
     
     Receivable
     
     compensation
     
     Income
     
     Stage
     
     TotalBalance at February 17, 1993 (date of inception)
     10,000
     $
     1
     $
     1,199
     $
     -
     $
     -
     $
     -
     $
     -
     $
     1,200Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (200)
     
     (200)Balance at December 31, 1993
     
     
     10,000
     
     1
     
     1,199
     
     -
     
     -
     
     -
     
     (200)
     
     1,000Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (240)
     
     (240)Balance at December 31, 1994
     
     
     10,000
     
     1
     
     1,199
     
     -
     
     -
     
     -
     
     (440)
     
     760Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (240)
     
     (240)Balance at December 31, 1995
     
     
     10,000
     
     1
     
     1,199
     
     -
     
     -
     
     -
     
     (680)
     
     520Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (240)
     
     (240)Balance at December 31, 1996
     
     
     10,000
     
     1
     
     1,199
     
     -
     
     -
     
     -
     
     (920)
     
     280Issuance of common stock for cash
     
     
     5,345
     
     1
     
     80,269
     
     -
     
     -
     
     -
     
     -
     
     80,270Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (79,763)
     
     (79,763)Balance at December 31, 1997
     
     
     15,345
     
     2
     
     81,468
     
     -
     
     -
     
     -
     
     (80,683)
     
     787Issuance of common stock for:Services
     
     
     1,083
     
     -
     
     13,000
     
     -
     
     -
     
     -
     
     -
     
     13,000Cash
     
     
     4,362
     
     -
     
     26,170
     
     -
     
     -
     
     -
     
     -
     
     26,170Additional shares due to rounding after stockafter stock split
     
     
     50
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (36,896)
     
     (36,896)Balance at December 31, 1998
     
     
     20,840
     
     2
     
     120,638
     
     -
     
     -
     
     -
     
     (117,579)
     
     3,061Rounding
     
     
     (6)
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -Issuance of common stock for:Cash
     
     
     3,750
     
     1
     
     899,999
     
     -
     
     -
     
     -
     
     -
     
     900,000Assets
     
     
     21,335
     
     2
     
     1,020,463
     
     -
     
     -
     
     -
     
     -
     
     1,020,465Net book value of Healthbridge, Inc.
     
     
     3,417
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -Dividends-in-kind
     
     
     8,367
     
     1
     
     2,008,095
     
     -
     
     -
     
     -
     
     (2,008,096)
     
     -Debt
     
     
     40,417
     
     4
     
     999,997
     
     -
     
     -
     
     -
     
     -
     
     1,000,001Reverse acquisition with Healthbridge,
Inc. and Wattmonitor, Inc.
     
     
     24,583
     
     2
     
     789,059
     
     -
     
     -
     
     -
     
     -
     
     798,061Common stock offering costs
     
     
     -
     
     -
     
     (105,000)
     
     -
     
     -
     
     -
     
     -
     
     (105,000)Reverse acquisition, retirement of old
shares of Wattmonitor, Inc.
     
     
     (24,583)
     
     (2)
     
     (915,640)
     
     -
     
     -
     
     -
     
     117,581
     
     (798,061)Share adjustment for shares previously
issued
     24
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (3,196,076)
     
     (3,196,076)Balance at December 31, 1999
     
     
     98,144
     
     10
     
     4,826,611
     
     -
     
     -
     
     -
     
     (5,204,170)
     
     377,549Balance forward, at December 31, 1999
     
     
     98,144
     
     10
     
     4,826,611
     
     -
     
     -
     
     -
     
     (5,204,170)
     
     377,549Issuance of common stock for:Debt
     
     
     5,825
     
     1
     
     349,499
     
     -
     
     -
     
     -
     
     -
     
     349,500Services
     
     
     1,833
     
     -
     
     71,200
     
     -
     
     -
     
     -
     
     -
     
     71,200Cash
     
     
     3,250
     
     -
     
     195,000
     
     -
     
     -
     
     -
     
     -
     
     195,000Accounts payable
     
     
     1,250
     
     -
     
     75,000
     
     -
     
     -
     
     -
     
     -
     
     75,000Common stock offering costs
     
     
     -
     
     -
     
     (15,600)
     
     -
     
     -
     
     -
     
     -
     
     (15,600)after stock split
     
     
     50
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (36,896)
     
     (36,896)Balance at December 31, 2000
     
     
     20,840
     
     2
     
     120,638
     
     -
     
     -
     
     -
     
     (117,579)
     
     3,061Issuance of common stock for:Services
     
     
     14,067
     
     1
     
     258,949
     
     -
     
     -
     
     -
     
     -
     
     258,950Accounts payable
     
     
     2,292
     
     -
     
     60,000
     
     -
     
     -
     
     -
     
     -
     
     60,000Debt
     
     
     6,934
     
     1
     
     249,617
     
     -
     
     -
     
     -
     
     -
     
     249,618Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (422,008)
     
     (422,008)Balance at December 31, 2001
     
     
     133,595
     
     13
     
     6,076,276
     
     -
     
     -
     
     -
     
     (6,442,723)
     
     (366,434)Rounding
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     -Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (1,221,203)
     
     (1,221,203)Other comprehensive income -cumulative foreign currencytranslation adjustment
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     4,869
     
     -
     
     4,869Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (1,216,334)Issuance of common stock for:Intellectual property
     
     
     6,250
     
     1
     
     224,998
     
     -
     
     -
     
     -
     
     -
     
     224,999Services
     
     
     23,833
     
     2
     
     806,098
     
     -
     
     -
     
     -
     
     -
     
     806,100Accounts payable and services
     
     
     833
     
     -
     
     11,000
     
     -
     
     -
     
     -
     
     -
     
     11,000Stock option compensation expense
     
     
     -
     
     -
     
     12,500
     
     -
     
     -
     
     -
     
     -
     
     12,500Balance at December 31, 2002
     
     
     164,511
     
     16
     
     7,130,872
     
     -
     
     -
     
     4,869
     
     (7,663,926)
     
     (528,169)Balance forward, December 31, 2002
     
     
     164,511
     
     16
     
     7,130,872
     
     -
     
     -
     
     4,869
     
     (7,663,926)
     
     (528,169)Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (232,560)
     
     (232,560)Other comprehensive loss -cumulative foreign currencytranslation adjustment
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (806)
     
     -
     
     (806)Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (233,366)Issuance of common stock for:Cash
     
     
     52,361
     
     5
     
     102,828
     
     -
     
     -
     
     -
     
     -
     
     102,833Services
     
     
     350
     
     -
     
     3,888
     
     -
     
     -
     
     -
     
     -
     
     3,888Debt
     
     
     256,186
     
     26
     
     475,711
     
     -
     
     -
     
     -
     
     -
     
     475,737Common stock offering costs
     
     
     -
     
     -
     
     (2,000)
     
     -
     
     -
     
     -
     
     -
     
     (2,000)Issuance of common stock options for
services
     
     
     -
     
     -
     
     15,000
     
     -
     
     -
     
     -
     
     -
     
     15,000Balance at December 31, 2003
     
     
     473,408
     
     47
     
     7,726,299
     
     -
     
     -
     
     4,063
     
     (7,896,486)
     
     (166,077)Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (311,757)
     
     (311,757)Other comprehensive income - cumulativeforeign currency translation adjustment
     -
     
     -
     
     -
     
     -
     
     -
     
     1,250
     
     -
     
     1,250Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (310,507)Issuance of common stock for:Debt conversion
     
     
     455,926
     
     46
     
     197,900
     
     -
     
     -
     
     -
     
     -
     
     197,946Services
     
     
     175,000
     
     17
     
     80,483
     
     
     
     
     
     
     
     
     
     80,500Balance at December 31, 2004
     
     
     1,104,334
     
     110
     
     8,004,682
     
     -
     
     -
     
     5,313
     
     (8,208,243)
     
     (198,138)Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (944,857)
     
     (944,857)Other comprehensive income - cumulativeforeign currency translation adjustment
     -
     
     -
     
     -
     
     -
     
     -
     
     9,057
     
     -
     
     9,057Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (935,800)Issuance of common stock for:Cash
     
     
     1,253,333
     
     126
     
     2,005,874
     
     -
     
     -
     
     -
     
     -
     
     2,006,000Debt
     
     
     389,140
     
     39
     
     350,187
     
     -
     
     -
     
     -
     
     -
     
     350,226Issuance of warrants for finders fees
     
     
     -
     
     -
     
     191,400
     
     -
     
     -
     
     -
     
     -
     
     191,400Common stock offering costs
     
     
     -
     
     -
     
     (125,400)
     
     -
     
     -
     
     -
     
     -
     
     (125,400)Balance at December 31, 2005
     
     
     2,746,807
     
     275
     
     10,426,743
     
     -
     
     -
     
     14,370
     
     (9,153,100)
     
     1,288,288Balance forward, December 31, 2005
     
     
     2,746,807
     
     275
     
     10,426,743
     
     -
     
     -
     
     14,370
     
     (9,153,100)
     
     1,288,288Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (6,761,584)
     
     (6,761,584)Other comprehensive income - cumulativeforeign currency translation adjustment
     -
     
     -
     
     -
     
     -
     
     -
     
     190
     
     -
     
     190Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (6,761,394)Issuance of common stock for:Acquisition of Providence Exploration
     
     
     3,333,333
     
     333
     
     15,999,667
     
     -
     
     -
     
     -
     
     -
     
     16,000,000Cash
     
     
     2,228,320
     
     223
     
     8,021,729
     
     -
     
     -
     
     -
     
     -
     
     8,021,952Debt
     
     
     334,130
     
     33
     
     2,071,181
     
     -
     
     -
     
     -
     
     -
     
     2,071,214Issuance of warrants with equity financing
     -
     
     -
     
     3,409,330
     
     -
     
     -
     
     -
     
     -
     
     3,409,330Issuance of warrants for finders fees
     
     
     -
     
     -
     
     122,743
     
     -
     
     -
     
     -
     
     -
     
     122,743Balance at December 31, 2006
     
     
     8,642,590
     
     864
     
     40,051,393
     
     -
     
     -
     
     14,560
     
     (15,914,684)
     
     24,152,133Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (22,204,275)
     
     (22,204,275)Other comprehensive income - cumulativeforeign currency translation adjustment
     -
     
     -
     
     -
     
     -
     
     -
     
     12
     
     -
     
     12Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (22,204,263)Issuance of common stock for:Cash
     
     
     331,250
     
     33
     
     236,667
     
     -
     
     -
     
     -
     
     -
     
     236,700Services
     
     
     241,667
     
     24
     
     284,976
     
     -
     
     -
     
     -
     
     -
     
     285,000Debt
     
     
     644,680
     
     65
     
     580,448
     
     -
     
     -
     
     -
     
     -
     
     580,513Discount on convertible notes
     
     
     -
     
     -
     
     4,091,667
     
     -
     
     -
     
     -
     
     -
     
     4,091,667Balance at December 31, 2007
     
     
     9,860,187
     
     986
     
     45,245,151
     
     -
     
     -
     
     14,572
     
     (38,118,959)
     
     7,141,750Comprehensive loss:Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (6,238,393)
     
     (6,238,393)Other comprehensive loss - cumulativeforeign currency translation adjustment
     -
     
     -
     
     -
     
     -
     
     -
     
     (14,572)
     
     -
     
     (14,572)Total comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (6,252,965)Issuance of common stock for:Services
     
     
     183,333
     
     18
     
     219,982
     
     -
     
     -
     
     -
     
     -
     
     220,000Interest on convertible debentures
     
     
     318,889
     
     32
     
     286,968
     
     -
     
     -
     
     -
     
     -
     
     287,000Stock compensation - stock options
     
     
     -
     
     -
     
     2,012,842
     
     -
     
     (522,349)
     
     -
     
     -
     
     1,490,493Discount on convertible notes
     
     
     -
     
     -
     
     2,169,590
     
     -
     
     -
     
     -
     
     -
     
     2,169,590Balance at December 31, 2008
     
     
     10,362,409
     
     1,036
     
     49,934,533
     
     -
     
     (522,349)
     
     -
     
     (44,357,352)
     
     5,055,868Balance forward, December 31, 2008
     
     
     10,362,409
     
     1,036
     
     49,934,533
     
     -
     
     (522,349)
     
     -
     
     (44,357,352)
     
     5,055,868Stock compensation - stock options
     
     
     -
     
     -
     
     -
     
     -
     
     225,327
     
     -
     
     -
     
     225,327Issuance of common stock forinterest on convertible debentures
     
     
     49,621
     
     5
     
     23,813
     
     -
     
     -
     
     -
     
     -
     
     23,818Debt extinguishment onlong term convertible debentures
     
     
     -
     
     -
     
     888,726
     
     -
     
     -
     
     -
     
     -
     
     888,726Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (8,456,429)
     
     (8,456,429)Balance at December 31, 2009
     
     
     10,412,030
     
     1,041
     
     50,847,072
     
     -
     
     (297,022)
     
     -
     
     (52,813,781)
     
     (2,262,690)Stock compensation - stock options
     
     
     -
     
     -
     
     -
     
     -
     
     225,327
     
     -
     
     -
     
     225,327Purchase and retirement of common stock
     (204,438)
     
     (20)
     
     (99,980)
     
     -
     
     -
     
     -
     
     -
     
     (100,000)Issuance of common stock forcash and subscription
     
     
     3,750,000
     
     375
     
     299,625
     
     (142,200)
     
     -
     
     -
     
     -
     
     157,800Rounding due to reverse stock split
     
     
     105
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -Net loss
     
     
     -
     
     -
     
     -
     
     -
     
     -
     
     -
     
     (2,452,553)
     
     (2,452,553)Balance at December 31, 2010
     
     
     13,957,697
     $
     1,396
     $
     51,046,717
     $
     (142,200)
     $
     (71,695)
     $
     -
     $
     (55,266,334)
     $
     (4,432,116)
 F-6


---






PROVIDENCE RESOURCES, INC.(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWSYears Ended December 31, 2010 and 2009 and Cumulative AmountsCumulative2010
     
     2009
     
     AmountsCash flows from operating activities:Net loss
     $
     (2,452,553)
     
     (8,456,429)
     
     (55,266,334)Adjustments to reconcile net loss to net cashused in operating activities:Shares and options issued for services
     
     225,327
     
     225,327
     
     2,586,147Shares issued for debt and accrued interest
     
     -
     
     -
     
     7,308,665Amortization of conversion rights on debt
     
     1,160,068
     
     2,166,912
     
     6,261,258Depreciation, amortization, and impairment
     
     -
     
     1,506,696
     
     23,154,151Non-controlling interest
     
     -
     
     -
     
     (53,854)Discontinued operations
     
     -
     
     -
     
     2,542,150(Gain) loss from debt extinguishments
     
     (1,295,178)
     
     888,726
     
     (502,722)Loss on sale of assets
     
     -
     
     -
     
     (1,119,109)Allowance for losses on receivables, net
     
     -
     
     33,123
     
     33,123(Increase) decrease in:Receivables and prepaid expenses
     
     -
     
     172,971
     
     144,893Inventory
     
     -
     
     -
     
     374,515Increase (decrease) in:Accounts payable
     
     17,015
     
     170,621
     
     1,918,302Accrued expenses
     
     1,159,504
     
     1,053,988
     
     3,728,763Related party payables
     
     94,200
     
     (53,500)
     
     194,512Net cash used in operating activities
     
     (1,091,617)
     
     (2,291,565)
     
     (8,695,540)Cash flows from investing activities:Advances to PRE Exploration prior to acquisition
     
     -
     
     -
     
     (8,886,761)Cash of PRE Exploration on acquisition date
     
     -
     
     -
     
     73,271Acquisition of property and equipment and intangibles
     
     (28,757)
     
     (2,086,860)
     
     (12,285,593)Proceeds from sale of assets
     
     -
     
     -
     
     7,212,800Payments received on notes receivable
     
     -
     
     74,377
     
     316,877Issuance of notes receivable
     
     -
     
     -
     
     (616)Net cash used in investing activities
     
     (28,757)
     
     (2,012,483)
     
     (13,570,022)Cash flows from financing activities:Proceeds from long-term debt
     
     -
     
     -
     
     10,047,172Issuance of common stock
     
     157,800
     
     -
     
     13,505,779Purchase of common stock
     
     (100,000)
     
     -
     
     (100,000)Commissions paid to raise convertible debentures
     
     -
     
     -
     
     (41,673)Minority investment in subsidiary
     
     -
     
     -
     
     136,915Payments on long-term debt
     
     -
     
     -
     
     (256,889)Net cash provided by financing activities
     
     57,800
     
     -
     
     23,291,304Net increase (decrease) in cash
     
     (1,062,574)
     
     (4,304,048)
     
     1,025,742Cash, beginning of period
     
     2,088,316
     
     6,392,364
     
     -Cash, end of period
     $
     1,025,742
     
     2,088,316
     
     1,025,742
                    The accompanying notes are an integral part of these financial statements. F-7


---





PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 1  Organization and Summary of Significant Accounting Policies  Organization  The consolidated financial statements consist of Providence Resources, Inc. (Providence Resources) and its wholly owned subsidiary PRE Exploration, LLC (PRE).  PRE has three subsidiaries: PDX Drilling I, LLC (PDX) and PRT Holdings, LLC (PRT) are wholly owned and Comanche County Pipeline, LLC (CCP) is ninety percent owned.  Collectively, these entities are referred to as the Company.  The Company was organized on February 17, 1993 (date of inception) under the laws of the State of Texas. PRE was formed to acquire leases in Texas for oil and gas exploration and development. PDX was formed to acquire drilling and service rigs for the purpose of drilling oil and gas wells in Texas. CCP was formed for constructing an oil and gas pipeline. PRT has been without operations since inception. PDX and CCP had no activity in 2010.  PRE is involved in exploration activities for the recovery of oil or natural gas products from the Ellenburger carbonate, Strawn carbonate, and Pennsylvanian-Wolfcamp sandstone reservoirs underlying approximately 13,341 gross acres of oil and gas leases in Val Verde County, Texas.  The Company is an exploration stage company as defined by applicable accounting standards.  Principles of Consolidation  The consolidated financial statements include the accounts of Providence Resources and its subsidiaries. All significant intercompany balances and transactions have been eliminated.  Reclassifications  Certain amounts in the 2009 financial statements have been reclassified to conform to the 2010 presentation.  Use of Estimates in the Preparation of Financial Statements  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 revenues and expenses during the reporting period. Actual results could differ from those estimates.  Cash and Cash Equivalents  For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original or current maturity of three months or less to be cash equivalents.  F-8


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 1  Organization and Summary of Significant Accounting Policies(continued)  Unproved Oil and Gas Properties, Not Subject to Amortization  The Company follows the full cost method of accounting for exploration and development of oil and gas properties whereby all costs in acquiring, exploring and developing properties are capitalized, including an estimate of abandonment costs, net of estimated equipment salvage costs, and subjected to a quarterly impairment test, based on the estimated net realizable value of the property. Management records the impairment of its unproved oil and gas properties at the time impairment appears to exist.  No costs related to production, general corporate overhead, or similar activities have been capitalized. As of December 31, 2010 and 2009, the Company only has capitalized costs of unproved properties acquired and related exploration costs. Leasehold costs are depleted based on the units-of-production method based on estimated proved reserves. No proven reserves currently exist for the Company and therefore no depletion has been taken as of December 31, 2010 and 2009.  Convertible Debts  In accordance with ASC 470-20, the Company calculates the value of any beneficial conversion features embedded in its convertible debts. If the debt is contingently convertible, the intrinsic value of the beneficial conversion feature is not recorded until the debt becomes convertible.  Convertible debts are split into two components: a debt component and a component representing the embedded derivatives in the debt. The debt component represents the Companys liability for future interest coupon payments and the redemption amount. The embedded derivatives represent the value of the option that debt holders have to convert into ordinary shares of the Company.  If the number of shares that may be required to be issued upon conversion of the convertible debt is indeterminate, the embedded conversion option of the convertible debt is accounted for as a derivative instrument liability rather than equity in accordance with ASC 815-40.  The debt component of the convertible debt is measured at amortized cost and therefore increases as the present value of the interest coupon payments and redemption amount increases, with a corresponding charge to finance cost  other than interest. The debt component decreases by the cash interest coupon payments made. The embedded derivatives are measured at fair value at each balance sheet date, and the change in the fair value is recognized in the income statement.  Income Taxes  Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or noncurrent, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse.  If the Company has uncertain tax positions, they are evaluated by management and a loss contingency is recognized when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimation and management judgment, and the amount ultimately sustained for an uncertain tax position could differ from the amount recognized. As of December 31, 2010, management did not identify any uncertain tax positions. The tax years previous to 2006 are closed to examination by the Internal Revenue Service. F-9


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 1  Organization and Summary of Significant Accounting Policies(continued)  Concentration of Credit Risk  The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. All bank deposits of the company are fully insured by its banks.  Revenue Recognition  Revenues are recorded upon the completion of the services, with the existence of an agreement and where collectability is reasonably assured. Oil and natural gas production revenue will be recognized at the time and point of sale after the product has been extracted from the ground.  Stock-Based Compensation  The Company records stock-based compensation in accordance with ASC 718 which requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. Under ASC 718, the Companys volatility is based on the historical volatility of the Companys stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Companys expected stock price volatility over a period equal to or greater than the expected life of the options. Changes in the subjective assumptions can materially affect the estimated value of the Companys employee stock options.  The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.  Earnings Per Share  The computation of basic earnings per common share is based on the weighted average number of shares outstanding during each year.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is anti-dilutive. In 2010 and 2009, the Companys common stock equivalents were anti-dilutive. Common stock equivalents that could potentially dilute earnings per share in the future are the common stock options and warrants and convertible debts representing approximately 76,000,000 shares.   F-10


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 2  Going Concern  As of December 31, 2010, the Companys anticipated revenue generating activities have not begun, resulting in negative cash flows from operations, losses of approximately $55,000,000 since inception and negative working capital. These factors raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of assets that might be necessary if the Company is unable to continue as a going concern.  The Company will require additional funding over the next twelve months in the form of debt or equity financing. However, the Company has no financing in place and has no assurance that it will be able to generate funding sufficient to fund business operations. Unless the Company is able to generate funding in the near term, its ability to continue as a going concern will be in doubt.   Note 3  Restricted Cash  During 2010, PRE extended its Carson acreage leases until February 29, 2013. The extension obligates PRE to drill two additional wells on the Carson acreage. PRE can secure the leases past February 29, 2013 with continuous development of the acreage.  Per the leases terms, PRE has deposited $1,000,000 with a bank, and these funds must be held in escrow until the Company drills the two additional wells. Correspondingly, the bank has issued a $1,000,000 letter of credit to Carson.  During 2010, the Company arranged a $25,000 letter of credit with the same bank by collateralizing the first $25,000 in PRIs checking account for the benefit of PRT to be qualified as an oil and gas wells operator with the Texas Railroad Commission.  As of December 31, 2010 no funds had been drawn against these letters of credit.   Note 4  Long-Term Debt  Convertible Debentures  The Company issued seven convertible debenture certificates for the total principal sum of $3,320,000 due in full with accrued interest on November 30, 2010. On November 30, 2010, these debentures and related accrued interest were refinanced in the form of new debentures. The new debentures bear interest at 10% per annum, are due on or before November 30, 2015, and have the option to convert all or part of the principal and accrued interest into common shares of the Company at $0.24 per share at any time prior to maturity. The convertible debentures are secured by substantially all of the Companys assets.          F-11


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 4  Long-Term Debt(continued)  Convertible Debentures (continued)  Convertible debentures consist of:  2010
     
     2009Total convertible debentures
     $
     3,848,393
     
     3,320,000Less current portion
     
     -
     
     (3,320,000)$
     3,848,393
     
     -
  Long-Term Convertible Promissory Notes  Long-term convertible promissory notes consist of:  2010
     
     2009Convertible Promissory Notes Payable  secured, maturing between March 2010 and August 2010, including interest ranging from 8% to 10%, and convertible at $0.48 per common share.
     $
     -
     
     3,919,362Convertible Promissory Notes Payable  most are secured and some are unsecured notes with carried interests, maturing between February 2015 and August 2015, including interest ranging from 10% to 12%, and convertible at $0.24 per common share, and with anti-dilution features.
     
     7,421,512
     
     -7,421,512
     
     3,919,362Less unamortized discount
     
     -
     
     (846,656)7,421,512
     
     3,072,706Less current portion
     
     -
     
     (2,232,686)$
     7,421,512
     
     840,020
  During 2010 principal of $4,619,362 and related accrued interest on certain long-term notes payable and long-term convertible promissory notes were refinanced in the form of new long-term convertible promissory notes.  Notes identified above as being secured are collateralized by one or more of the following:  ·All seismic data obtained in connection with the 3D Seismic Project Proposal and Agreement between the Company and TRNCO Petroleum Corporation which seismic data may not be shared with any third party without the express written consent of the holder of the note. ·Any and all proceeds arising from or attributable to the assets. ·Oil and gas lease interests held by the Company. ·Properties, rights, and assets of the Company. F-12


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 4  Long-Term Debt(continued)  Long-Term Convertible Promissory Notes (continued)  The fair values of the conversion options are recorded as discounts on the face values of the notes and are $0 and $846,656 at December 31, 2010 and 2009, respectively. These amounts are amortized using the straight-line method over the term of the notes.  During the year ended December 31, 2010, the Company recorded $846,656 as interest expense due to amortization of the discounts.  Long-Term Notes Payable  Long-term notes payable consist of:  2010
     
     2009Note Payable  Bluemont Investment Ltd, payable in full by August 27, 2010 including interest at 10%.
     $
     -
     
     200,000Note Payable - Global Convertible Megatrend Ltd., unsecured, principal payable in full on February 23,    2010, interest at 10% and payable at the end of each fiscal quarter, accrued interest convertible to common shares at $0.48 per share.
     
     -
     
     500,000-
     
     700,000Less current portion
     
     -
     
     (200,000)$
     -
     
     500,000
  On February 23, 2010 the long-term notes payable and related accrued interest were refinanced in the form of long-term convertible promissory notes.  Summary  A summary of long-term debt is as follows:  $
     2010
     
     2009Convertible debentures
     
     3,848,393
     
     3,320,000Long-term convertible promissory notes
     
     7,421,512
     
     3,072,706Long-term notes payable
     
     -
     
     700,00011,269,905
     
     7,092,706Less current portion
     
     -
     
     (5,752,686)$
     11,269,905
     
     1,340,020
  Accrued interest related to long-term debts is included with Accrued Expenses on the Balance Sheets and amounts to $436,673 and $1,517,484 as of December 31, 2010 and 2009, respectively. F-13


---



PROVIDENCE RESOURCES INC. (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2010 and 2009  Note 5  Related Party Transactions  The Company has an agreement with Nora Coccaro, a director of the Company, for consulting services. The agreement has an automatic renewal provision unless terminated by either party. During the year ended December 31, 2010 and 2009, the Company recognized consulting expense of $120,480 and $118,000 respectively.  The Company has an agreement with Gil Burciaga as the Companys president, CEO, and director. The agreement provides for an annual base salary of $150,000, incentive stock options for 1,700,000 shares of common stock, tenure stock options for 5,650,000 shares of common stock.  The term of the agreement is for four years and expires in April 2011.  During the year ended December 31, 2010 and 2009, the Company recognized consulting expense of $150,000 and $150,000 respectively to Gil Burciaga. During 2010 and 2009, the Companys board of directors authorized cash bonuses to Gil Burciaga of $0 and $150,000 respectively.     Note 6  Related Party Payables  Related party payables consist of:  $
     2010
     
     2009Convertible Promissory Notes Payable  secured, maturing between May 2015 and August 2015, including interest at 10%, and convertible at $0.24 per common share, and with anti-dilution features.
     
     2,662,000
     
     -Convertible Promissory Notes Payable  secured, maturing between May 2010 and August 2010, including interest at 10% and convertible at $0.48 per common share.
     
     -
     
     2,000,000Accrued interest on related party convertible promissory notes payable
     
     130,912
     
     539,010Amounts due to directors of the Company for consulting fees.
     
     94,200
     
     -2,887,112
     
     2,539,010Less unamortized discount
     
     -
     
     (313,412)2,887,112
     
     2,225,598Less current portion
     
     (94,200)
     
     (2,225,598)$
     2,792,912
     
     -
    F-14


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 6  Related Party Payables(continued)  During 2010, principal of $2,000,000 and related accrued interest on all related party convertible promissory notes were refinanced in the form of new related party convertible promissory notes.  Notes identified above as being secured are collateralized by one or more of the following:  ·All seismic data obtained in connection with the 3D Seismic Project Proposal and Agreement between the Company and TRNCO Petroleum Corporation which seismic data may not be shared with any third party without the express written consent of the holder of the note. ·Any and all proceeds arising from or attributable to the assets. ·Oil and gas lease interests held by the Company. ·Properties, rights, and assets of the Company.  The fair values of the conversion options are recorded as discounts on the face values of the notes and are $0 and $313,412 at December 31, 2010 and 2009, respectively. These amounts are amortized using the straight-line method over the term of the notes.  During the year ended December 31, 2010, the Company recorded $313,412 as interest expense due to amortization of the discounts.   Note 7  Reverse Stock Split  On August 31, 2010, the stockholders of the Company approved a 1 for 6 reverse stock split. All common share amounts and per share information have been retroactively adjusted to reflect this reverse common stock split in the accompanying financial statements.   Note 8  Supplemental Cash Flow Information  Actual amounts paid for interest and income taxes are as follows:  2010
     
     2009Interest
     
     
     
     
     $
     -
     
     -Income tax
     
     
     
     
     $
     -
     
     -
  During the year ended December 31, 2010, the Company:  ·Extended the Carson oil and gas leases in exchange for long-term convertible promissory notes of $1,344,130. ·Converted accrued interest expense of $2,648,413 into principal on long-term convertible promissory notes, long-term notes payable, and long-term convertible debentures. ·Recognized debt extinguishment income of $1,295,178 related to the discharge of accounts payable.     F-15


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 8  Supplemental Cash Flow Information(continued)  During the year ended December 31, 2009, the Company:  ·Recorded an impairment loss of $1,506,696 related to the expiration of an oil and gas lease. ·Issued 297,725 shares of common stock to extinguish $23,818 in accrued interest on convertible debentures.   Note 9  Income Taxes  The difference between income taxes at statutory rates and the amount presented in the financial statements is a result of the following:  Years Ended December 31,
     
     Cumulative2010
     
     2009
     
     AmountsFederal tax benefit at statutory rate
     
     $
     (834,000)
     
     (2,875,000)
     
     (18,099,000)Change in valuation allowance
     
     
     
     834,000
     
     2,875,000
     
     18,099,000$
     -
     
     -
     
     -
  Deferred tax assets are as follows:  2010
     
     2009Net operating loss carryforwards
     
     $
     18,099,000
     
     17,265,000Valuation allowance
     
     
     
     (18,099,000)
     
     (17,265,000)$
     -
     
     -
  The Company has net operating loss carryforwards of approximately $55,000,000, which begin to expire in the year 2014. The amount of net operating loss carryforwards that can be used in any one year will be limited by significant changes in the ownership of the Company and by the applicable tax laws which are in effect at the time such carryforwards can be utilized.   Note 10  Preferred Stock  The Companys preferred stock may have such rights, preferences, and designations and may be issued in such series as determined by the Board of Directors. No shares were issued and outstanding at December 31, 2010.         F-16


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 11  Common Stock Options and Warrants  Common stock options and warrants are as follows:  ExerciseNumber of
     
     PriceOptions
     
     Warrants
     
     Per ShareOutstanding at January 1, 2009
     
     
     
     1,933,333
     
     1,211,275
     $
     1.20 - 6.00Expired
     
     
     
     
     
     -
     
     (1,158,756)
     
     4.32 - 6.00Outstanding at December 31, 2009
     
     1,933,333
     
     52,519
     
     1.20 - 1.80Expired
     
     
     
     
     
     -
     
     (52,519)
     
     1.80Outstanding at December 31, 2010
     
     1,933,333
     
     -
     $
     1.20
  The following table summarizes information about common stock options outstanding at December 31, 2010:  Outstanding
     
     ExercisableExercise Price
     
     Number Outstanding
     
     Weighted Average Remaining Contractual Life (Years)
     
     Weighted Average Exercise Price
     
     Number Exercisable
     
     Weighted Average Exercise Price$ 1.20
     
     1,933,333
     
     7.6
     
     $ 1.20
     
     1,875,000
     
     $ 1.20
  At December 31, 2010 there was $71,694 of unrecognized compensation costs related to non-vested share based compensation arrangements granted under the Companys 2008 Stock Option Plan. Those costs are expected to be recognized during the quarter ended March 31, 2011.  Note 12  Commitments and Contingencies  The Company has a royalty commitment of 25% of net revenue on certain oil and gas leases.   Note 13  Fair Value of Financial Instruments  None of the Companys financial instruments, which are current assets and liabilities that could be readily traded, are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2010 does not differ materially from the aggregate carrying value of its financial instruments recorded in the accompanying consolidated balance sheets.    F-17


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 14  Subsequent Events  The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued. Except as noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.  During April 2011, the Company granted an option to purchase 3,000,000 shares of its common stock to a former director and officer for a period of three years from the date of grant at an exercise price of $0.25 per share in connection with a resignation and settlement agreement.  During January and February 2011, the Company received payment in full for subscriptions receivable in the amount of $142,200.   Note 15  Recent Accounting Pronouncements  In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU 2009-13. ASU 2009-13 establishes the accounting and reporting guidance for arrangements that include multiple revenue-generating activities, and provides amendments to the criteria for separating deliverables, and measuring and allocating arrangement consideration to one or more units of accounting. The amendments in ASU 2009-13 also establish a hierarchy for determining the selling price of a deliverable. Enhanced disclosures are also required to provide information about a vendors multiple-deliverable revenue arrangements, including information about the nature and terms of the arrangement, significant deliverables, and the vendors performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or January 1, 2011 for us. Early application is permitted. The adoption of ASU 2009-13 will not have a material impact on our financial position or results of operations.  In July 2010, FASB issued ASU No. 2010-20 Disclosures about the credit quality of financing receivables and the allowance for credit losses, which requires expanded disclosures about the credit quality of an entitys financing receivables and its allowance for credit loss on a disaggregated basis. This ASU is effective for annual reporting periods ending on or after December 15, 2011. The Company does not expect the adoption of this ASU will have a material impact on the Companys consolidated financial statements.             F-18


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010 and 2009

Note 15  Recent Accounting Pronouncements(continued)  In April 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-13, Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (ASU 2010-13). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (ASC) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entitys equity securities trade shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations.  Other new pronouncements issued but not effective until after January 1, 2011 are not expected to have a significant effect on our financial position or results of operations. F-19


---







PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

SUPPLEMENTARY SCHEDULES ON OIL AND GAS OPERATIONS

December 31, 2010 and 2009

Supplemental Oil and Gas Information  ASC 932  The Company has no proved reserves and no oil and gas production and therefore has not presented the information required under ASC 932 for proved reserves.  Capitalized Costs  December 31,2010
     
     2009Proved oil and gas properties
     
     
     $
     -
     
     -Unproved oil and gas properties
     
     
     
     9,312,905
     
     7,940,018Total capital costs
     
     
     
     9,312,905
     
     7,940,018Accumulated depletion
     
     
     
     -
     
     -Net capitalized costs
     
     
     $
     9,312,905
     
     7,940,018
   Costs Incurred  December 31,2010
     
     2009Acquisitions:Proved reserves
     
     
     $
     -
     
     -Unproved reserves
     
     
     
     -
     
     149,661Total acquisitions
     
     
     
     -
     
     149,661Exploration costs
     
     
     
     -
     
     -Development costs
     
     
     
     1,372,887
     
     1,937,199Asset retirement obligations
     
     
     
     -
     
     -Total costs incurred
     
     
     $
     1,372,887
     
     2,086,860
 F-20


---



ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  None.  ITEM 9A.       CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  In connection with the preparation of this annual report, an evaluation was carried out by the Companys management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this report. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commissions rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.  Based on that evaluation, the Companys management concluded, as of the end of the period covered by this report, that the Companys disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commissions rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.  Managements Report on Internal Control over Financial Reporting  The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process, under the supervision of the chief executive officer and chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP).  Internal control over financial reporting includes those policies and procedures that:  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Companys assets;Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; andProvide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.   26


---



The Companys management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment did not identify any material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did not identify any material weaknesses, management considers its internal control over financial reporting to be effective.  This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only managements report in this annual report.  Changes in Internal Controls over Financial Reporting  During the period ended December 31, 2010, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.  ITEM 9B.        OTHER INFORMATION  None.  PART III  ITEM 10.        DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Officers and Directors  The following table sets forth the name, age and position of each director and executive officer of the Company:  Name
     Age
     Year
Elected/Appointed
     Positions HeldMarkus Mueller
     52
     2003
     Chairman of the board of directorsNora Coccaro
     54
     1999
     DirectorChristian Russenberger
     42
     2008
     CEO, CFO, PAO and director
  Markus Muellerwas appointed to the Companys board of directors on May 28, 2003.  Mr. Mueller currently acts as a director of Scherrer & Partner Portfolio Management AG Zurich and of First Equity Securities AG Zurich. He has held these positions since August of 2000. Both companies are involved in asset management for private clients and the management of investment funds. Prior to Mr. Muellers current engagements he acted as a director of Jefferies AG Zurich (1995 to 2000) and as the managing director of Jefferies Management AG Zug (1995 to 2000). The Jefferies companies are also involved in asset management for private clients. 27


---



Nora Coccarowas appointed to the Companys board of directors on November 16, 1999.  Ms. Coccaro was appointed as chief executive officer, chief financial officer, and principal accounting officer on November 16, 1999, and resigned from these positions on July 2, 2007, at which time she was appointed as Vice-President of Corporate Affairs.  Ms. Coccaro attended medical school at the University of Uruguay before becoming involved in the management of public entities. Ms. Coccaro has also served as officer and/or director with the following companies:  ·an officer and director (November 2005 to September 2008) of ASP Ventures, Inc., an OTC: BB quoted company without operations, ·an officer and director (December 2005 to September 2008) of Newtech Resources, Inc., an OTC:BB quoted company without operations, and ·an officer and director (March 2007 to September 2008) of Enwin Resources, Inc, an OTC: BB quoted company without operations. ·an officer and director (January 2000 to June 2007) of Sibling Entertainment Corp. (formerly Sona Development Corp.) an OTC: BB quoted company formerly without operations, and ·an officer and director (February 2000 to January 2004) of SunVesta Inc. (formerly OpenLimit, Inc.), an OTC: BB quoted company formerly involved in credit card encryption technology, and ·a director (February 2004 to March 2007) of Solar Energy Limited an OTC:BB quoted company involved in the development of alternative sources of energy.  Between September 1998 and December 2005 Ms. Coccaro acted as the Consul of Uruguay to Western Canada.  Christian Russenbergerwas appointed to the Companys board of directors on March 31, 2008 and as its CEO, CFO and PAO on April 14, 2011.  Mr. Russenberger is the sole owner and director of CR Innovations Holding AG, CR Innovations AG (financial consulting), Global Project Finance AG (long term investments), and Profumeria.ch AG.  Since 2004 Mr. Russenberger has been involved in the management and direction of each of these companies. Prior to his current experience Mr. Russenberger worked with Finter Bank in Zurich, Switzerland (1993 to 2004) as a relationship manager and analyst. Before joining Finter Bank, Mr. Russenberger worked in Zurich as an analyst with Anlage-und Kreditbank AKB (1991 to 1993) and Bank Leu AG (1990 to 1991).  No persons other than executive officers or directors of the Company are expected to make any significant contributions to management.  Term of Office  Our directors are appointed for staggered terms of one (1) year, two (2) years and three (3) years to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our executive officers are appointed by our board of directors and hold office until removed by the board.  Family Relationships  There are no family relationships between or among the directors or executive officers.  28


---



Involvement in Certain Legal Proceedings During the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation of the ability or integrity of any of the Companys directors, persons nominated to become directors or executive officers. Compliance with Section 16(A) of the Exchange Act  Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are unaware persons who, during the period ended December 31, 2010, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934, except the following:  ·Gilbert Burciaga ·Christian Russenberger  Code of Ethics  The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this form 10-K. Further, our Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting us.  Board of Directors Committees  The board of directors has not established an audit committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committees responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be required to establish an audit committee. The board of directors has not established a compensation committee.  Director Compensation  During the year ended December 31, 2010 the Company did not compensate it directors for their services as directors.  During the year ended December 31, 2010, the Company compensated one of its former directors pursuant to an employment agreement for his services as chief executive officer and compensated one of its directors pursuant to a consulting agreement for her services as vice-president of corporate affairs.  The following table provides summary information for the year ended December 31, 2010 concerning cash and non-cash compensation paid or accrued bythe Companyto or on behalf of its directors.    29


---



Directors Summary Compensation TableName
     Fees earned or paid in cash
($)
     Stock awards
($)
     Option
Awards
($)
     Non-equity incentive plan compensation
($)
     Nonqualified deferred compensation
($)
     All other compensation
($)
     Total
($)Markus Mueller, chairman
     -
     -
     -
     -
     -
     - ***
     -Nora Coccaro
     120,480*
     -
     -
     -
     -
     -
     120,480Gilbert Burciaga
     150,000**
     -
     225,327
     -
     -
     -
     375,327Christian Russenberger
     -
     -
     -
     -
     -
     - ***
     -
 *      Pursuant to a consulting agreement; amount paid for Ms. Coccaros services as vice-president of corporate affairs. **Pursuant to an employment agreement; amount paid or accrued to Mr. Burciagas for services as chief executive officer; resigned as officer and director on April 14, 2011. ***On April 30, 2009 Mr. Mueller and Mr. Russenberger entered into an agreement with the Company whereby the Company agreed to pay the directors legal costs related to a third-party claim against Abram Janz (see Item 3. Legal Proceedings) in exchange for 100% of the recovered damages. The legal proceedings were concluded in 2010.   ITEM 11.        EXECUTIVE COMPENSATION  Compensation Discussion and Analysis  The objective of the Companys compensation program is to incentivize our chief executive officer for services rendered that includes a salary, stock options awards, and at the sole discretion of the Company, an annual bonus. We utilize these forms of compensation because the Company feels that these compensatory elements are adequate to retain and motivate its chief executive officer. The amounts we have deemed appropriate to compensate our chief executive officer were determined in accordance with compensatory packages similar to other development stage exploration companies though it is based on no specific formula. While we have determined that our compensatory program is appropriately suited to accomplishing our current objectives, we may in the future expand our compensation program to include additional benefits.  Executive compensation paid or accrued to our former chief executive officer for the year ended December 31, 2010 was $375,327 as compared to $525,327 for the year ended December 31, 2009. The decrease in executive compensation over the comparative periods is attributable to a decision not to award any bonus compensation in 2010. The decision not to award a cash bonus to our former chief executive officer in 2010 can be attributed to fiscal constraints due to the non-productive nature of drilling activities to date. We expect that future executive compensation for our current chief executive officer will fluctuate from that paid this year ended based on the prospect of additional stock options and the results of operations moving forward.  Compensation paid to our vice-president of corporate affairs for the year ended December 31, 2010 was $120,480 as compared to $118,000 for the year ended December 31, 2009. The increase in compensation over the comparative periods is attributed to a salary increase. We expect future compensation for our vice-president of corporate affairs to remain relatively consistent with that amount paid this year.  Tables  The following table provides summary information for the years 2010 and 2009 concerning cash and non-cash compensation paid or accrued bythe Companyto or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of $100,000.  30


---



Executives Summary Compensation TableName and Principal Position
     Year
     Salary
($)
     Bonus
($)
     Stock Awards
($)
     Option
Awards
($)
     Non-Equity Incentive Plan Compensation
($)
     Change in Pension Value and Nonqualified Deferred Compensation
($)
     All Other Compensation
($)
     Total
($)Gilbert Burciaga: CEO, CFO, PAO and director*
     2010
2009
     150,000
150,000
     -
150,000
     -
-
     225,327
225,327
     -
-
     -
-
     -
-
     375,327
525,327Nora Coccaro:
Vice-
President of Corporate Affairs and
Director.
     2010
2009
     120,480    118,000
     -
-
     -
-
     -
-
     -
-
     -
-
     -
-
     120,480
118,000
 *Resigned as officer and director on April 14, 2011.  The following table provides summary information for the year ended December 31, 2010, concerning unexercised options, stock that has not vested, and equity incentive plan awards bythe Companyto or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of $100,000:  Outstanding Equity Awards at Fiscal Year-EndOption awards
     Stock awardsName
     Number of securities underlying unexercised options
(#) exercisable
     Number of securities underlying unexercised options
(#) unexercisable
     Equity incentive plan awards: number of securities underlying unexercised unearned options
(#)
     Option exercise price
($)
     Option expiration date
     Number of shares or units of stock that have not vested
(#)
     Market value of shares or units of stock that have not vested
(#)
     Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
(#)
     Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
($)Gilbert Burciaga
     1,525,000
     58,334
     -
     1.20
     June 12, 2018
     -
     -
     -
     -Nora Coccaro
     91,667
     -
     -
     1.20
     June 12, 2018
     -
     -
     -
     -
  The Company had a consulting agreement with its executive officer, effective May 1, 2007, through April 30, 2011, for (i) an annual salary of $150,000, (ii) at the Companys discretion, an annual bonus and (iii) performance, tenure, and incentive stock options. The agreement was terminated on April 14, 2011.  The Company has no plans that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement.  The Company has no agreement that provides for payment to our current executive officer at, following, or in connection with the resignation, retirement or other termination, or a change in control of Company or a change in our executive officer's responsibilities following a change in control. 31


---



ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  The following table sets forth certain information concerning the ownership of the Companys 13,957,697shares of common stock issued and outstanding as of April 15, 2011 with respect to: (i) all directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group.  Names and Addresses of Managers and Beneficial Owners
     Title of
Class
     Number of Shares
     Percent of
ClassChristian Russenberger*
CEO, CFO, PAO and director
Meierhofrain 36, CH-8820
Wädenswil, Switzerland
     Common
     909,167
(116,667 options and
11,091,666 convertible shares)
     6.5%Markus Mueller, director
Bleicherweg 66, CH-8022
Zurich, Switzerland
     Common
     1,405,731
(116,667 options)
     10.1%Nora Coccaro, director
Rio Negro 1245, Apartment 102
Postal Code 1100, Montevideo, Uruguay
     Common
     75,587
(91,667 options)
     0.5%Officer and directors (three) as a group
     Common
     2,390,485
     17.1%
 *  Christian Russenberger is the owner of 722,500 common shares and 116,667 options and is considered the beneficial owner of (i) 186,667 common shares and $1,863,400 in debt convertible into 7,764,166 common shares held by Global Project Finance AG and (ii) $798,600 in debt convertible into 3,327,500 common shares held by CR Innovations AG.  ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE  Certain Relationships and Related Transactions  None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us except the following consulting fees, bonus and option grants:  ·Gilbert Burciaga, our former sole executive officer and a former director, entered into an employment agreement dated effective May 1, 2007 pursuant to which he accrued $150,000 in consulting fees for the annual period ended December 31, 2010. Mr. Burciaga had further vested an additional 183,334 stock options to purchase shares of the Companys common stock at an exercise price of $1.20 exercisable for ten years from the date of grant as of the year ended December 31, 2010. On April 14, 2011 Mr. Burciaga, in connection with his resignation, agreed to cancel his outstanding options in exchange for the option to purchase 3,000,000 common shares for a period of three years from the date of grant at an exercise price of $0.25 per share. ·Nora Coccaro, vice-president of corporate affairs and a director, pursuant to a consulting agreement dated March 16, 2000, realized $120,480 in consulting fees for the year ended December 31, 2010.  32


---



·Christian Russenberger, a director of the Company and its current sole executive officer as of April 14, 2011, purchased 97,500 shares of common stock in exchange for $7,800at $0.08 per share on November 8, 2010 prior to his appointment a chief executive officer, chief financial officer and principal accounting officer on April 14, 2011. He also purchased 625,000 shares of common stock in exchange for $50,000at $0.08 per share as of December 31, 2010.  Director Independence  The Company is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Under this standard Mr. Russenberger and Mr. Mueller could each be considered independent directors. Nonetheless, due to the number of financing transactions between the Company and entities managed by either Mr. Russenberger or Mr. Mueller, we do not believe that our board of directors includes any independent directors.  ITEM 14.        PRINCIPAL ACCOUNTANT FEES AND SERVICES  Audit Fees  BehlerMick PS (BehlerMick)provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2010. Chisholm, Bierwolf, Nilson & Morrill, LLC (Chisholm) provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2009. The aggregate fees billed by BehlerMick for our annual financial statements and review of our quarterly financial statements in 2010 were $2,901 and the aggregate fees billed by Chisholm for our annual financial statements and review of our quarterly financial statements in 2009 were $29,000.  Audit Related Fees  BehlerMick and Chisholm billed to the Company no fees in 2010 or 2009 for professional services that are reasonably related to the audit or review of our financial statements that are not disclosed in Audit Fees above.  Tax Fees  BehlerMick and Chisholm billed to the Company no fees in 2010 or 2009 for professional services rendered in connection with the preparation of our tax returns for the periods.  All Other Fees  BehlerMick and Chisholm billed to the Company no fees in 2010 or 2009 for other professional services rendered or any other services not disclosed above.  Audit Committee Pre-Approval  The Company does not have a standing audit committee. Therefore, all services provided to us by BehlerMick and Chisholm, as detailed above, were pre-approved by our board of directors. Our independent auditors, BehlerMick, performed all work using only their own full-time permanent employees.   33


---



PART IV  ITEM 15.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES  (a) Financial Statements  The following documents are filed under Item 8. Financial Statements and Supplementary Data, pages F-1 through F-24, and are included as part of this Form 10-K:  Financial Statements of the Company for the years ended December 31, 2010 and 2009:  Reports of Independent Registered Public Accounting Firms ConsolidatedBalance Sheets ConsolidatedStatements of Operations Consolidated Statementof Stockholders Equity (Deficit) and Comprehensive Loss ConsolidatedStatements of Cash Flows Notes to Consolidated Financial Statements Supplementary Schedules on Oil and Gas Operations  (b) Exhibits  The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 36 of this Form 10-K, and are incorporated herein by this reference.  (c) Financial Statement Schedules  We are not filing any additional financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or accompanying notes. 34


---



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Pursuant to the requirements of Section 13 or 15d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  Providence Resources, Inc.
     Date/s/ Christian Russenberger
By: Christian Russenberger
Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer and Director
     April 15, 2011
   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Date/s/ Christian Russenberger
Christian Russenberger
Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer and Director
     April 15, 2011/s/ Markus Mueller
Markus Mueller
Director
     April 15, 2011/s/ Nora Coccaro
Nora Coccaro
Director
     April 15, 2011
     35


---



INDEX TO EXHIBITS  Exhibit             Description  3(i)(a)*            Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the Commission on April 17, 2000).  3(i)(b & c)*     Amendments to Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the Commission on April 17, 2000).  3(i)(d)*            Amended and Restated Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the Commission on April 17, 2000).  3(i)(e)*            Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from the Form 10-QSB filed with the Commission on November 17, 2003).  3(i)(f)*             Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from the Form 8-K filed with the Commission on October 2, 2006).  3(i)(g)*            Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from the Form 10-QSB filed with the Commission on August 14, 2007). 3(ii)(a)*           Bylaws of the Company (incorporated by reference from the Form 10-SB filed with the Commission on April 17, 2000).  3(ii)(b)*           Amended and Restated Bylaws of the Company (incorporated by reference from the Form 8-K filed with the Commission on October 26, 2006). 10(i)*               Project Participation Agreement with Elm Ridge Exploration Company, LLC, dated July 31, 2008 (filed on Form 10-Q/A with the Commission on October 20, 2008). 10 (ii)*             Extension and Amendment Re Oil and Gas Leaseswith I.W. Carson LLC, dated February 29, 2010 (filed on Form 8-K with the Commission on April 6, 2010).  10 (iii)*            Assignment, Bill of Sale and Conveyance with Elm Ridge dated March 1, 2010 (filed on Form 8-K with the Commission on April 6, 2010). 14*                  Code of Ethics, adopted as of March 1, 2004 (incorporated by reference from the form 10-QSB filed with the Commission on November 17, 2004). 21*Subsidiaries of the Company(incorporated by reference from the Form 10-Q filed with the Commission on November 22, 2010).  31                   
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached). 32                   
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).  *         Incorporated by reference to previous filings of the Company.     36


---