UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended June
30, 2009





or





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





Commission
file number 333-137293





PHOENIX ENERGY RESOURCES,
INC.


(Exact
name of registrant as specified in its charter)





Nevada                                                                                                           20-5408832


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





1001 Bayhill Drive, 2nd
Floor – Suite 200


San Bruno, California
94066


(Address
of principal executive offices)





(650)
616-4123


Registrant’s
telephone number, including area code





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





Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par
value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


[  ]
Yes                      [X]
No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


[  ]
Yes                      [X]
No





Indicate
by checkmark 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. [X] Yes   [  ] No





Indicate
by checkmark 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, 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. [X]





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.





Large
accelerated
filer                                            [  ]


Accelerated
filer                                                      [  ]


Non-accelerated
filer                                              [  ]
(Do not check if a smaller reporting company)


Smaller
reporting
company                                    [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[  ]
Yes                      [X]
No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed fiscal year:
$9,200,000.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date: 62,700,000 shares of common
stock, $0.001 par value, outstanding on October  1,
2009.





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).





NONE.












PHOENIX
ENERGY RESOURCE CORPORATION





TABLE
OF CONTENTS





PagePART
      Iitems
      .     business
            
            
            3item
      1a.  risk factors
            
            
            7item
      1b.   unresolved staff comments
            
            
            11item
      2.     properties
            
            
            11item
      3.     legal proceedings
            
            
            11item
      4.     submission of matters to a vote of
      security holders
            
            
            11PART
      IIitem
      5.     market for registrant’s common equity,
      related stockholder matters and issuer purchases of equity
      securities
            
            
            11item
      6.     selected financial data
            
            
            12item
      7.     management’s discussion and analysis of
      financial condition and results of operation
            
            
            12item
      7a.   quantitative and qualitative disclosures about market
      risk
            
            
            15item
      8.      financial statements and
      supplementary data
            
            
            15item
      9.      changes in and disagreements with
      accountants on accounting and financial disclosure
            
            
            15item
      9a(t). controls and procedures
            
            
            15item
      9b.      other information
            
            
            15PART
      IIIitem
      10.      directors, executive officers and
      corporate governance
            
            
            16item
      11.      executive
    compensation
            
            
            16item
      12.      security ownership of certain beneficial
      owners and management and related stockholder matters
            
            
            16item
      13.      certain relationships and related
      transactions, and director independence
            
            
            17item
      14.      principal accountant fees and
      services
            
            
            17PART
      IVitem
      15.      exhibits, financial statement
      schedules
            
            
            17







2
 Table of Contents






FORWARD-LOOKING
STATEMENTS





This
report contains forward-looking statements. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are beyond our
control. All statements, other than statements of historical fact, contained in
this report, including statements regarding future events, our future financial
performance, business strategy and plans and objectives of management for future
operations, are forward-looking statements. We have attempted to identify
forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “should” or “will” or the negative of these terms or
other comparable terminology. Although we do not make forward-looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee
their accuracy. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks outlined
under “Risk Factors” or elsewhere in this report, which may cause our or our
industry’s actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Moreover,
we operate in a very competitive and rapidly changing environment. New risks
emerge from time to time and it is not possible for us to predict all risk
factors, nor can we address the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause our actual
results to differ materially from those contained in any forward-looking
statements. The factors impacting these risks and uncertainties include, but are
not limited to:





·
            estimated
      quantities and quality of oil and natural gas
  reserves;


·
            fluctuations
      in the price of oil and natural
gas;


·
            inability
      to efficiently manage our
operations;


·
            the
      inability of management to effectively implement our strategies and
      business plans;


·
            potential
      default under our secured obligations or material debt
      agreements;


·
            approval
      of certain parts of our operations by state
  regulators;


·
            inability
      to hire or retain sufficient qualified operating field
      personnel;


·
            inability
      to attract and obtain additional development
  capital;


·
            increases
      in interest rates or our cost of
borrowing;


·
            deterioration
      in general or regional (especially Southern Kentucky) economic
      conditions;


·
            adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;


·
            the
      occurrence of natural disasters, unforeseen weather conditions, or other
      events or circumstances that could impact our operations or could impact
      the operations of companies or contractors we depend upon in our
      operations;


·
            inability
      to acquire mineral leases at a favorable economic value that will allow us
      to expand our development efforts;


·
            inability
      to achieve future sales levels or other operating
  results;


·
            adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations; and


·
            changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate.





You
should not place undue reliance on any forward-looking statement, each of which
applies only as of the date of this report. Except as required by law, we
undertake no obligation to update or revise publicly any of the forward-looking
statements after the date of this report to conform our statements to actual
results or changed expectations.





All
references in this report to “we,” “us,” “our,” “company” and “Phoenix Energy”
refer to Phoenix Energy Resource Corporation, unless the context requires
otherwise. We report our financial information on the basis of a June 30, fiscal
year end. We have provided definitions for the oil and natural gas industry
terms used in this report in the “Glossary” of this report.





AVAILABLE
INFORMATION





We file
annual, quarterly and other reports and other information with the
SEC.  You can read these SEC filings and reports over the Internet at
the SEC’s website at www.sec.gov.  You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 100 F Street, NE, Washington, DC 20549 on official business days between
the hours of 10:00 am and 3:00 pm.  Please call the SEC at (800)
SEC-0330 for further information on the operations of the public reference
facilities. We will provide a copy of our annual report to security holders,
including audited financial statements, at no charge upon receipt to of a
written request to us at Phoenix Energy Resource Corporation, 1001 Bayhill
Drive, 2nd Floor – Suite 200, San Bruno, California 94066.





INDUSTRY
AND MARKET DATA




The
market data and certain other statistical information used throughout this
report are based on independent industry publications, government publications,
reports by market research firms or other published independent sources. In
addition, some data are based on our good faith estimates.





PART
I




Items
1 and 2. Business and Properties.




Our Business




Phoenix
Energy, formerly known as Exotacar, Inc., is an energy acquisition, exploration
and development company. In February of 2008, Exotacar, Inc. changed the focus
of its business plan from the development of online exotic car sales and entered
into the oil and natural gas industry. In conjunction with the change, the
Company was renamed Phoenix Energy Resource Corporation.




Our
principal strategy is to focus on the acquisition of oil and natural gas mineral
leases that ideally have existing production and cash flow. Once acquired, we
will implement an accelerated development program utilizing capital resources, a
regional operating focus, an experienced management and technical team, and
enhanced recovery technologies to attempt to increase production and increase
returns for our stockholders. Our oil and natural gas acquisition and
development activities are currently focused in Southern Kentucky.




The
Opportunity in Kentucky




According
to the Kentucky Geological Survey, the Southern region of Kentucky is
historically one of the domestic oil producing regions in the United States. In
addition to historical oil and natural gas production levels in the region, we
believe that a confluence of the following factors in Southern Kentucky and the
surrounding region make it an attractive area for oil and natural gas
development activities:





·
            Traditional Roll-Up
      Strategy.  We are seeking to employ a traditional roll-up
      strategy utilizing a combination of capital resources, operational and
      management expertise, technology, and strategic partnerships which have
      experience operating in the region.





·
            Numerous Acquisition
      Opportunities.  There are many small producers and owners
      of mineral rights in the region, which afford us opportunities to pursue
      negotiated lease transactions verses having to competitively bid on
      fundamentally sound assets.





·
            Fragmented Ownership
      Structure.  There are opportunities to acquire producing
      properties at attractive prices due to the current inefficient and
      fragmented ownership structure.







3
 Table of Contents





Our Properties





The table
below summarizes our acreage by lease as of June 30, 2009.





Lease
      Name
            
            Undeveloped
      AcreageGross
            
            
            Net(1)Cornell
            
            
            -
            
            
            
            -Cornell/Robbins
            
            
            73
            
            
            
            69Total
            
            
            73
            
            
            
            69





(1)
            Net
      acreage is based on our net working interest as of June 30,
      2009.





Our Business
Strategy




Our goal
is to increase stockholder value by finding and developing oil and natural gas
reserves at costs that provide an attractive rate of return on our investments.
The principal elements of our business strategy are:





·
            Develop Our Existing
      Properties. We intend to identify further drilling locations on our
      properties by utilizing digital spectral satellite maps among other
      accepted technologies. We have located a company in West Virginia
      providing such service.  The structure and the continuous oil
      accumulation in Southern Kentucky, and the expected long-life production
      and reserves of our properties, are anticipated to enhance our
      opportunities for long-term
profitability.





·
            Maximize Operational
      Control. We seek to operate our properties and maintain a
      substantial working interest. We believe the ability to control our
      drilling inventory will provide us with the opportunity to more
      efficiently allocate capital, manage resources, control operating and
      development costs, and utilize our experience and knowledge of oilfield
      technologies.





·
            Pursue Selective Acquisitions
      and Joint Ventures. Due to our local presence in Southern Kentucky,
      we believe we are well-positioned to pursue selected acquisitions from the
      fragmented and capital-constrained owners of mineral rights throughout
      Southern Kentucky.





·
            Reduce Unit Costs Through
      Economies of Scale and Efficient Operations.  As we
      continue to increase our oil production and develop our existing
      properties, we expect that our unit cost structure will benefit from
      economies of scale. In particular, we anticipate reducing unit costs by
      greater utilization of our existing infrastructure over a larger number of
      wells.





Our Competitive
Strengths




We have a
number of strengths that we believe will help us successfully execute our
strategy:





·
            Acquisition and Development
      Strategy. We have what we believe to be a relatively low-risk
      acquisition and development strategy compared to some of our competitors.
      We will preferably acquire properties that have proven current production,
      with a projected pay-back within a relatively short period of time, and
      with potential growth and upside in terms of development, enhancement and
      efficiency. We also plan to minimize the risk of natural gas and oil price
      volatility by developing a sales portfolio of pricing for our production
      as we continue to expand and as market conditions
  permit.





·
            Significant Production Growth
      Opportunities.  We have acquired an attractive acreage
      position with favorable lease terms in a region with historical
      hydrocarbon production. Based on drilling success within our acreage
      position, we expect to increase our reserves, production and cash
      flow.





·
            Experienced Management Team
      and Strategic Partner with Strong Technical Capability. Our CEO has
      limited experience in the energy industry, including energy trading and
      production. However, our strategic partner JMACK Energy, LLC will work
      closely with management during the initial phases of any major project to
      ensure its feasibility and to consider the appropriate recovery techniques
      to be utilized.





·
            Incentivized
      Management.  The compensation arrangements for our
      executive officers are weighted toward future
  performance.





Company History




Phoenix
Energy Resource Corporation was incorporated in the State of Nevada on June 3,
2005 as Exotacar, Inc. and focused on the development of online exotic
automobile sales. This business plan was ultimately abandoned following its
unsuccessful implementation. On February 2, 2008 Helvetic Capital Ventures AG,
Switzerland acquired 64% of the total outstanding shares of the Company
effectuating a change in control. Following the acquisition, we transitioned the
business plan focusing on energy resources. Subsequent to the change in control,
we changed our name to “Phoenix Energy Resource Corporation”. All of our current
operations are conducted through Phoenix Energy Resource
Corporation.





Significant
Developments in Fiscal 2008 and Fiscal 2009




The
following is a brief description of our most significant corporate developments
that occurred in fiscal 2008 and fiscal 2009:







·
              In
      February of 2008, 64% of our Company was acquired by Helvetic Capital
      Ventures AG. and we changed our
name
 
 ·
              In
      March of 2008, we entered into an employment agreement with our new Chief
      Executive Officer, Mr. Rene Soullier for an initial term of one year with
      annual compensation of $36,000.
 
 ·
              In
      June of 2008, we amended our articles of incorporation whereby we changed
      our name from Exotacar, Inc to Phoenix Energy Resource Corporation;
      authorized a new class of 5,000,000 shares of preferred, $0.001 par value
      stock and effectuated a 50:1 forward split of our common
      stock.
 
 ·
              In
      May 2008, we issued a promissory note to Seymore Investments Limited in
      the amount of $150,000. The note bears interest at a rate of 10% per annum
      and matures on May 20, 2011.
 
 ·
              In
      September of 2008, we acquired mineral leases representing a total of 434
      net acres located in Allen County
Kentucky.
 
 ·
              In
      September of 2008, we entered into an Operating Agreement with JMACK
      Energy, LLC (“JMACK”), pursuant to which we granted to JMACK a 5%
      overriding royalty interest of all oil and/or gas produced from all
      mineral leases currently held by Phoenix
Energy.
 
 ·
              In
      February of 2009, we issued a promissory note to Helvetic Capital Ventures
      AG in the amount of $35,000. The note bears interest at a rate of 4% per
      annum and matures on February 27,
2012.
 
 ·
              In
      June of 2009, we issued a promissory note to Helvetic Capital Ventures AG
      in the amount of $50,000, of which we had drawn $15,000. The note bears
      interest at a rate of 4% per annum and matures on May 31,
      2012.
 
 ·
              In
      June of 2009, leases representing 365 net acres purchased as part of the
      Allen County Kentucky acquisition expired.








Relationship with JMACK Energy,
LLC




In
September of 2008, we entered into an operating agreement with Mark Cornell,
managing member of JMACK Energy, LLC. This agreement provides that JMACK will
provide drilling management and operation of all wells located on our existing
leases in Allen County Kentucky. Further, JMACK will consult with us at an
executive level regarding field development, acquisition evaluation,
identification of additional acquisition opportunities and overall business
strategy. JMACK has been in the oil exploration and production business since
its incorporation this year and Mark Cornell has been in the business for over
25
years.




We
believe that this relationship provides us with a competitive advantage when
evaluating and sourcing acquisition opportunities. As a long-term producer and
oil field service provider, JMACK Energy’s managing member has existing
relationships with numerous oil and natural gas producers in Southern Kentucky
and is generally aware of existing opportunities to enhance many of these
properties through the deployment of capital, and application of enhanced
drilling and production technologies. We believe that we will be able to
leverage the experience and relationships of Mr. Cornell to compliment our
business strategy. To date, Mr. Cornell has helped us identify and evaluate all
of our property acquisitions, and has been instrumental in the creation of our
development plans of these properties.




One of
our fundamental goals with respect to the operating arrangement is to align the
interests of JMACK with those of ours as much as possible. As a result, the
operating agreement provides that we will pay a 5% overriding royalty interest
on all oil and gas produced from the aforementioned mineral leases.





4
 Table of Contents





Title to
Properties




Our
properties are subject to customary royalty interests, liens under indebtedness,
liens incident to operating agreements and liens for current taxes and other
burdens, including mineral encumbrances and restrictions. Further, our debt is
secured by first and second liens on substantially all of our assets. We do not
believe that any of these burdens materially interferes with the use of our
properties in the operation of our business.




We
believe that we have satisfactory title to or rights in all of our producing
properties. As is customary in the natural gas and oil industry, minimal
investigation of title is made at the time of acquisition of undeveloped
properties. In most cases, we investigate title and obtain title opinions from
counsel or have title reviewed by professional landsmen only when we acquire
producing properties or before we begin drilling operations. However, any
acquisition of producing properties without obtaining title opinions are subject
to a greater risk of title defects.




Sale of Natural Gas and
Oil




We do not
intend to refine our natural gas or oil production. We expect to sell all or
most of our production to a small number of purchasers in a manner consistent
with industry practices at prevailing rates by means of long-term and short-term
sales contracts, some of which may have fixed price components. As of June 30,
2009, we did not have any production; however, we believe that we will be able
to find suitable purchasers when, and if, production is commenced.




Markets and
Marketing




The
natural gas and oil industry has experienced rising and volatile prices in
recent years. As a commodity, global natural gas and oil prices respond to
macro-economic factors affecting supply and demand. In particular, world oil
prices have risen in response to political unrest and supply uncertainty in
Iraq, Venezuela, Nigeria and Iran, and increasing demand for energy in rapidly
growing economies, notably India and China. Due to rising world prices and the
consequential impact on supply, North American prospects have become more
attractive. Escalating conflicts in the Middle East and the ability of OPEC to
control supply and pricing are some of the factors negatively impacting the
availability of global supply. In contrast, increased costs of steel and other
products used to construct drilling rigs and pipeline infrastructure, as well as
higher drilling and well-servicing rig rates, negatively impact domestic
supply.




Our
market is affected by many factors beyond our control, such as the availability
of other domestic production, commodity prices, the proximity and capacity of
natural gas and oil pipelines, and general fluctuations of global and domestic
supply and demand. We do not anticipate difficulty in finding additional sales
opportunities, as and when needed.




Natural
gas and oil sales prices are negotiated based on factors such as the spot price
for natural gas or posted price for oil, price regulations, regional price
variations, hydrocarbon quality, distances from wells to pipelines, well
pressure, and estimated reserves. Many of these factors are outside our control.
Natural gas and oil prices have historically experienced high volatility,
related in part to ever-changing perceptions within the industry of future
supply and demand.




Competition




The
natural gas and oil industry is intensely competitive and, as an early-stage
company, we must compete against larger companies that may have greater
financial and technical resources than we do and substantially more experience
in our industry. These competitive advantages may better enable our competitors
to sustain the impact of higher exploration and production costs, natural gas
and oil price volatility, productivity variances between properties, overall
industry cycles and other factors related to our industry. Their advantage may
also negatively impact our ability to acquire prospective properties, develop
reserves, attract and retain quality personnel and raise capital.




Research
and Development Activities





We have not spent any material amount
of time in the last fiscal year on research and development
activities.





Governmental
Regulations




Regulation of Oil and Natural Gas
Production.  Our oil and natural gas exploration, production
and related operations, when developed, are subject to extensive rules and
regulations promulgated by federal, state, tribal and local authorities and
agencies. For example, some states in which we may operate, including Kentucky,
require permits for drilling operations, drilling bonds and reports concerning
operations and impose other requirements relating to the exploration and
production of oil and natural gas. Such states may also have statutes or
regulations addressing conservation matters, including provisions for the
unitization or pooling of oil and natural gas properties, the establishment of
maximum rates of production from wells, and the regulation of spacing, plugging
and abandonment of such wells. Failure to comply with any such rules and
regulations can result in substantial penalties. Moreover, such states may place
burdens from previous operations on current lease owners, and the burdens could
be significant. The regulatory burden on the oil and natural gas industry will
most likely increase our cost of doing business and may affect our
profitability. Although we believe we are currently in substantial compliance
with all applicable laws and regulations, because such rules and regulations are
frequently amended or reinterpreted, we are unable to predict the future cost or
impact of complying with such laws. Significant expenditures may be required to
comply with governmental laws and regulations and may have a material adverse
effect on our financial condition and results of operations.





Federal Regulation of Natural
Gas.  The Federal Energy Regulatory Commission (“FERC”)
regulates interstate natural gas transportation rates and service conditions,
which may affect the marketing of natural gas produced by us, as well as the
revenues that may be received by us for sales of such production. Since the
mid-1980’s, FERC has issued a series of orders, culminating in Order Nos. 636,
636-A and 636-B (“Order 636”), that have significantly altered the marketing and
transportation of natural gas. Order 636 mandated a fundamental restructuring of
interstate pipeline sales and transportation service, including the unbundling
by interstate pipelines of the sale, transportation, storage and other
components of the city-gate sales services such pipelines previously performed.
One of FERC’s purposes in issuing the order was to increase competition within
all phases of the natural gas industry. The United States Court of Appeals for
the District of Columbia Circuit largely upheld Order 636 and the Supreme Court
has declined to hear the appeal from that decision. Generally, Order 636 has
eliminated or substantially reduced the interstate pipelines’ traditional role
as wholesalers of natural gas in favor of providing only storage and
transportation service, and has substantially increased competition and
volatility in natural gas markets.




The price
we may receive from the sale of oil and natural gas liquids will be affected by
the cost of transporting products to markets. Effective January 1, 1995, FERC
implemented regulations establishing an indexing system for transportation rates
for oil pipelines, which, generally, would index such rates to inflation,
subject to certain conditions and limitations. We are not able to predict with
certainty the effect, if any, of these regulations on our intended operations.
However, the regulations may increase transportation costs or reduce well head
prices for oil and natural gas liquids.





Environmental
Matters




Our
operations and properties are subject to extensive and changing federal, state
and local laws and regulations relating to environmental protection, including
the generation, storage, handling, emission, transportation and discharge of
materials into the environment, and relating to safety and health. The recent
trend in environmental legislation and regulation generally is toward stricter
standards, and this trend will likely continue.




These
laws and regulations may:





·
            require
      the acquisition of a permit or other authorization before construction or
      drilling commences and for certain other
  activities;





·
            limit
      or prohibit construction, drilling and other activities on certain lands
      lying within wilderness and other protected areas;
  and





·
            impose
      substantial liabilities for pollution resulting from its operations, or
      due to previous operations conducted on any leased
  lands.




The
permits required for our operations may be subject to revocation, modification
and renewal by issuing authorities. Governmental authorities have the power to
enforce their regulations, and violations are subject to fines or injunctions,
or both. In the opinion of management, we are in substantial compliance with
current applicable environmental laws and regulations, and have no material
commitments for capital expenditures to comply with existing environmental
requirements. Nevertheless, changes in existing environmental laws and
regulations or in interpretations thereof could have a significant impact on us,
as well as the oil and natural gas industry in general.




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




The
Federal Water Pollution Control Act of 1972, as amended (“Clean Water Act”), and
analogous state laws impose restrictions and controls on the discharge of
pollutants into federal and state waters. These laws also regulate the discharge
of storm water in process areas. Pursuant to these laws and regulations, we are
required to obtain and maintain approvals or permits for the discharge of
wastewater and storm water and develop and implement spill prevention, control
and countermeasure plans, also referred to as “SPCC plans,” in connection with
on-site storage of greater than threshold quantities of oil. The EPA issued
revised SPCC rules in July 2002 whereby SPCC plans are subject to more rigorous
review and certification procedures. We believe that our operations are in
substantial compliance with applicable Clean Water Act and analogous state
requirements, including those relating to wastewater and storm water discharges
and SPCC plans.




The
Endangered Species Act, as amended (“ESA”), seeks to ensure that activities do
not jeopardize endangered or threatened animal, fish and plant species, nor
destroy or modify the critical habitat of such species. Under ESA, exploration
and production operations, as well as actions by federal agencies, may not
significantly impair or jeopardize the species or its habitat. ESA provides for
criminal penalties for willful violations of the Act. Other statutes that
provide protection to animal and plant species and that may apply to our
operations include, but are not necessarily limited to, the Fish and Wildlife
Coordination Act, the Fishery Conservation and Management Act, the Migratory
Bird Treaty Act and the National Historic Preservation Act. Although we believe
that our operations will be in substantial compliance with such statutes, any
change in these statutes or any reclassification of a species as endangered
could subject us to significant expenses to modify our operations or could force
us to discontinue certain operations altogether.




Personnel




As of
June 30, 2009, we had one full-time employee. As drilling production activities
increase, we intend to hire additional technical, operational and administrative
personnel as appropriate. We are using and will continue to use the services of
independent consultants and contractors to perform various professional
services, particularly in the area of land services, reservoir engineering,
geology drilling, water hauling, pipeline construction, well design, well-site
monitoring and surveillance, permitting and environmental assessment. We believe
that this use of third-party service providers may enhance our ability to
contain capital costs, general and administrative expenses.





Facilities




We
currently maintain an office at 1001 Bayhill Drive, 2nd
floor-Suite 200, San Bruno, California 94066 at a month to month fee of
$190.





5
 Table of Contents








GLOSSARY





Term
            
            DefinitionBarrel
      (bbl)
            
            The
      standard unit of measurement of liquids in the petroleum industry, it
      contains 42 U.S. standard gallons. Abbreviated to
“bbl”.Basin
            
            A
      depression in the crust of the Earth, caused by plate tectonic activity
      and subsidence, in which sediments accumulate. Sedimentary basins vary
      from bowl-shaped to elongated troughs. Basins can be bounded by faults.
      Rift basins are commonly symmetrical; basins along continental margins
      tend to be asymmetrical. If rich hydrocarbon source rocks occur in
      combination with appropriate depth and duration of burial, then a
      petroleum system can develop within the basin.BOPD
            
            Abbreviation
      for barrels of oil per day, a common unit of measurement for volume of
      crude oil. The volume of a barrel is equivalent to 42 U.S. standard
      gallons.Carried
      Working Interest
            
            The
      owner of this type of working interest in the drilling of a well incurs no
      capital contribution requirement for drilling or completion costs
      associated with a well and, if specified in the particular contract, may
      not incur capital contribution requirements beyond the completion of the
      well.Completion
      / Completing
            
            A
      well made ready to produce oil or natural gas.Costless
      Collar
            
            When
      viewed against an appropriate index, the parties agree to a maximum price
      (call option) and a minimum price (put option), through a
      financially-settled collar. If the average monthly prices are within the
      collar range there will be no monthly settlement. However, if average
      monthly prices fluctuate outside the collar, the parties settle the
      difference in cash.Development
            
            The
      phase in which a proven oil or natural gas field is brought into
      production by drilling development wells.Development
      Drilling
            
            Wells
      drilled during the Development phase.Division
      order
            
            A
      directive signed by the royalty owners verifying to the purchaser or
      operator of a well the decimal interest of production owned by the royalty
      owner. The Division Order generally includes the decimal interest, a legal
      description of the property, the operator’s name, and several legal
      agreements associated with the process. Completion of this step generally
      precedes placing the royalty owner on pay status to begin receiving
      revenue payments.Drilling
            
            Act
      of boring a hole through which oil and/or natural gas may be
      produced.Dry
      Wells
            
            A
      well found to be incapable of producing hydrocarbons in sufficient
      quantities such that proceeds from the sale of such production exceed
      production expenses and taxes.Exploration
            
            The
      phase of operations which covers the search for oil or natural gas
      generally in unproven or semi-proven territory.Exploratory
      Drilling
            
            Drilling
      of a relatively high percentage of properties which are
      unproven.Farm
      out
            
            An
      arrangement whereby the owner of a lease assigns all or some portion of
      the lease or licenses to another company for undertaking exploration or
      development activity.Field
            
            An
      area consisting of a single reservoir or multiple reservoirs all grouped
      on, or related to, the same individual geological structural feature or
      stratigraphic condition. The field name refers to the surface area,
      although it may refer to both the surface and the underground productive
      formations.Fixed
      price swap
            
            A
      derivative instrument that exchanges or “swaps” the “floating” or daily
      price of a specified volume of natural gas, oil or NGL, over a specified
      period, for a fixed price for the specified volume over the same period
      (typically three months or longer).Gathering
      line / system
            
            Pipelines
      and other facilities that transport oil or natural gas from wells and
      bring it by separate and individual lines to a central delivery point for
      delivery into a transmission line or mainline.Gross
      acre
            
            The
      number of acres in which the Company owns any working
      interest.Gross
      Producing Well
            
            A
      well in which a working interest is owned and is producing oil or natural
      gas or other liquids or hydrocarbons. The number of gross producing wells
      is the total number of wells producing oil or natural gas or other liquids
      or hydrocarbons in which a working interest is owned.Gross
      well
            
            A
      well in which a working interest is owned. The number of gross wells is
      the total number of wells in which a working interest is
      owned.Held-By-Production
      (HBP)
            
            Refers
      to an oil and natural gas property under lease, in which the lease
      continues to be in force, because of production from the
      property.Horizontal
      drilling
            
            A
      drilling technique used in certain formations where a well is drilled
      vertically to a certain depth and then turned and drilled horizontally.
      Horizontal drilling allows the wellbore to follow the desired
      formation.In-fill
      wells
            
            In-fill
      wells refers to wells drilled between established producing wells; a
      drilling program to reduce the spacing between wells in order to increase
      production and recovery of in-place hydrocarbons.Oil
      and Natural Gas Lease
            
            A
      legal instrument executed by a mineral owner granting the right to another
      to explore, drill, and produce subsurface oil and natural gas. An oil and
      natural gas lease embodies the legal rights, privileges and duties
      pertaining to the lessor and lessee.Lifting
      Costs
            
            The
      expenses of producing oil from a well. Lifting costs are the operating
      costs of the wells including the gathering and separating equipment.
      Lifting costs do not include the costs of drilling and completing the
      wells or transporting the oil.Mcf
            
            Thousand
      cubic feet.Mmcf
            
            Million
      cubic feet.Net
      acres
            
            Determined
      by multiplying gross acres by the working interest that the Company owns
      in such acres.Net
      Producing Wells
            
            The
      number of producing wells multiplied by the working interest in such
      wells.Net
      Revenue Interest
            
            A
      share of production revenues after all royalties, overriding royalties and
      other nonoperating interests have been taken out of production for a
      well(s).Operator
            
            A
      person, acting for itself, or as an agent for others, designated to
      conduct the operations on its or the joint interest owners’
      behalf.Overriding
      Royalty
            
            Ownership
      in a percentage of production or production revenues, free of the cost of
      production, created by the lessee, company and/or working interest owner
      and paid by the lessee, company and/or working interest owner out of
      revenue from the well.Pooled
      Unit
            
            A
      term frequently used interchangeably with “Unitization” but more properly
      used to denominate the bringing together of small tracts sufficient for
      the granting of a well permit under applicable spacing
    rules.Proved
      Developed Reserves
            
            Proved
      reserves that can be expected to be recovered from existing wells with
      existing equipment and operating methods. This definition of proved
      developed reserves has been abbreviated from the applicable definitions
      contained in Rule 4-10(a)(2-4) of Regulation S-X.Proved
      Developed Non-Producing
            
            Proved
      developed reserves expected to be recovered from zones behind casings in
      existing wells.Proved
      Undeveloped Reserves
            
            Proved
      undeveloped reserves are the portion of proved reserves which can be
      expected to be recovered from new wells on undrilled proved acreage, or
      from existing wells where a relatively major expenditure is required for
      completion. This definition of proved undeveloped reserves has been
      abbreviated from the applicable definitions contained in Rule 4-10(a)(2-4)
      of Regulation S-X.PV10
            
            PV10
      means the estimated future gross revenue to be generated from the
      production of proved reserves, net of estimated production and future
      development and abandonment costs, using prices and costs in effect at the
      determination date, before income taxes, and without giving effect to
      non-property related expenses, discounted to a present value using an
      annual discount rate of 10% in accordance with the guidelines of the SEC.
      PV10 is a non-GAAP financial measure.Re-completion
            
            Completion
      of an existing well for production from one formation or reservoir to
      another formation or reservoir that exists behind casing of the same
      well.Reservoir
            
            The
      underground rock formation where oil and natural gas has accumulated. It
      consists of a porous rock to hold the oil or natural gas, and a cap rock
      that prevents its escape.Reservoir
      Pressure
            
            The
      pressure at the face of the producing formation when the well is shut-in.
      It equals the shut-in pressure at the wellhead plus the weight of the
      column of oil and natural gas in the well.Roll-Up
      Strategy
            
            A
      “roll-up strategy” is a common business term used to describe a business
      plan whereby a company accumulates multiple small operators in a
      particular business sector with a goal to generate synergies, stimulate
      growth and optimize the value of the individual pieces.Secondary
      Recovery
            
            The
      stage of hydrocarbon production during which an external fluid such as
      water or natural gas is injected into the reservoir through injection
      wells located in rock that has fluid communication with production wells.
      The purpose of secondary recovery is to maintain reservoir pressure and to
      displace hydrocarbons toward the wellbore.
              The
      most common secondary recovery techniques are natural gas injection and
      waterflooding. Normally, natural gas is injected into the natural gas cap
      and water is injected into the production zone to sweep oil from the
      reservoir. A pressure-maintenance program can begin during the primary
      recovery stage, but it is a form of enhanced recovery.Shut-in
      well
            
            A
      well which is capable of producing but is not presently producing. Reasons
      for a well being shut-in may be lack of equipment, market or
      other.Stock
      Tank Barrel or STB
            
            A
      stock tank barrel of oil is the equivalent of 42 U.S. Gallons at 60
      degrees Fahrenheit.Undeveloped
      acreage
            
            Lease
      acreage on which wells have not been drilled or completed to a point that
      would permit the production of commercial quantities of oil and natural
      gas regardless of whether such acreage contains proved
      reserves.Unitize,
      Unitization
            
            When
      owners of oil and/or natural gas reservoir pool their individual interests
      in return for an interest in the overall unit.Waterflood
            
            The
      injection of water into an oil reservoir to “push” additional oil out of
      the reservoir rock and into the wellbores of producing wells. Typically a
      secondary recovery process.Water
      Injection Wells
            
            A
      well in which fluids are injected rather than produced, the primary
      objective typically being to maintain or increase reservoir pressure,
      often pursuant to a waterflood.Water
      Supply Wells
            
            A
      well in which fluids are being produced for use in a Water Injection
      Well.Wellbore
            
            A
      borehole; the hole drilled by the bit. A wellbore may have casing in it or
      it may be open (uncased); or part of it may be cased, and part of it may
      be open. Also called a borehole or hole.Working
      Interest
            
            An
      interest in an oil and natural gas lease entitling the owner to receive a
      specified percentage of the proceeds of the sale of oil and natural gas
      production or a percentage of the production, but requiring the owner of
      the working interest to bear the cost to explore for, develop and produce
      such oil and natural gas.




6
 Table of Contents






Item
1A. Risk Factors.




Risks Associated with Our
Business




We have sustained
losses, which raises doubt as to our ability to successfully develop profitable
business operations.




Our
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered in establishing and maintaining a business in the oil and
natural gas industries. There is nothing conclusive at this time on which to
base an assumption that our business operations will prove to be successful or
that we will be able to operate profitably. Our future operating results will
depend on many factors, including:





·
            the
      future prices of natural gas and
oil;


·
            our
      ability to raise adequate working
capital;


·
            success
      of our development and exploration
efforts;


·
            demand
      for natural gas and oil;


·
            the
      level of our competition;


·
            our
      ability to attract and maintain key management, employees and
      operators;


·
            transportation
      and processing fees on our
facilities;


·
            fuel
      conservation measures;


·
            alternate
      fuel requirements;


·
            government
      regulation and taxation;


·
            technical
      advances in fuel economy and energy generation devices;
  and


·
            our
      ability to efficiently explore, develop and produce sufficient quantities
      of marketable natural gas or oil in a highly competitive and speculative
      environment while maintaining quality and controlling
    costs.





To
achieve profitable operations, we must, alone or with others, successfully
execute on the factors stated above, along with continually developing ways to
enhance our production efforts. Despite our best efforts, we may not be
successful in our development efforts or obtain required regulatory approvals.
There is a possibility that some of our wells may never produce natural gas or
oil in sustainable or economic quantities.





Natural gas and
oil prices are volatile. This volatility may occur in the future, causing
negative change in cash flows which may result in our inability to cover our
operating or capital expenditures.




Our
future revenues, profitability, future growth and the carrying value of our
properties is anticipated to depend substantially on the prices we may realize
for our natural gas and oil production. Our realized prices may also affect the
amount of cash flow available for operating or capital expenditures and our
ability to borrow and raise additional capital.





Natural
gas and oil prices are subject to wide fluctuations in response to relatively
minor changes in or perceptions regarding supply and demand. Historically, the
markets for natural gas and oil have been volatile, and they are likely to
continue to be volatile in the future. Among the factors that can cause this
volatility are:





·
            worldwide
      or regional demand for energy, which is affected by economic
      conditions;


·
            the
      domestic and foreign supply of natural gas and
  oil;


·
            weather
      conditions;


·
            natural
      disasters;


·
            acts
      of terrorism;


·
            domestic
      and foreign governmental regulations and
  taxation;


·
            political
      and economic conditions in oil and natural gas producing countries,
      including those in the Middle East and South
  America;


·
            impact
      of the U.S. dollar exchange rates on oil and natural gas
      prices;


·
            the
      availability of refining capacity;


·
            actions
      of the Organization of Petroleum Exporting Countries, or OPEC, and other
      state controlled oil companies relating to oil price and production
      controls; and


·
            the
      price and availability of other
fuels.





It is impossible to predict natural gas
and oil price movements with certainty. Lower natural gas and oil prices may not
only decrease our future revenues on a per unit basis but also may reduce the
amount of natural gas and oil that we can produce economically. A substantial or
extended decline in natural gas and oil prices may materially and adversely
affect our future business enough to force us to cease our business operations.
In addition, our reserves, financial condition, results of operations, liquidity
and ability to finance and execute planned capital expenditures will also suffer
in such a price decline. Further, natural gas and oil prices do not necessarily
move together.




Because we face
uncertainties in estimating proven recoverable reserves, you should not place
undue reliance on such reserve information.




There are
numerous uncertainties inherent in estimating quantities of proved reserves and
cash flows from such reserves. Reserve engineering is a subjective process of
estimating underground accumulations of natural gas and oil that can be
economically extracted, which cannot be measured in an exact manner. The
accuracy of an estimate of quantities of reserves, or of cash flows attributable
to these reserves, is a function of the available data, assumptions regarding
future natural gas and oil prices, expenditures for future development and
exploitation activities, and engineering and geological interpretation and
judgment. Reserves and future cash flows may also be subject to material
downward or upward revisions based upon production history, development and
exploitation activities and natural gas and oil prices. Actual future
production, revenue, taxes, development expenditures, operating expenses,
quantities of recoverable reserves and value of cash flows from those reserves
may vary significantly from the assumptions and estimates in our reserve
reports. Any significant variance from these assumptions to actual figures could
greatly affect our estimates of reserves, the economically recoverable
quantities of natural gas and oil attributable to any particular group of
properties, the classification of reserves based on risk of recovery, and
estimates of the future net cash flows. In addition, reserve engineers may make
different estimates of reserves and cash flows based on the same available
data.




The
present value of future net cash flows of proved reserves is not necessarily the
same as the current market value of estimated reserves. Estimated discounted
future net cash flows from proved reserves is based on prices and costs.
However, actual future net cash flows from our natural gas and oil properties
also will be affected by factors such as:





·
            Geological
      conditions;


·
            Assumptions
      governing future oil and natural gas
prices;


·
            Amount
      and timing of actual production;


·
            Availability
      of funds;


·
            Future
      operating and development costs;


·
            Actual
      prices we receive for natural gas and
oil;


·
            Supply
      and demand for our natural gas and
oil;


·
            Changes
      in government regulations and taxation;
and


·
            Capital
      costs of drilling new wells.





The
timing of both production and incurrence of expenses in connection with the
development and production of our properties will affect the timing of actual
future net cash flows from proved reserves, and thus their actual present value.
In addition, the 10% discount factor we use when calculating discounted future
net cash flows may not be the most appropriate discount factor based on interest
rates in effect from time to time and risks associated with our business or the
natural gas and oil industry in general.




The SEC
permits natural gas and oil companies, in their public filings, to disclose only
proved reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally producible under
existing economic and operating conditions. The SEC’s guidelines strictly
prohibit us from including “probable reserves” and “possible reserves” in such
filings. We also caution you that the SEC views such “probable” and “possible”
reserve estimates as inherently unreliable and these estimates may be seen as
misleading to investors unless the reader is an expert in the natural gas and
oil industry. Unless you have such expertise, you should not place undue
reliance on these estimates. Potential investors should also be aware that such
“probable” and “possible” reserve estimates will not be contained in any
“resale” or other registration statement filed by us that offers or sells shares
on behalf of purchasers of our common stock and may have an impact on the
valuation of the resale of the shares. Except as required by applicable law, we
undertake no duty to update this information and do not intend to update this
information.




The differential
between the New York Mercantile Exchange, or NYMEX, or other benchmark price of
oil and natural gas and the wellhead price we receive could have a material
adverse effect on our results of operations, financial condition and cash
flows.




The
prices that we receive for our oil and natural gas production sometimes trade at
a discount to the relevant benchmark prices, such as NYMEX, that are used for
calculating hedge positions. The difference between the benchmark price and the
price we receive is called a differential. We cannot accurately predict oil and
natural gas differentials. In recent years for example, production increases
from competing Canadian and Rocky Mountain producers, in conjunction with
limited refining and pipeline capacity from the Rocky Mountain area, have
gradually widened this differential. Increases in the differential between the
benchmark price for oil and natural gas and the wellhead price we receive could
have a material adverse effect on our results of operations, financial condition
and cash flows by decreasing the proceeds we receive for our oil and natural gas
production in comparison to what we would receive if not for the
differential.




7
 Table of Contents








The natural gas
and oil business involves numerous uncertainties and operating risks that can
prevent us from realizing profits and can cause substantial
losses.




Our
development, exploitation and exploration activities may be unsuccessful for
many reasons, including weather, cost overruns, equipment shortages and
mechanical difficulties. Moreover, the successful drilling of a natural gas and
oil well does not ensure a profit on investment. A variety of factors, both
geological and market-related, can cause a well to become uneconomical or only
marginally economical. In addition to their cost, unsuccessful wells can hurt
our efforts to replace reserves.




The
natural gas and oil business involves a variety of operating risks,
including:





·
            unexpected
      operational events and/or
conditions;


·
            unusual
      or unexpected geological
formations;


·
            reductions
      in natural gas and oil prices;


·
            limitations
      in the market for oil and natural
gas;


·
            adverse
      weather conditions;


·
            facility
      or equipment malfunctions;


·
            title
      problems;


·
            natural
      gas and oil quality issues;


·
            pipe,
      casing, cement or pipeline
failures;


·
            natural
      disasters;


·
            fires,
      explosions, blowouts, surface cratering, pollution and other risks or
      accidents;


·
            environmental
      hazards, such as natural gas leaks, oil spills, pipeline ruptures and
      discharges of toxic gases;


·
            compliance
      with environmental and other governmental requirements;
  and


·
            uncontrollable
      flows of oil, natural gas or well
fluids.





If we
experience any of these problems, it could affect well bores, gathering systems
and processing facilities, which could adversely affect our ability to conduct
operations. We could also incur substantial losses as a result of:





·
            injury
      or loss of life;


·
            severe
      damage to and destruction of property, natural resources and
      equipment;


·
            pollution
      and other environmental damage;


·
            clean-up
      responsibilities;


·
            regulatory
      investigation and penalties;


·
            suspension
      of our operations; and


·
            repairs
      to resume operations.





Because
we use third-party drilling contractors to drill our wells, we may not realize
the full benefit of worker compensation laws in dealing with their employees.
Our insurance does not protect us against all operational risks. We do not carry
business interruption insurance at levels that would provide enough funds for us
to continue operating without access to other funds. For some risks, we may not
obtain insurance if we believe the cost of available insurance is excessive
relative to the risks presented. In addition, pollution and environmental risks
generally are not fully insurable. If a significant accident or other event
occurs and is not fully covered by insurance, it could impact our operations
enough to force us to cease our operations.




Drilling wells is
speculative, often involving significant costs that may be more than our
estimates, and may not result in any addition to our production or reserves. Any
material inaccuracies in drilling costs, estimates or underlying assumptions
will materially affect our business.




Developing
and exploring for natural gas and oil involves a high degree of operational and
financial risk, which precludes definitive statements as to the time required
and costs involved in reaching certain objectives. The budgeted costs of
drilling, completing and operating wells are often exceeded and can increase
significantly when drilling costs rise due to a tightening in the supply of
various types of oilfield equipment and related services. Drilling may be
unsuccessful for many reasons, including geological conditions, weather, cost
overruns, equipment shortages and mechanical difficulties. Moreover, the
successful drilling of a natural gas or oil well does not ensure a profit on
investment. Exploratory wells bear a much greater risk of loss than development
wells. A variety of factors, both geological and market-related, can cause a
well to become uneconomical or only marginally economic. Our initial drilling
and development sites, and any potential additional sites that may be developed,
require significant additional exploration and development, regulatory approval
and commitments of resources prior to commercial development. If our actual
drilling and development costs are significantly more than our estimated costs,
we may not be able to continue our business operations as proposed and would be
forced to modify our plan of operation.




Development of reserves,
when established, may not occur as scheduled and the actual results may not be
as anticipated. Drilling activity and access to capital may result in downward
adjustments in reserves or higher than anticipated costs. Our estimates will be
based on various assumptions, including assumptions over which we have control
and assumptions required by the SEC relating to natural gas and oil prices,
drilling and operating expenses, capital expenditures, taxes and availability of
funds.We have control over our operations that affect, among other
things, acquisitions and dispositions of properties, availability of funds, use
of applicable technologies, hydrocarbon recovery efficiency, drainage volume and
production decline rates that are part of these estimates and assumptions and
any variance in our operations that affects these items within our control may
have a material effect on reserves.  The process of estimating our
natural gas and oil reserves is anticipated to be extremely complex, and will
require significant decisions and assumptions in the evaluation of available
geological, geophysical, engineering and economic data for each reservoir. Our
estimates may not be reliable enough to allow us to be successful in our
intended business operations. Our actual production, revenues, taxes,
development expenditures and operating expenses will likely vary from those
anticipated. These variances may be material.





A significant
portion of our potential future reserves and our business plan depend upon
secondary recovery techniques to establish production. There are significant
risks associated with such techniques.





We
anticipate that a significant portion of our future reserves and our business
plan will be associated with secondary recovery projects that are either in the
initial stage of implementation or are scheduled for implementation. We
anticipate that secondary recovery will affect our reserves and our business
plan, and the exact project initiation dates and, by the very nature of
waterflood operations, the exact completion dates of such projects are
uncertain. In addition, the reserves and our business plan associated with these
secondary recovery projects, as with any reserves, are estimates only, as the
success of any development project, including these waterflood projects, cannot
be ascertained in advance. If we are not successful in developing a significant
portion of our reserves associated with secondary recovery methods, then the
project may be uneconomic or generate less cash flow and reserves than we had
estimated prior to investing the capital. Risks associated with secondary
recovery techniques include, but are not limited to, the following:





·
            higher
      than projected operating costs;


·
            lower-than-expected
      production;


·
            longer
      response times;


·
            higher
      costs associated with obtaining
capital;


·
            unusual
      or unexpected geological
formations;


·
            fluctuations
      in natural gas and oil prices;


·
            regulatory
      changes;


·
            shortages
      of equipment; and


·
            lack
      of technical expertise.





If any of
these risks occur, it could adversely affect our financial condition or results
of operations.




Any acquisitions
we complete are subject to considerable risk.




Even when
we make acquisitions that we believe are good for our business, any acquisition
involves potential risks, including, among other things:





·
            the
      validity of our assumptions about reserves, future production, revenues
      and costs, including synergies;


·
            an
      inability to integrate successfully the businesses we
    acquire;


·
            a
      decrease in our liquidity by using our available cash or borrowing
      capacity to finance acquisitions;


·
            a
      significant increase in our interest expense or financial leverage if we
      incur additional debt to finance
acquisitions;


·
            the
      assumption of unknown liabilities, losses or costs for which we are not
      indemnified or for which our indemnity is
  inadequate;


·
            the
      diversion of management’s attention from other business
      concerns;


·
            an
      inability to hire, train or retain qualified personnel to manage the
      acquired properties or assets;


·
            the
      incurrence of other significant charges, such as impairment of goodwill or
      other intangible assets, asset devaluation or restructuring
      charges;


·
            unforeseen
      difficulties encountered in operating in new geographic or geological
      areas; and


·
            customer
      or key employee losses at the acquired
  businesses.





8
 Table of Contents





Our decision to
acquire a property will depend in part on the evaluation of data obtained from
production reports and engineering studies, geophysical and geological analyses
and seismic and other information, the results of which are often incomplete or
inconclusive.




Our
reviews of acquired properties can be inherently incomplete because it is not
always feasible to perform an in-depth review of the individual properties
involved in each acquisition. Even a detailed review of records and properties
may not necessarily reveal existing or potential problems, nor will it permit a
buyer to become sufficiently familiar with the properties to assess fully their
deficiencies and potential. Inspections may not always be performed on every
well, and environmental problems, such as ground water contamination, plugging
or orphaned well liability are not necessarily observable even when an
inspection is undertaken.




We must obtain
governmental permits and approvals for drilling operations, which can result in
delays in our operations, be a costly and time consuming process, and result in
restrictions on our operations.




Regulatory
authorities exercise considerable discretion in the timing and scope of permit
issuances in the region in which we operate. Compliance with the requirements
imposed by these authorities can be costly and time consuming and may result in
delays in the commencement or continuation of our exploration or production
operations and/or fines. Regulatory or legal actions in the future may
materially interfere with our operations or otherwise have a material adverse
effect on us. In addition, we are often required to prepare and present to
federal, state or local authorities data pertaining to the effect or impact that
a proposed project may have on the environment, threatened and endangered
species, and cultural and archaeological artifacts. Accordingly, the permits we
need may not be issued, or if issued, may not be issued in a timely fashion, or
may involve requirements that restrict our ability to conduct our operations or
to do so profitably.




Due to our lack
of geographic diversification, adverse developments in our operating areas would
materially affect our business.




We
currently only lease oil and natural gas properties located in Southern
Kentucky. As a result of this concentration, we may be disproportionately
exposed to the impact of delays or interruptions of production from these
properties caused by significant governmental regulation, transportation
capacity constraints, curtailment of production, natural disasters, adverse
weather conditions or other events which impact this area.





We are not the
operator of our properties and we have limited control over the activities on
those properties.




We are
not the operator on our current Project. We have a limited ability to influence
or control the operation or future development or the amount of capital
expenditures that we can fund with respect to it. In the case of the Cornell and
Robbins development, our dependence on the operator, JMACK Energy, limits our
ability to influence or control the operation or future development of the
project. Such limitations could materially adversely affect the realization of
our targeted returns on capital related to exploration, drilling or production
activities and lead to unexpected future costs.





We may suffer
losses or incur liability for events for which we or the operator of a property
have chosen not to obtain insurance.




Our
operations are subject to hazards and risks inherent in producing and
transporting natural gas and oil, such as fires, natural disasters, explosions,
pipeline ruptures, spills, and acts of terrorism, all of which can result in the
loss of hydrocarbons, environmental pollution, personal injury claims and other
damage to our and others’ properties. As protection against operating hazards,
we maintain insurance coverage against some, but not all, potential losses. In
addition, pollution and environmental risks generally are not fully insurable.
As a result of market conditions, existing insurance policies may not be renewed
and other desirable insurance may not be available on commercially reasonable
terms, if at all. The occurrence of an event that is not covered, or not fully
covered, by insurance could have a material adverse effect on our business,
financial condition and results of operations.




Our hedging
activities could result in financial losses or could reduce our available funds
or income and therefore adversely affect our financial
position.





To
achieve more predictable cash flow and to reduce our exposure to adverse
fluctuations in the prices of oil and natural gas, we have developed derivative
arrangement plan that could result in both realized and unrealized hedging
losses. As of June 30, 2009 we had not incurred any such losses; furthermore,
the company has not entered into any such contracts. The extent of our
commodity price exposure is related largely to the effectiveness and scope of
our derivative activities. For example, the derivative instruments we may
utilize may be based on posted market prices, which may differ significantly
from the actual crude oil, natural gas and NGL prices we realize in our
operations.
  Our
actual future production may be significantly higher or lower than we estimate
at the time we enter into derivative transactions for such period. If the actual
amount is higher than we estimate, we will have greater commodity price exposure
than we intended. If the actual amount is lower than the nominal amount that is
subject to our derivative financial instruments, we might be forced to satisfy
all or a portion of our derivative transactions without the benefit of the cash
flow from our sale or purchase of the underlying physical commodity, resulting
in a substantial diminution of our liquidity. As a result of these factors, our
derivative activities may not be as effective as we intend in reducing the
volatility of our cash flows, and in certain circumstances may actually increase
the volatility of our cash flows.




Our business
depends in part on gathering and transportation facilities owned by others. Any
limitation in the availability of those facilities could interfere with our
ability to market our oil and natural gas production and could harm our
business.




The
marketability of our oil and natural gas production will depend in a very large
part on the availability, proximity and capacity of pipelines, oil and natural
gas gathering systems and processing facilities. The amount of oil and natural
gas that can be produced and sold is subject to curtailment in certain
circumstances, such as pipeline interruptions due to scheduled and unscheduled
maintenance, excessive pressure, physical damage or lack of available capacity
on such systems. The curtailments arising from these and similar circumstances
may last from a few days to several months. In many cases, we will be provided
only with limited, if any, notice as to when these circumstances will arise and
their duration. Any significant curtailment in gathering system or pipeline
capacity could significantly reduce our ability to market our oil and natural
gas production and harm our business.




The high cost of
drilling rigs, equipment, supplies, personnel and other services could adversely
affect our ability to execute on a timely basis our development, exploitation
and exploration plans within our budget.




Shortages
or an increase in cost of drilling rigs, equipment, supplies or personnel could
delay or interrupt our operations, which could impact our financial condition
and results of operations. Drilling activity in the geographic areas in which we
conduct drilling activities may increase, which would lead to increases in
associated costs, including those related to drilling rigs, equipment, supplies
and personnel and the services and products of other vendors to the industry.
Increased drilling activity in these areas may also decrease the availability of
rigs. We do not have any contracts for drilling rigs and drilling rigs may not
be readily available when we need them. Drilling and other costs may increase
further and necessary equipment and services may not be available to us at
economical prices.




Our exposure to
possible leasehold defects and potential title failure could materially
adversely impact our ability to conduct drilling operations.




We obtain
the right and access to properties for drilling by obtaining oil and natural gas
leases either directly from the hydrocarbon owner, or through a third party that
owns the lease. The leases may be taken or assigned to us without title
insurance. There is a risk of title failure with respect to such leases, and
such title failures could materially adversely impact our business by causing us
to be unable to access properties to conduct drilling operations.




Our reserves are
subject to the risk of depletion because many of our leases are in mature fields
that have produced large quantities of oil and natural gas to
date.




Our
operations are located in fields in Southern Kentucky. As a result, many of our
leases are in, or directly offset, areas that have produced varying quantities
of oil and natural gas to date. As such, reserves may be partially or completely
depleted by offsetting wells or previously drilled wells, which could
significantly harm our business.




Our lease
ownership may be diluted due to financing strategies we may employ in the future
due to our lack of capital.




To
accelerate our development efforts we plan to take on working interest partners
who will contribute to the costs of drilling and completion and then share in
revenues derived from production. In addition, we may in the future, due to a
lack of capital or other strategic reasons, establish joint venture partnerships
or farm out all or part of our development efforts. These economic strategies
may have a dilutive effect on our lease ownership and could significantly reduce
our operating revenues.




We are subject to
complex laws and regulations, including environmental regulations, which can
adversely affect the cost, manner or feasibility of doing
business.




Development,
production and sale of natural gas and oil in the United States are subject to
extensive laws and regulations, including environmental laws and regulations. We
may be required to make large expenditures to comply with environmental and
other governmental regulations. Matters subject to regulation include, but are
not limited to:





·
            location
      and density of wells;


·
            the
      handling of drilling fluids and obtaining discharge permits for drilling
      operations;


·
            accounting
      for and payment of royalties on production from state, federal and Indian
      lands;


·
            bonds
      for ownership, development and production of natural gas and oil
      properties;


·
            transportation
      of natural gas and oil by
pipelines;


·
            operation
      of wells and 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, remediation and clean-up costs and other environmental
damages. Failure to comply with these laws and regulations also may result in
the suspension or termination of our operations and subject us to
administrative, civil and criminal penalties. Moreover, these laws and
regulations could change in ways that substantially increase our costs.
Accordingly, any of these liabilities, penalties, suspensions, terminations or
regulatory changes could materially adversely affect our financial condition and
results of operations enough to possibly force us to cease our business
operations.




9
 Table of Contents





Our operations
may expose us to significant costs and liabilities with respect to
environmental, operational safety and other matters.




We may
incur significant costs and liabilities as a result of environmental and safety
requirements applicable to our oil and natural gas exploration and production
activities. We may also be exposed to the risk of costs associated with Kentucky
Corporation Commission requirements to plug orphaned and abandoned wells on our
oil and natural gas leases from wells previously drilled by third parties. In
addition, we may indemnify sellers or lessors of oil and natural gas properties
for environmental liabilities they or their predecessors may have created. These
costs and liabilities could arise under a wide range of federal, state and local
environmental and safety laws and regulations, including regulations and
enforcement policies, which have tended to become increasingly strict over time.
Failure to comply with these laws and regulations may result in the assessment
of administrative, civil and criminal penalties, imposition of cleanup and site
restoration costs, liens and to a lesser extent, issuance of injunctions to
limit or cease operations. In addition, claims for damages to persons or
property may result from environmental and other impacts of our
operations.




Strict,
joint and several liability may be imposed under certain environmental laws,
which could cause us to become liable for the conduct of others or for
consequences of our own actions that were in compliance with all applicable laws
at the time those actions were taken. New laws, regulations or enforcement
policies could be more stringent and impose unforeseen liabilities or
significantly increase compliance costs. If we are not able to recover the
resulting costs through insurance or increased revenues, our ability to operate
effectively could be adversely affected.




Our facilities
and activities could be subject to regulation by the Federal Energy Regulatory
Commission or the Department of Transportation, which could take actions that
could result in a material adverse effect on our financial
condition.




Although
it is anticipated that our natural gas gathering systems will be exempt from
FERC and DOT regulation, any revisions to this understanding may affect our
rights, liabilities, and access to midstream or interstate natural gas
transportation, which could have a material adverse effect on our operations and
financial condition. In addition, the cost of compliance with any revisions to
FERC or DOT rules, regulations or requirements could be substantial and could
adversely affect our ability to operate in an economic manner. Additional FERC
and DOT rules and legislation pertaining to matters that could affect our
operations are considered and adopted from time to time. We cannot predict what
effect, if any, such regulatory changes and legislation might have on our
operations, but we could be required to incur additional capital expenditures
and increased costs.




Although
our natural gas sales activities are not currently projected to be subject to
rate regulation by FERC, if FERC finds that in connection with making sales in
the future, we (i) failed to comply with any applicable FERC administered
statutes, rules, regulations or orders, (ii) engaged in certain fraudulent acts,
or (iii) engaged in market manipulation, we could be subject to substantial
penalties and fines of up to $1.0 million per day per violation.




We operate in a
highly competitive environment and our competitors may have greater resources
than us.




The
natural gas and oil industry is intensely competitive and we compete with other
companies, many of which are larger and have greater financial, technological,
human and other resources. Many of these companies not only explore for and
produce crude oil and natural gas but also carry on refining operations and
market petroleum and other products on a regional, national or worldwide basis.
Such companies may be able to pay more for productive natural gas and oil
properties and exploratory prospects or define, evaluate, bid for and purchase a
greater number of properties and prospects than our financial or human resources
permit. In addition, such companies may have a greater ability to continue
exploration activities during periods of low oil and natural gas market prices.
Our ability to acquire additional properties and to discover reserves in the
future will be dependent upon our ability to evaluate and select suitable
properties and to consummate transactions in a highly competitive environment.
If we are unable to compete, our operating results and financial position may be
adversely affected.





We may incur
substantial write-downs of the carrying value of our natural gas and oil
properties, which would adversely impact our earnings.




We review
the carrying value of our natural gas and oil properties under the full-cost
accounting rules of the SEC on a quarterly basis. This quarterly review is
referred to as a ceiling test. Under the ceiling test, capitalized costs, less
accumulated amortization and related deferred income taxes, may not exceed an
amount equal to the sum of the present value of estimated future net revenues
(adjusted for cash flow hedges) less estimated future expenditures to be
incurred in developing and producing the proved reserves, less any related
income tax effects. In calculating future net revenues, current prices and costs
used are those as of the end of the appropriate quarterly period. Such prices
are utilized except where different prices are fixed and determinable from
applicable contracts for the remaining term of those contracts, including the
effects of derivatives qualifying as cash flow hedges. Two primary factors
impacting this test are reserve levels and current prices, and their associated
impact on the present value of estimated future net revenues. Revisions to
estimates of natural gas and oil reserves and/or an increase or decrease in
prices can have a material impact on the present value of estimated future net
revenues. Any excess of the net book value, less deferred income taxes, is
generally written off as an expense. Under SEC regulations, the excess above the
ceiling is not expensed (or is reduced) if, subsequent to the end of the period,
but prior to the release of the financial statements, natural gas and oil prices
increase sufficiently such that an excess above the ceiling would have been
eliminated (or reduced) if the increased prices were used in the
calculations.





We will need
additional capital to finance our planned growth, which we may not be able to
raise or may only be available on terms unfavorable to us or our stockholders,
which may result in our inability to fund our working capital requirements and
harm our operational results.




We have
and expect to continue to have substantial capital expenditure and working
capital needs. We will need to rely on cash flow from operations and borrowings
under our credit facility or raise additional cash to fund our operations, pay
outstanding long-term debt, fund our anticipated reserve replacement needs and
implement our growth strategy, or respond to competitive pressures and/or
perceived opportunities, such as investment, acquisition, exploration, workover
and development activities.




If low
natural gas and oil prices, operating difficulties or other factors, many of
which are beyond our control, cause our revenues or cash flows from operations
to decrease, we may be limited in our ability to spend the capital necessary to
complete our development, production exploitation and exploration programs. If
our resources or cash flows do not satisfy our operational needs, we will
require additional financing, in addition to anticipated cash generated from our
operations, to fund our planned growth. Additional financing might not be
available on terms favorable to us, or at all. If adequate funds were not
available or were not available on acceptable terms, our ability to fund our
operations, take advantage of unanticipated opportunities, develop or enhance
our business or otherwise respond to competitive pressures would be
significantly limited. In such a capital restricted situation, we may curtail
our acquisition, drilling, development, and exploration activities or be forced
to sell some of our assets on an untimely or unfavorable basis.




If we
raise additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders would be reduced, and
these newly issued securities might have rights, preferences or privileges
senior to those of existing stockholders.




Our success
depends on our key management and professional personnel, including Rene
Soullier, the loss of whom would harm our ability to execute our business
plan.




Our
success depends heavily upon the continued contributions of Rene Soullier, whose
knowledge, leadership and technical expertise would be difficult to replace, and
on our ability to retain and attract experienced engineers, geoscientists and
other technical and professional staff. We have entered into an employment
agreement with Mr. Soullier.  However, we do not maintain key person
insurance on Mr. Soullier. If we were to lose his services, our ability to
execute our business plan would be harmed and we may be forced to significantly
alter our operations until such time as we could hire a suitable replacement for
Mr. Soullier.





Risks Associated with our
Common Stock




Our common stock
is traded on an illiquid market, making it difficult for investors to sell their
shares.




As of
April 18, 2008, our common stock commenced trading on the Over-the-Counter
Bulletin Board under the symbol “EXOT” (changed to
“PNXE” on July
18, 2008) but trading has been minimal. Therefore, the market for our common
stock is limited. The trading price of our common stock could be subject to wide
fluctuations. Investors may not be able to purchase additional shares or sell
their shares within the time frame or at a price they desire.




The price of our
common stock may be volatile and you may not be able to resell your shares at a
favorable price.




Regardless
of whether an active trading market for our common stock develops, the market
price of our common stock may be volatile and you may not be able to resell your
shares at or above the price you paid for such shares. The following factors
could affect our stock price:





·
            our
      operating and financial performance and
  prospects;


·
            quarterly
      variations in the rate of growth of our financial indicators, such as net
      income per share, net income and
revenues;


·
            changes
      in revenue or earnings estimates or publication of research reports by
      analysts about us or the exploration and production
    industry;


·
            potentially
      limited liquidity;


·
            actual
      or anticipated variations in our reserve estimates and quarterly operating
      results;


·
            changes
      in natural gas and oil prices;


·
            sales
      of our common stock by significant stockholders and future issuances of
      our common stock;


·
            increases
      in our cost of capital;


·
            changes
      in applicable laws or regulations, court rulings and enforcement and legal
      actions;


·
            commencement
      of or involvement in litigation;


·
            changes
      in market valuations of similar
companies;


·
            additions
      or departures of key management
personnel;


·
            general
      market conditions, including fluctuations in and the occurrence of events
      or trends affecting the price of natural gas and oil;
  and


·
            domestic
      and international economic, legal and regulatory factors unrelated to our
      performance.





Our articles of
incorporation, bylaws and Nevada Law contain provisions that could discourage an
acquisition or change of control of us.




Our
articles of incorporation authorize our board of directors to issue preferred
stock and common stock without stockholder approval. If our board of directors
elects to issue preferred stock, it could be more difficult for a third party to
acquire control of us. In addition, provisions of the articles of incorporation
and bylaws could also make it more difficult for a third party to acquire
control of us. In addition, Nevada’s “Combination with Interested Stockholders’
Statute” and its “Control Share Acquisition Statute” may have the effect in the
future of delaying or making it more difficult to effect a change in control of
us.




These
statutory anti-takeover measures may have certain negative consequences,
including an effect on the ability of our stockholders or other individuals to
(i) change the composition of the incumbent board of directors; (ii) benefit
from certain transactions which are opposed by the incumbent board of directors;
and (iii) make a tender offer or attempt to gain control of us, even if such
attempt were beneficial to us and our stockholders. Since such measures may also
discourage the accumulations of large blocks of our common stock by purchasers
whose objective is to seek control of us or have such common stock repurchased
by us or other persons at a premium, these measures could also depress the
market price of our common stock. Accordingly, our stockholders may be deprived
of certain opportunities to realize the “control premium” associated with
take-over attempts.




10
 Table of Contents





We have no plans
to pay dividends on our common stock. You may not receive funds without selling
your stock.




We do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. We currently intend to retain future earnings, if any, to finance the
expansion of our business. Our future dividend policy is within the discretion
of our board of directors and will depend upon various factors, including our
business, financial condition, results of operations, capital requirements,
investment opportunities and restrictions imposed by our debentures and credit
facility.




We may issue
shares of preferred stock with greater rights than our common
stock.




Although
we have no current plans, arrangements, understandings or agreements to issue
any preferred stock, our articles of incorporation authorizes our board of
directors to issue one or more series of preferred stock and set the terms of
the preferred stock without seeking any further approval from our stockholders.
Any preferred stock that is issued may rank ahead of our common stock, with
respect to dividends, liquidation rights and voting rights, among other
things.





Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:





·
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;


·
            Disclose
      certain price information about the
stock;


·
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;


·
            Send
      monthly statements to customers with market and price information about
      the penny stock; and


·
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently, the penny stock rules may
restrict the ability or willingness of broker-dealers to sell the common stock
and may affect the ability of holders to sell their common stock in the
secondary market and the price at which such holders can sell any such
securities.These additional procedures could also limit our ability to
raise additional capital in the future.







If
we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board, which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.





Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board.  More specifically, FINRA has enacted
Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin
Board by requiring an issuer to be current in its filings with the
Commission.  Pursuant to Rule 6530(e), if we file our reports late with the
Commission three times in a two-year period or our securities are removed from
the OTC Bulletin Board for failure to timely file twice in a two-year period
then we will be ineligible for quotation on the OTC Bulletin
Board.  As a result, the market liquidity for our securities could be
severely adversely affected by limiting the ability of broker-dealers to sell
our securities and the ability of stockholders to sell their securities in the
secondary market.





FINRA
sales practice requirements may limit a stockholder's ability to buy and sell
our stock.





In addition to the “penny stock” rules
described above, FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.


Item
1B. Unresolved Staff Comments.
  Not
applicable.


Item
2. Property.
 
 None.




Item
3. Legal Proceedings.




We may become involved in various
routine legal proceedings incidental to our business. However, to our knowledge
as of the date of this report, there are no material pending legal proceedings
to which we are a party or to which any of our property is subject.





Item
4. Submission of Matters to a Vote of Security Holders.




We did not submit any matters to a vote
of our security holders during the year ended June 30, 2009.





PART
II




Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.







(a)
Market Information





11
 Table of Contents





PRICE RANGE OF COMMON
STOCK





As of
April 18, 2008, our common stock commenced trading on the OTC.BB under the
symbol “EXOT” (changed to “PNXE” on July 18, 2008).  Our common stock
has traded infrequently on the OTC.BB, which limits our ability to locate
accurate high and low bid prices for each quarter within the last two fiscal
years. Therefore, the following table lists the quotations for the high and low
bid prices as reported by a Quarterly Trade and Quote Summary Report of the OTC
Bulletin Board and Yahoo! Finance for fiscal years 2007, 2008, and 2009. The
quotations reflect inter-dealer prices without retail mark-up, markdown, or
commissions and may not represent actual transactions.








Fiscal 2008 and
2009                                           Low                      High


Quarter ended September 30,
2007                                                  $    -                      $    -


Quarter ended December 31,
2007                                                  $    -                      $    -


Quarter ended March 31,
2008                                                         $0.12                    $0.40


Quarter ended June 30,
2008                                                            $0.40                    $0.40


Quarter ended September 30,
2008                                                  $0.05                    $0.61


Quarter ended December 31,
2008                                                  $0.35                     $1.01


Quarter ended March 31,
2009                                                         $0.70                     $1.01


Quarter ended June 30,
2009                                                            $0.20                     $1.01


Interim period ended October 13,
2009                                          $0.187                   $0.25





The last
reported sale price of our common stock on the OTC.BB was $0.25 per share
on October 13, 2009





(b)
Holders of Common Stock




As of
June 30, 2009, there were 48 holders of record of our common
stock.




(c)
Dividends





We have
never paid or declared any cash dividends on our common stock. We currently
intend to retain any future earnings to finance the growth and development of
our business and we do not expect to pay any cash dividends on our common stock
in the foreseeable future. In addition, we are contractually prohibited by the
terms of our outstanding debt from paying cash dividends on our common stock.
Payment of future dividends, if any, will be at the discretion of our board of
directors and will depend on our financial condition, results of operations,
capital requirements, restrictions contained in current or future financing
instruments, including the consent of debt holders, if applicable at such time,
and other factors our board of directors deems relevant.





(d)
Securities Authorized for Issuance under Equity Compensation Plans





None.




Recent
      Sales of Unregistered Securities





None.





Issuer
Purchases of Equity Securities





We did not repurchase any of our equity
securities during the fiscal years ended June 30 2009 or 2008.




Item
6. Selected Financial Data.




Not applicable.




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




The following discussion of our
financial condition and results of operations should be read in conjunction with
our financial statements and the related notes to our financial statements
included elsewhere in this report. In addition to historical financial
information, the following discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. Our actual results
and timing of selected events may differ materially from those anticipated in
these forward-looking statements as a result of many factors, including those
discussed under ITEM 1A. Risk Factors are elsewhere in this
report.





OVERVIEW
AND OUTLOOK





As a
result of our recent change of control, our business focus has been redirected
to the oil and natural gas industry. Our corporate strategy is to continue
building value in Phoenix Energy through the development and acquisition of gas
and oil assets that exhibit consistent, predictable, and long-lived
production.





Results
of Operations for the Fiscal Years Ended June 30, 2009 and 2008.





We are in
the early stage of developing properties in Kentucky and currently have no
production or revenues from these properties. Our operations to date have been
limited to technical evaluation of the properties and the design of development
plans to exploit the oil and gas resources on those properties as well as
seeking financing opportunities to acquire additional oil and gas
properties.





We will
not have any significant production revenue unless and until we are able to
establish commercial production in connection with new drilling activities
planned for 2010 or in connection with other acquisition
activities.  Accordingly, the oil and gas operations reflected in the
fiscal year ended June 30, 2009, we believe are not indicative of future oil and
gas operations.





Our
expenses to date have consisted principally of general and administrative costs
associated with evaluating other potential acquisitions and raising
capital.  We expect these costs to increase as we proceed with our
development plans.  Total operating expenses for the fiscal year ended
June 30, 2008 were $61,489 compared to $262,531 for the fiscal year ended June
30, 2009.  We had a net loss of $59,474 or ($0.01) per share for the
year ended June 30, 2008 compared to a net loss of $281,230 or less than ($0.01)
per share for the year ended June 30, 2009.


Operation
Plan





Our plan is to acquire oil and natural
gas assets, primarily in the mid-continent region of the United
States.  However, over time we may expand our area of operations as
opportunities to do so become available.  Once these assets are
acquired we plan to continue to focus our efforts on increasing production of
oil and natural gas, cash flows and enhancing our net asset value.





We expect
to achieve these results by:





·
            Investing
      additional capital in development drilling and in secondary and tertiary
      recovery of oil as well as natural
gas;


·
            Using
      the latest technologies available to the oil and natural gas industry in
      our operations;


·
            Finding
      additional oil and natural gas reserves on the properties we
      acquire.





Summary





We have
several other projects that are in various stages of discussions and we are
continually evaluating oil and gas opportunities in Kentucky.  Once a
financial partner is selected we plan to bring multiple acquisitions to our
current financial partner for evaluation and financing.  It is our
vision to grow the business in a disciplined and well thought-through
manner.





In
addition to raising additional capital we plan to take on Joint Venture (JV) or
Working Interest (WI) partners that will contribute to the capital costs of
drilling and completion and then share in revenues derived from production. This
economic strategy may allow us to utilize our own financial assets toward the
growth of our leased acreage holdings, pursue the acquisition of strategic oil
and gas producing properties or companies and generally expand our existing
operations.





Because
of our limited operating history we have yet to generate any revenues from the
sale of oil or natural gas. Our activities have been limited to raising capital,
negotiating WI agreements, mineral lease acquisition and preliminary analysis of
reserves and production capabilities from our mineral lease acquisitions.
Consequently, we have incurred the expenses of start-up.





Our
future financial results will depend primarily on: (i) the ability to continue
to source and screen potential projects; (ii) the ability to discover commercial
quantities of natural gas and oil; (iii) the market price for oil and natural
gas; and (iv) the ability to fully implement our exploration and development
program, which is dependent on the availability of capital resources. There can
be no assurance that we will be successful in any of these respects, that the
prices of oil and gas prevailing at the time of production will be at a level
allowing for profitable production, or that we will be able to obtain additional
funding to increase our currently limited capital resources.





Liquidity
and Capital Resources




Liquidity
is a measure of a company’s ability to meet potential cash requirements. We have
historically met our capital requirements through debt financing and the
issuance of equity securities. In the future we anticipate we will be able to
provide some of the necessary liquidity we need by the revenues generated from
our net interests in our oil and natural gas production, and sales of reserves
in our existing properties, however, if we do not generate sufficient sales
revenues we will continue to finance our operations through equity and/or debt
financings.





We will
actively manage our exposure to commodity price fluctuations by executing
derivative transactions to hedge the change in prices of our production, thereby
mitigating our exposure to price declines, but these transactions will also
limit our earnings potential in periods of rising commodity prices. There also
is a risk that we will be required to post collateral to secure our hedging
activities and this could limit our available funds for our business
activities.





12
 Table of Contents





The
following table summarizes total current assets, total current liabilities and
working capital at June 30, 2009 as compared to June 30, 2008.





June
      30
                2009
              
              
              June
      30
                2008
              
              
              Increase
      / (Decrease)Current
      Assets
              
              $
              2,496
              
              
              $
              148,168
              
              
              $
              (145,672
              )Current
      Liabilities
              
              $
              30,016
              
              
              $
              14,456
              
              
              $
              15,560Working
      Capital
              
              $
              (27,519
              )
              
              $
              133,712
              
              
              $
              (161,241
              )





Discussion
of Material Balance Sheet Changes from Fiscal 2008 to Fiscal 2009




Our total
assets amounted to $148,168 at June 30, 2008 compared to $2,496 at June 30,
2009. Our total liabilities increased from $164,456 at June 30, 2008 to $230,016
at June 30, 2009 primarily as a result of our loan agreement with Helvetic
Capital Ventures





Satisfaction of our cash obligations
for the next 12 months.




A
critical component of our operating plan is the ability to obtain additional
capital through additional equity and/or debt financing and working interest
participants. We have not generated sufficient cash revenues to meet our monthly
expenses, we still have negative working capital. In the event we cannot obtain
additional capital to pursue our strategic plan, however, this would materially
impact our ability to continue our aggressive growth. However, there is no
assurance we would be able to obtain such financing on commercially reasonable
terms, if at all.




We
intend to implement and successfully execute our business and marketing
strategy, continue to develop and upgrade technology and products, respond to
competitive developments, and attract, retain and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such risks,
and the failure to do so can have a material adverse effect on our business
prospects, financial condition and results of operations.


Summary of product research and
development that we will perform for the term of our plan.





We do not
anticipate performing any significant product research and development under our
plan of operation until such time as we can raise adequate working capital to
sustain our operations.





Expected purchase or sale of any
significant equipment.




We
anticipate that we will purchase the necessary production and field service
equipment required to produce oil and natural gas during our normal course of
operations over the next twelve months. We currently estimate this amount to be
approximately $1.5 million.




Significant changes in the number of
employees.




As of
June 30. 2009, we had 1 full time employee. As drilling and production
activities increase, we intend to hire additional technical, operational and
administrative personnel as appropriate. We anticipate offering a number of
independent contractors in the field full time employment to help secure a more
stable work base. We do not anticipate a material increase in expenses from this
initiative, as most of these individuals are already included in our current
operating and capital expenses. We are using and will continue to use the
services of independent consultants and contractors to perform various
professional services, particularly in the area of land services, reservoir
engineering, drilling, water hauling, pipeline construction, well design,
well-site monitoring and surveillance, permitting and environmental assessment.
We believe that this use of third-party service providers may enhance our
ability to contain general and administrative expenses.




Off-Balance Sheet
Arrangements




We do not
have any 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 is material to investors.




13
 Table of Contents





Critical
Accounting Policies and Estimates




Our
critical accounting estimates include our oil and gas properties, asset
retirement obligations and the value of share-based payments.




Oil and Gas
Properties:




The
accounting for our business is subject to special accounting rules that are
unique to the gas and oil industry. There are two allowable methods of
accounting for oil and gas business activities: the successful efforts method
and the full-cost method. We will follow the full-cost method of accounting
under which all costs associated with property acquisition, exploration and
development activities are capitalized. We also capitalize internal costs that
can be directly identified with our acquisition, exploration and development
activities and do not include any costs related to production, general corporate
overhead or similar activities.




Under the
full-cost method, capitalized costs are amortized on a composite
unit-of-production method based on proved gas and oil reserves. Depreciation,
depletion and amortization expense is also based on the amount of estimated
reserves. If we maintain the same level of production year over year, the
depreciation, depletion and amortization expense may be significantly different
if our estimate of remaining reserves changes significantly. Proceeds from the
sale of properties are accounted for as reductions of capitalized costs unless
such sales involve a significant change in the relationship between costs and
the value of proved reserves or the underlying value of unproved properties, in
which case a gain or loss is recognized. The costs of unproved properties are
excluded from amortization until the properties are evaluated. We review all of
our unevaluated properties quarterly to determine whether or not and to what
extent proved reserves have been assigned to the properties, and otherwise if
impairment has occurred. Unevaluated properties are assessed individually when
individual costs are significant.




We will
review the carrying value of our gas and oil properties under the full-cost
accounting rules of the SEC on a quarterly basis. This quarterly review is
referred to as a ceiling test. Under the ceiling test, capitalized costs, less
accumulated amortization and related deferred income taxes, may not exceed an
amount equal to the sum of the present value of estimated future net revenues
(adjusted for cash flow hedges) less estimated future expenditures to be
incurred in developing and producing the proved reserves, less any related
income tax effects. In calculating future net revenues, current prices and costs
used are those as of the end of the appropriate quarterly period. Such prices
are utilized except where different prices are fixed and determinable from
applicable contracts for the remaining term of those contracts, including the
effects of derivatives qualifying as cash flow hedges. Two primary factors
impacting this test are reserve levels and current prices, and their associated
impact on the present value of estimated future net revenues. Revisions to
estimates of gas and oil reserves and/or an increase or decrease in prices can
have a material impact on the present value of estimated future net revenues.
Any excess of the net book value, less deferred income taxes, is generally
written off as an expense. Under SEC regulations, the excess above the ceiling
is not expensed (or is reduced) if, subsequent to the end of the period, but
prior to the release of the financial statements, gas and oil prices increase
sufficiently such that an excess above the ceiling would have been eliminated
(or reduced) if the increased prices were used in the calculations.




The
process of estimating gas and oil reserves is very complex, requiring
significant decisions in the evaluation of available geological, geophysical,
engineering and economic data. The data for a given property may also change
substantially over time as a result of numerous factors, including additional
development activity, evolving production history and a continual reassessment
of the viability of production under changing economic conditions. As a result,
material revisions to existing reserve estimates occur from time to time.
Although every reasonable effort is made to ensure that reserve estimates
reported represent the most accurate assessments possible, the subjective
decisions and variances in available data for various properties increase the
likelihood of significant changes in these estimates.





Asset
Retirement Obligations:





The asset
retirement obligation relates to the plug and abandonment costs when our wells
are no longer useful. We determine the value of the liability by obtaining
quotes for this service and estimate the increase we will face in the future. We
then discount the future value based on an intrinsic interest rate that is
appropriate for us. If costs rise more than what we have expected there could be
additional charges in the future however we monitor the costs of the abandoned
wells and we will adjust this liability if necessary.





Recent
Accounting Pronouncements




In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities — an amendment to FASB Statement
No. 133.” SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments; (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations; and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. It is effective for
financial statements issued for fiscal years beginning after November 15,
2008, with early adoption encouraged. The adoption of this statement, which is
expected to occur in the first quarter of 2009, is not expected to have a
material effect on the Company’s consolidated financial statements.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s consolidated financial statements.





In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — an interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s consolidated financial
statements.




On May 9,
2008, the FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement).” FSP APB 14-1 clarifies that convertible
debt instruments that may be settled in cash upon conversion (including partial
cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14,
“Accounting for Convertible Debt and Debt Issued with Stock Purchase
Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such
instruments should separately account for the liability and equity components in
a manner that will reflect the entity’s nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. FSP APB14-1 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. FSP APB 14-1 will be effective
for the Company on January 1, 2009. The adoption of FSP APB 14-1 is not
expected to have a material impact on the Company’s consolidated results of
operations or its consolidated financial position.





On June
16, 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”, to
address the question of whether instruments granted in share-based payment
transactions are participating securities prior to vesting. FSP EITF 03-6-1
indicates that unvested share-based payment awards that contain rights to
dividend payments should be included in earnings per share calculations. The
guidance is effective for fiscal years beginning after December 15, 2008. FSP
EITF 03-6-1 will be effective for the Company on January 1, 2009. The
adoption of FSP EITF 03-6-1 is not expected to have a material impact on the
Company’s consolidated results of operations or consolidated financial
position.





In June
2008, the FASB issued EITF Issue 07-5 (EITF 07-5), “Determining whether an
Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” EITF
07-5 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early
application is not permitted. Paragraph 11(a) of SFAS No. 133 “Accounting for
Derivatives and Hedging Activities”, specifies that a contract that would
otherwise meet the definition of a derivative but is both (a) indexed to the
Company’s own stock and (b) classified in stockholders’ equity in the statement
of financial position would not be considered a derivative financial instrument.
EITF 07-5 provides a new two-step model to be applied in determining whether a
financial instrument or an embedded feature is indexed to an issuer’s own stock
and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope
exception. EITF 07-5 will be effective for the Company on January 1,
2009. The adoption of EITF 07-5 is not expected to have a material impact
on the Company’s consolidated financial statements.





In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions are Participating Securities” (FSP 03-6-1).
FSP 03-6-1 clarifies that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and are to be included in the computation
of earnings per share under the two-class method described in SFAS No. 128,
“Earnings Per Share”. This FSP will be effective for the Company on January
1, 2009 and requires that all prior-period earnings-per-share data that are
presented be adjusted retrospectively. The Company does not expect FSP 03-6-1 to
have a material impact on its earnings per share calculations.





In
October 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active” (FSP 157-3). FSP
157-3 clarifies the application of SFAS 157 in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. As it relates to the Company’s financial assets and liabilities
recognized or disclosed at fair value in the Company’s consolidated financial
statements on a recurring basis (at least annually), the adoption of FSP 157-3
did not have a material impact on the Company’s consolidated financial
statements.





In
November 2008, the EITF reached consensus on Issue No. 08-6, “Equity Method
Investment Accounting Considerations” (EITF 08-6), which clarifies the
accounting for certain transactions and impairment considerations involving
equity method investments. The intent of EITF 08-6 is to provide guidance
on (i) determining the initial carrying value of an equity method
investment, (ii) performing an impairment assessment of an underlying
indefinite-lived intangible asset of an equity method investment,
(iii) accounting for an equity method investee’s issuance of shares, and
(iv) accounting for a change in an investment from the equity method to the
cost method. EITF 08-6 is effective for the Company’s year beginning
January 1, 2009 and is to be applied prospectively. The adoption of Issue
No. 08-6 is not expected to have a material impact on the Company’s consolidated
financial position or consolidated results of operations.





In
December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8,
“Disclosures by Public Entities (Enterprises) About Transfers of Financial
Assets and Interest in Variable Interest Entities” (FSP 140-4).
FSP 140-4 requires additional disclosure about transfers of financial
assets and an enterprise’s involvement with variable interest entities.
FSP 140-4 was effective for the first reporting period ending after
December 15, 2008. The adoption of FSP 140-4 did not have any impact
on the Company’s consolidated financial statements.





In December 2008, the FASB issued FSP No.132 (R)-1, “Employers’
Disclosures about Pensions and Other Postretirement Benefits” (FSP 132R-1). FSP
132R-1 requires enhanced disclosures about the plan assets of a Company’s
defined benefit pension and other postretirement plans. The enhanced disclosures
required by this FSP are intended to provide users of financial statements with
a greater understanding of: (1) how investment allocation decisions are
made, including the factors that are pertinent to an understanding of investment
policies and strategies; (2) the major categories of plan assets;
(3) the inputs and valuation techniques used to measure the fair value of
plan assets; (4) the effect of fair value measurements using significant
unobservable inputs (Level 3) on changes in plan assets for the period; and
(5) significant concentrations of risk within plan assets. This FSP will be
effective for the Company’s year beginning January 1, 2009 and is not expected
to have a material impact on its consolidated financial
statements.





In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165"). SFAS 165
is intended to establish general standards of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for
selecting that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
SFAS 165 adoption did not have an impact on the Company’s financial
statements.





In June
2009, the FASB issued SFAS No. 166, a revision to SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
and will require more information about transferred of financial assets and
where companies have continuing exposure to the risks related to transferred
financial assets. SFAS 166 is effective at the start of a company’s first fiscal
year beginning after November 15, 2009, or January 1, 2010 for companies
reporting earnings on a calendar-year basis.


In June
2009, the FASB issued SFAS No. 167, a revision to FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities, and will change how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. Under SFAS
No. 167, determining whether a company is required to consolidate an entity will
be based on, among other things, an entity's purpose and design and a company's
ability to direct the activities of the entity that most significantly impact
the entity's economic performance. SFAS 167 is effective at the start of a
company’s first fiscal year beginning after November 15, 2009, or January 1,
2010 for companies reporting earnings on a calendar-year basis.





In June
2009, the FASB issued SFAS No. 168, the FASB Accounting Standards CodificationTM
and the Hierarchy of Generally Accepted Accounting Principles - a Replacement of
FASB Statement No. 162 (“SFAS 168”). This Standard establishes the FASB
Accounting Standards CodificationTM (the “codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with US GAAP. The codification does not change current US GAAP, but
is intended to simplify user access to all authoritative US GAAP by providing
all the authoritative literature related to a particular topic in one place. The
Codification is effective for interim and annual periods ending after September
15, 2009, and as of the effective date, all existing accounting standard
documents will be superseded. The Codification is effective in the third quarter
of 2009, and accordingly, the Quarterly Report on Form 10-Q for the quarter
ending September 30, 2009 and all subsequent public filings will reference the
Codification as the sole source of authoritative literature.





Effects
of Inflation and Pricing




The oil
and natural gas industry is very cyclical and the demand for goods and services
of oil field companies, suppliers and others associated with the industry puts
extreme pressure on the economic stability and pricing structure within the
industry. Material changes in prices impact revenue stream, estimates of future
reserves, borrowing base calculations of bank loans and value of properties in
purchase and sale transactions. Material changes in prices can impact the value
of oil and natural gas companies and their ability to raise capital, borrow
money and retain personnel. We anticipate the increased business costs will
continue while the commodity prices for oil and natural gas, and the demand for
services related to production and exploration, both remain high (from a
historical context) in the near term.




14
 Table of Contents





Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.




The
information to be reported under this item is not required of smaller reporting
companies.




Item
8. Financial Statements and Supplementary Data.




Management
Responsibility for Financial Information





We are
responsible for the preparation, integrity and fair presentation of our
financial statements and the other information that appears in this annual
report on Form 10-K. The financial statements have been prepared in accordance
with accounting principles generally accepted in the United States and include
estimates based on our best judgment.





We
maintain a comprehensive system of internal controls and procedures designed to
provide reasonable assurance, at an appropriate cost-benefit relationship, that
our financial information is accurate and reliable, our assets are safeguarded
and our transactions are executed in accordance with established
procedures.





Mantyla
McReynolds, LLC, an independent registered public accounting firm, is retained
to audit our financial statements. Its accompanying report is based on an audit
conducted in accordance with the standards of the Public Company Accounting
Oversight Board (United States).





Our
financial statements and notes thereto, and other information required by this
Item 8 are included in this report beginning on page F-1.




Item
9. Changes in and Disagreements With Accountants On Accounting and Financial
Disclosure.




On May
16, 2008, Registrant’s Board of Directors made the decision to change its
auditor.  Instead of Lawrence Scharfman & Co., CPA P.C., the Board
of Directors decided to retain Mantyla McReynolds, LLC as its independent
auditor to review Registrant’s quarterly reports for the quarter ending March
31, 2008 and to audit Registrant’s financial statements for the year ended June
30, 2008. The former auditor, Lawrence Scharfman & Co., CPA P.C., was
dismissed effective on May 14, 2008 upon the change in the Registrant’s
management. Registrant does not have an audit committee.





In the
audit report on the financial statements for the year ended June 30, 2007,
Lawrence Scharfman & Co., CPA P.C. disclosed an uncertainty of the
Registrant to continue as a going concern. During the two most recent fiscal
years and any subsequent interim period through the date of dismissal, there
were no disagreements with the former auditor on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of the
former auditor, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its reports.





The
Company had not consulted with Mantyla McReynolds, LLC on either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements, or any other matter that was the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K).




Item
9A(T). Controls and Procedures.




Our Chief Executive and
Principal Accounting Officer, Rene Soullier,evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of the end of the period covered by
this annual report on Form 10-K. Based on this evaluation, our Chief Financial
Officer concluded that, as of June 30, 2009, our disclosure controls and
procedures are ineffective in ensuring that the information we are required to
disclose in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.





Management’s
Report on Internal Control over Financial Reporting





Our
Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(c) and (d) of the
Exchange Act. Our internal controls are designed to provide reasonable assurance
that the reported financial information is presented fairly, financial
disclosures are adequate and that the judgments inherent in the preparation of
financial statements are reasonable and in accordance with generally accepted
accounting principles of the United States of America (GAAP).





Because of its inherent limitations, a
system of internal control over financial reporting can provide only reasonable
assurance and may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Further, because of
changes in conditions, effectiveness of internal control over financial
reporting may vary over time.





A significant deficiency is a control
deficiency, or combination of control deficiencies, that adversely affects the
company’s ability to initiate, authorize, record, process, or report external
financial data reliably in accordance with generally accepted accounting
principles such that there is more than a remote likelihood that a misstatement
of the company’s annual or interim financial statements that is more than
inconsequential will not be prevented or detected. An internal control material
weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.





As part
of our compliance efforts relative to Section 404 of the Sarbanes-Oxley Act of
2002, our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2009. In making this assessment, management
used the criteria set forth in the Internal Control - Integrated Framework by
the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").We
evaluated control deficiencies identified through our test of the design and
operating effectiveness of controls over financial reporting to determine
whether the deficiencies, individually or in combination, are significant
deficiencies or material weaknesses. In performing the assessment, our
management has identified one material weakness in internal control over
financial reporting existing as of June 30, 2009. Our evaluation of the
significance of each deficiency included both quantitative and qualitative
factors. Based on that evaluation, the Company’s management concluded that as of
June 30, 2009 and as of the date that the evaluation of the effectiveness of our
internal controls and procedures was completed, the Company’s internal controls
are not effective, for the reason discussed below:





Segregation of
Duties





As a result
of limited employees within the accounting department we were unable to meet
certain segregation of duties criteria and did not have existing resources for
creating a compensating control mechanism. As of June 30, 2009, during our
evaluation of internal controls our Chief Financial Officer identified the
inability to include proper segregation of transaction authorization,
transaction processing and custody within our accounting department, resulting
in a material weakness in our internal controls over financial reporting.
Despite our material weakness regarding our segregation of duties, we believe
that our financial statements included in this report fairly present in all
material respects the Company's financial condition, results of operations and
cash flows for the periods presented and that this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report.





Remediation
Initiative





We plan to rectify the segregation of
duties weakness through a change in our internal control procedures upon gaining
sufficient working capital. We have implemented certain processes whereby we are
utilizing outside consultants to provide appropriate checks and balances over
all functions that could potentially have a material impact on our financial
statements. Further, the consulting firm will assist us in implementing
additional controls to improve our overall control processes. In addition, it is
our intention to hire a minimum of one qualified accounting individual as soon
as the necessary financial resources become available.




Other than the weakness identified
above and our partial remediation of the weakness, there were no other changes
in our internal control over financial reporting that occurred during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permits the company to provide only management’s report
in this annual report.




Item
9B. Other Information.




None.





15
 Table of Contents





PART
III




Item
10. Directors, Executive Officers and Corporate Governance.




The following table sets forth certain
information regarding our current directors and executive officers. Our
executive officers serve one-year terms.





Name
            Age
            Position
            
            Board Committee(s)Rene
      Soullier
            34
            President,
      Chief Executive Officer, Principal Financial and Accounting Officer and
      Chairman, Director
            
            None





Rene Soullier has been our
President, Chief Executive Officer and Chairman since March 1,
2008.





Rene
Soullier was born in 1975 in Canada. After graduation in 1993 from Summerland
Secondary School, Summerland British Columbia, he went on to graduate from
Okanagan University College, British Columbia, with a Bachelor of Science in
Natural Sciences.  His focal points, in addition to Biology, were
Earth and Environmental Sciences including Geology, Physical Geography, Stream
Analysis and Field Techniques.





In 2003
Mr. Soullier joined the research team of Summerland Agricultural Research
Station where he stayed until beginning of 2006.  Already in the last
months of his research project at the end of 2005 Mr. Soullier was appointed a
director of a European based company providing business and management
consultancy world-wide.  He has specialized in management consultancy
for ecologically oriented companies and structures.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires our executive officers and directors, and persons who beneficially own
more than ten percent of our common stock, to file initial reports of ownership
and reports of changes in ownership with the SEC. Executive officers, directors
and greater than ten percent beneficial owners are required by SEC regulations
to furnish us with copies of all Section 16(a) forms they file. Based upon a
review of the copies of such forms furnished to us and written representations
from our executive officers and directors, we believe that as of the date of
this report they were all current in their 16(a) reports.





Board
of Directors





Our board of directors currently
consists of one member. Our directors serve one-year terms.





Committees
of the Board of Directors





None.





Code
of Ethics





We have
not adopted a Code of Business Conduct and Ethics at this time.





Limitation of Liability of
Directors





Pursuant
to the Nevada Revised Statutes, our Articles of Incorporation exclude personal
liability for our Directors for monetary damages based upon any violation of
their fiduciary duties as Directors, except as to liability for any breach of
the duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or any transaction from
which a Director receives an improper personal benefit. This exclusion of
liability does not limit any right which a Director may have to be indemnified
and does not affect any Director’s liability under federal or applicable state
securities laws. We have agreed to indemnify our directors against expenses,
judgments, and amounts paid in settlement in connection with any claim against a
Director if he acted in good faith and in a manner he believed to be in our best
interests.





Nevada Anti-Takeover Law and Charter
and By-law Provisions




Depending
on the number of residents in the state of Nevada who own our shares, we could
be subject to the provisions of Sections 78.378 et seq. of the Nevada Revised
Statutes which, unless otherwise provided in a company’s articles of
incorporation or by-laws, restricts the ability of an acquiring person to obtain
a controlling interest of 20% or more of our voting shares. Our articles of
incorporation and by-laws do not contain any provision which would currently
keep the change of control restrictions of Section 78.378 from applying to
us.




We are
subject to the provisions of Sections 78.411 et seq. of the Nevada Revised
Statutes. In general, this statute prohibits a publicly held Nevada corporation
from engaging in a “combination” with an “interested stockholder” for a period
of three years after the date of the transaction in which the person became an
interested stockholder, unless the combination or the transaction by which the
person became an interested stockholder is approved by the corporation’s board
of directors before the person becomes an interested stockholder. After the
expiration of the three-year period, the corporation may engage in a combination
with an interested stockholder under certain circumstances, including if the
combination is approved by the board of directors and/or stockholders in a
prescribed manner, or if specified requirements are met regarding consideration.
The term “combination” includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years did own, 10% or more of
the corporation’s voting stock. A Nevada corporation may “opt out” from the
application of Section 78.411 et seq. through a provision
in its articles of incorporation or by-laws. We have not “opted out” from the
application of this section.




Apart
from Nevada law, however, our articles of incorporation and by-laws do not
contain any provisions which are sometimes associated with inhibiting a change
of control from occurring (i.e., we do not provide for a staggered board, or for
“super-majority” votes on major corporate issues). However, we do have 5,000,000
shares of authorized “blank check” preferred stock, which could be used to
inhibit a change in control.




Item
11. Executive Compensation.




The
following table sets forth summary compensation information for the fiscal years
ended June 30, 2009, 2008 and 2007 for our Chief Executive Officer. We did not
have any other executive officers as of the end of fiscal 2009.





Summary Compensation
Table


Name
      and Principal Position
            Fiscal
      Year
            Salary
              ($)
            Bonus
      ($)
            Option
      Awards
              ($)
            All
      Other Compen-sation
              ($)
            Total
              ($)Rene
      Soullier
              President,
      CEO, Principal Financial and Accounting Officer
            2009
              2008
              2007
            $36,000
              $36,000(1)
              $-0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            $-0-
              $-0-
              $-0-
            $36,000
              $36,000
              $-0-





(1)
            Mr.
      Soullier began receiving compensation as of March 1, 2008. We agreed to
      pay Mr. Soullier a monthly salary of $3,000. Mr. Soullier agreed to defer
      his salary until financing was secured. As of June 30, 2008, we accrued
      $12,000 of Mr. Soullier’s salary. Subsequent to June 30, 2008, Mr.
      Soullier’s accrued salary was paid and Mr. Soullier is no longer accruing
      salary.





Outstanding Equity Awards at 2009
Fiscal Year-End





None.





Potential Payments Upon Termination
or Change in Control




We have
not entered into any compensatory plans or arrangements with respect to our
named executive officer, which would in any way result in payments to such
officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a change
in his responsibilities following a change in control.





Non-Employee
Director Compensation





None.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following table presents information, to the best of Phoenix Energy’s knowledge,
about the ownership of Phoenix Energy’s common stock on June 30, 2009 relating
to those persons known to beneficially own more than 5% of Phoenix Energy’s
capital stock and by Phoenix Energy’s named executive officer, directors and
directors and executive officers as a group. The percentage of beneficial
ownership for the following table is based on 62,700,000 shares of
common stock outstanding.





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares
of common stock over which the stockholder has sole or shared voting or
investment power. It also includes shares of common stock that the stockholder
has a right to acquire within 60 days after June 24, 2008 pursuant to options,
warrants, conversion privileges or other right. The percentage ownership of the
outstanding common stock, however, is based on the assumption, expressly
required by the rules of the Securities and Exchange Commission, that only the
person or entity whose ownership is being reported has converted options or
warrants into shares of Phoenix Energy’s common stock.





Name
      and Address of Beneficial Owner, Officer or Director(1)
            
            Number
              of
      Shares
            
            Percent
      of Outstanding Shares of Common Stock(2)Rene
      Soullier, President & Chief Executive Officer(3)
            
            -0-
            
            *Directors
      and Officers as a Group
            
            -0-
            
            *Helvetic
      Capital Ventures AG
              Sihlamtsstrasse
      5
              Zurich,
      Switzerland CH8002
            
            40,000,050
            
            64%*Represents beneficial
      ownership of less than 1%


(1)
            As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to a security (i.e., thepower to dispose
      of, or to direct the disposition of, a
  security).


(2)
            Figures
      are rounded to the nearest tenth of a
percent.


(3)
            The
      address of each person is care of Phoenix
  Energy:




16
 Table of Contents





Item
13. Certain Relationships and Related Transactions, and Director
Independence.




We were
not a party to any transactions or series of similar transactions that have
occurred during this fiscal year in which:


•
            The
      amounts involved exceeds the lesser of $120,000 or one percent of the
      average of our total assets at year end for the last two completed fiscal
      years; and•
            A
      director, executive officer, holder of more than 5% of our common stock or
      any member of their immediate family had or will have a direct or indirect
      material interest.





Item
14. Principal Accountant Fees and Services.





MantylaMcReynolds, LLC served as our
principal independent public accountants for fiscal 2008 and 2009. Aggregate
fees billed to us for the fiscal years ended June 30, 2009 and 2008 by
MantylaMcReynolds, LLC and Lawrence Scharfman, CPA were as follows:





For
      the Fiscal Years Ended
              June
      30,2009
            
            2008(1)
      Audit Fees(1)
            
            $
            21,966
            
            
            $
            4,000(2)
      Audit-Related Fees(2)
            
            
            -0-
            
            
            
            -0-(3)
      Tax Fees(3)
            
            
            -0-
            
            
            
            -0-(4)
      All Other Fees
            
            
            -0-
            
            
            
            -0-Total
      fees paid or accrued to our principal accountant
            
            $
            21,966
            
            
            $
            4,000





(1)
            Audit
      Fees include fees billed and expected to be billed for services performed
      to comply with Generally Accepted Auditing Standards (GAAS), including the
      recurring audit of the Company’s consolidated financial statements for
      such period included in this Annual Report on Form 10-K and for the
      reviews of the consolidated quarterly financial statements included in the
      Quarterly Reports on Form 10-QSB filed with the Securities and
      Exchange Commission. This category also includes fees for audits provided
      in connection with statutory filings or procedures related to audit of
      income tax provisions and related reserves, consents and assistance with
      and review of documents filed with the
SEC.


(2)
            Audit-Related
      Fees include fees for services associated with assurance and reasonably
      related to the performance of the audit or review of the Company’s
      financial statements. This category includes fees related to assistance in
      financial due diligence related to mergers and acquisitions, consultations
      regarding Generally Accepted Accounting Principles, reviews and
      evaluations of the impact of new regulatory pronouncements, general
      assistance with implementation of Sarbanes-Oxley Act of 2002 requirements
      and audit services not required by statute or
  regulation.


(3)
            Tax
      fees consist of fees related to the preparation and review of the
      Company’s federal and state income tax
returns.





PART
IV




Item
15. Exhibits, Financial Statement Schedules.




The
following information required under this item is filed as part of this
report:





(a) 1.
Financial Statements





PageManagement
      Responsibility for Financial Information
            
            62Management’s
      Report on Internal Control Over Financial Reporting
            
            63Index
      to Financial Statements
            
            F-19Report
      of Independent Registered Public Accounting Firm
            
            F-20Consolidated
      Balance Sheets
            
            F-21Consolidated
      Statements of Operations
            
            F-22Consolidated
      Statements of Stockholders Equity
            
            F-23Consolidated
      Statements of Cash Flows
            
            F-24





2.
Financial Statement Schedules





None.





3.
Exhibit Index





Exhibit No.
            
            Description3.1
            
            Amended
      and Restated Articles of Incorporation, as currently in effect
      (incorporated by reference to Exhibit A to the Form DEF 14C filed on June
      2, 2008)4.1
            
            Article
      I of Amended and Restated Articles of Incorporation of Exotacar, Inc.
      (incorporated by reference to Exhibit A to the Form DEF 14C filed on June
      2, 2008)4.2
            
            Article
      IV and Article VIII, Sections 3 & 6 of Amended and Restated Bylaws of
      Exotacar, Inc. (incorporated by reference to Exhibit A to the Form DEF 14C
      filed on June 2, 2008)31.1
            
            Certification of Chief Executive and Principal
      Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
            
            Certification of Chief Executive and Principal
      Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002








17
 Table of Contents






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.






PHOENIX
ENERGY RESOURCES, INC.




By: /s/ Rene
Soullier


Rene
Soullier, Chief Executive Officer





Date:  October
13, 2009




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.




Name
            Title
            Date/s/ Rene
      Soullier
              Rene
      Soullier
            President,
      Chief Executive Officer, (Principal Executive Officer), Principal
      Accounting Officer, Secretary, Chairman
            October
      13, 2009











18
 Table of Contents




Index
to Financial Statements







Page


Index to
Financial
Statements                                                                                                                                            
F-19


Report of
Independent Registered Public Accounting
Firm                                                                                          
F-20


Consolidated
Balance Sheets at June 30, 2009 and
2008                                                                                               
F-21


Consolidated
Statements of Operations for the
Fiscal Years Ended June 30, 2009 and
2008                                    F-22


Consolidated
Statement of Stockholders’ Equity (Deficit) for the
Fiscal Years Ended June 30, 2009 and
2008     F-23


Consolidated
Statement of Cash Flows for the
Fiscal Years Ended June 30, 2009 and
2008                                    
F-24


Notes to
Consolidated Financial
Statements                                                                                                                    
F-25






19
 Table of Contents





Report
of Independent Registered Public Accounting Firm








Stockholders
and Directors


Phoenix
Energy Resource Corporation








We have
audited the accompanying balance sheets of Phoenix Energy Resource Corporation
(an exploration stage company) as of June 30, 2009 and 2008, and the related
statements of operations, stockholders’ equity/(deficit), and cash flows for the
years ended June 30, 2009 and 2008 and for the period from June 3, 2005
(inception) through June 30, 2009. These financial statements are the
responsibility of the Company’s management.





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 misstatements. 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 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 provides 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 Phoenix Energy Resource Corporation
as of June 30, 2009 and 2008 and the results of its operations, stockholders’
equity and cash flows for the years ended June 30, 2009 and 2008 and for the
period from June 3, 2005 through June 30, 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.  The Company is an exploration stage
enterprise and as of the date of our report, had not fully implemented its
planned principal operations and as such has not generated recurring revenues
within its current business plan.  As discussed in Note 8 to the
financial statements, the Company has accumulated losses and negative cash flow
from operations and a deficit in working capital.  These issues raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans in regards to these matters are also
described in Note 8.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/S/ MantylaMcReynolds,
LLC





MantylaMcReynolds,
LLC


Salt Lake
City, Utah





October
13, 2009






20
 Table of Contents








Phoenix
Energy Resource Corporation


(formerly
Exotacar, Inc.)


(an
Exploration Stage Company)


Balance
Sheet





At
      June 30,2009
            
            
            2008AssetsCurrent
      assets:Cash
            
            $
            2,496
            
            
            $
            140,576Prepaid
      expenses
            
            
            -
            
            
            
            7,592Total
      current assets
            
            
            2,496
            
            
            
            148,168Other
      assets:Capitalized
      oil and gas properties, full cost method
            
            
            -
            
            
            
            -Total
      assets
            
            $
            2,496
            
            
            $
            148,168Liabilities
      and Stockholders’ Equity (Deficit)Current
      liabilities:Accounts
      payable
            
            $
            1,318
            
            
            $
            -Accrued
      liabilities
            
            
            5,000
            
            
            
            1,043Accrued
      interest
            
            
            20,167
            
            
            
            1,413Accrued
      interest – related party
            
            
            531
            
            
            
            -Accrued
      compensation – related party
            
            
            3,000
            
            
            
            12,000Total
      current liabilities
            
            
            30,016
            
            
            
            14,456Long
      term liabilities:Note
      payable
            
            
            150,000
            
            
            
            150,000Note
      payable – related party
            
            
            50,000
            
            
            
            -Total
      long-term liabilities
            
            
            200,000
            
            
            
            150,000Total
      Liabilities
            
            $
            230,016
            
            
            $
            164,456Stockholders’
      Equity (Deficit):Preferred
      stock, $0.001 par value, 5,000,000shares
      authorized, no shares issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value, 100,000,000 shares authorized;shares
      issued and outstanding – 62,700,000 at June 30, 2009and
      62,500,000 at June 30, 2008
            
            
            62,700
            
            
            
            62,500Additional
      paid in capital
            
            
            97,300
            
            
            
            27,500(Deficit)
      accumulated during development stage
            
            
            (387,519
            )
            
            
            (106,288
            )Total
      stockholders’ equity (deficit)
            
            
            (227,519
            )
            
            
            (16,288
            )Total
      liabilities and stockholders’ equity (deficit)
            
            $
            2,496
            
            
            $
            148,168





The
accompanying notes are an integral part of these financial
statements





21
 Table of Contents





Phoenix
Energy Resource Corporation


(formerly
Exotacar, Inc.)


(an
Exploration Stage Company)


Statements
of Operations




June
      30, 2005Years
      Ended June 30,
              
              
              (Inception)
      to2009
              
              
              2008
              
              
              June
      30, 2009Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses:Consulting
              
              
              83,060
              
              
              
              -
              
              
              
              90,060Executive
      compensation
              
              
              36,000
              
              
              
              12,000
              
              
              
              48,000General
      and administrative
              
              
              14,847
              
              
              
              9,414
              
              
              
              24,585Professional
      fees
              
              
              62,909
              
              
              
              40,075
              
              
              
              114,484Impairment
      Expense
              
              
              65,069
              
              
              
              -
              
              
              
              65,069Other
      expense
              
              
              646
              
              
              
              -
              
              
              
              646Total
      operating expenses
              
              
              262,531
              
              
              
              61,489
              
              
              
              342,844Net
      operating (loss)
              
              
              (262,531
              )
              
              
              (61,489
              )
              
              
              (342,844
              )Other
      income (expense):Debt
      forgiveness
              
              
              -
              
              
              
              3,000
              
              
              
              3,000Interest
      expense
              
              
              (19,284
              )
              
              
              (1,413
              )
              
              
              (20,697
              )Interest
      income
              
              
              585
              
              
              
              428
              
              
              
              1,023Total
      other income (expense)
              
              
              (18,699
              )
              
              
              2,015
              
              
              
              (16,674
              )Net
      (loss)
              
              $
              (281,230
              )
              
              $
              (59,474
              )
              
              $
              (359,518
              )Weighted
      average number of common shares outstanding – basic and
      diluted
              
              
              62,700,000
              
              
              
              58,442,623Net
      (loss) per share – basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.01
              )







The
accompanying notes are an integral part of these financial
statements





22
 Table of Contents





Phoenix
Energy Resource Corporation


(formerly
Exotacar, Inc.)


(an
Exploration Stage Company)


Statements
of Stockholders’ Equity (Deficit)


Additional
              
              
              
              
              
              Accumulated
              
              
              TotalPreferred
      Stock
              
              
              Common
      Stock
              
              
              Paid-in
              
              
              Subscription
              
              
              Development
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Payable
              
              
              Stage
      (deficit)
              
              
              EquityJune
      3, 2005 – Founders shares
              
              
              -
              
              
              
              -
              
              
              $
              35,000,000
              
              
              $
              35,000
              
              
              
              -
              
              
              
              -
              
              
              $
              (28,000
              )
              
              $
              7,000Net
      (loss), June 3, 2005 to June 30, 2005
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,000
              )
              
              
              (7,000
              )Balance,
      June 30, 2005
              
              
              -
              
              
              
              -
              
              
              
              35,000,000
              
              
              
              35,000
              
              
              
              -
              
              
              
              -
              
              
              
              (35,000
              )
              
              
              -Shares
      issued for professional services
              
              
              -
              
              
              
              -
              
              
              
              2,500,000
              
              
              
              2,500
              
              
              
              2,500
              
              
              
              -
              
              
              
              -
              
              
              
              5,000Net
      (loss), June 30, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (5,000
              )
              
              
              (5,000
              )Balance,
      June 30, 2006
              
              
              -
              
              
              
              -
              
              
              
              37,500,000
              
              
              
              37,500
              
              
              
              2,500
              
              
              
              -
              
              
              
              (40,000
              )
              
              
              -Shares
      issued for cash
              
              
              -
              
              
              
              -
              
              
              
              2,500,000
              
              
              
              2,500
              
              
              
              2,500
              
              
              
              -
              
              
              
              -
              
              
              
              5,000Subscription
      payable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              27,500
              
              
              
              -
              
              
              
              27,500Net
      (loss), June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (6,814
              )
              
              
              (6,814
              )Balance,
      June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              40,000,000
              
              
              
              40,000
              
              
              
              5,000
              
              
              
              27,500
              
              
              
              (46,814
              )
              
              
              25,686Shares
      issued per subscriptionAgreement
              
              
              -
              
              
              
              -
              
              
              
              22,500,000
              
              
              
              22,500
              
              
              
              22,500
              
              
              
              (27,500
              )
              
              
              -
              
              
              
              17,500Net
      (loss), June 30, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (59,474
              )
              
              
              (59,474
              )Balance,
      June 30, 2008
              
              
              -
              
              
              
              -
              
              
              
              62,500,000
              
              
              
              62,500
              
              
              
              27,500
              
              
              
              -
              
              
              
              (106,288
              )
              
              
              (16,288
              )Shares
      issued for cash
              
              
              -
              
              
              
              -
              
              
              
              200,000
              
              
              
              200
              
              
              
              69,800
              
              
              
              -
              
              
              
              -
              
              
              
              70,000Net
      (loss), June 30, 2009
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (281,230
              )
              
              
              (281,230
              )Balance,
      June 30, 2009
              
              
              
              
              
              
              
              
              
              $
              62,700,000
              
              
              $
              62,700
              
              
              $
              97,300
              
              
              
              -
              
              
              $
              (387,518
              )
              
              $
              (227,519
              )









The
accompanying notes are an integral part of these financial
statements





23
 Table of Contents





Phoenix
Energy Resource Corporation


(formerly
Exotacar, Inc.)


(an
Exploration Stage Company)


Statements
of Cash Flows





June
      30, 2005Years
      Ended June 30,
              
              
              (inception)
      to2009
              
              
              2008
              
              
              June
      30, 2009Cash
      flows from operating activitiesNet
      (loss)
              
              $
              (281,230
              )
              
              $
              (59,474
              )
              
              $
              (359,518
              )Adjustments
      to reconcile net (loss) to net cash used by operating
      activities:Shares
      issued for services
              
              
              70,000
              
              
              
              -
              
              
              
              82,000Prepaid
      expenses
              
              
              7,592
              
              
              
              (7,592
              )
              
              
              -Accounts
      payable
              
              
              1,318
              
              
              
              (4,000
              )
              
              
              1,318Accrued
      liabilities
              
              
              3,957
              
              
              
              1,043
              
              
              
              5,000Accrued
      interest
              
              
              19,284
              
              
              
              1,413
              
              
              
              20,697Accrued
      salaries – related party
              
              
              (9,000
              )
              
              
              12,000
              
              
              
              3,000Lease
      impairment
              
              
              (65,069
              )
              
              
              
              
              
              
              (65,069
              )Net
      cash used by operating activities
              
              
              (253,148
              )
              
              
              (56,610
              )
              
              
              (312,572
              )Cash
      flows from investing activitiesUnevaluated
      oil and gas properties-purchases
              
              
              65,069
              
              
              
              -
              
              
              
              65,069Net
      cash used by investing activities
              
              
              65,069
              
              
              
              -
              
              
              
              65,069Cash
      flows from financing activitiesProceeds
      from notes payable
              
              
              50,000
              
              
              
              150,000
              
              
              
              200,000Subscription
      payable
              
              
              -
              
              
              
              -
              
              
              
              27,500Restricted
      cash
              
              
              -
              
              
              
              27,476
              
              
              
              27,476Issuance
      of common stock
              
              
              -
              
              
              
              17,500
              
              
              
              22,500Net
      cash provided by financing activities
              
              
              50,000
              
              
              
              194,976
              
              
              
              277,476Net
      increase in cash
              
              
              (138,080
              )
              
              
              138,366
              
              
              
              29,972Cash,
      beginning
              
              
              140,576
              
              
              
              2,210
              
              
              
              142,786Cash,
      ending
              
              $
              2,496
              
              
              $
              140,576
              
              
              $
              172,758Supplemental
      disclosures:Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non
      cash transactions:Shares
      issued for services
              
              $
              70,000
              
              
              $
              -
              
              
              $
              82,000Shares
      issued for stock subscription payable
              
              $
              -
              
              
              $
              27,500
              
              
              $
              -




The
accompanying notes are an integral part of these financial
statements





24
 Table of Contents





Phoenix
Energy Resource Corporation


(formerly
Exotacar, Inc.)


(an
Exploration Stage Company)


Notes
to Financial Statements





NOTE
1:                      ORGANIZATION
AND NATURE OF BUSINESS





Phoenix
Energy, formerly known as Exotacar, Inc., is an energy acquisition, exploration
and development company. In February of 2008, Exotacar, Inc. changed the focus
of its business plan from the development of online exotic car sales and entered
into the oil and natural gas industry. In conjunction with the change, the
company was renamed Phoenix Energy Resource Corporation.





Our
principal strategy is to focus on the acquisition of oil and natural gas mineral
leases that ideally have existing production and cash flow. Once acquired, we
will implement an accelerated development program utilizing capital resources, a
regional operating focus, an experienced management and technical team, and
enhanced recovery technologies to attempt to increase production and increase
returns for our stockholders. Our oil and natural gas acquisition and
development activities are currently focused in Southern Kentucky.





Our land
acquisition and field operations, along with various other services, are
primarily outsourced through the use of consultants and drilling
partners.  The Company will continue to retain independent contractors
to assist in operating and managing the prospects as well as to carry out the
principal and necessary functions incidental to the oil and gas
business.  With the acquisition of oil and natural gas properties, the
Company intends to continue to use both in-house employees and outside
consultants to develop and exploit its leasehold interests.





As an
independent oil and gas producer, the Company’s future revenue, profitability
and rate of growth are substantially dependent on prevailing prices of natural
gas and oil.  Historically, the energy markets have been very volatile
and it is likely that oil and gas prices will continue to be subject to wide
fluctuations in the future.  A substantial or extended decline in
natural gas and oil prices could have a material adverse effect on the Company’s
financial position, results of operations, cash flows and access to capital, and
on the quantities of natural gas and oil reserves that can be economically
produced.





NOTE
2:                      SIGNIFICANT
ACCOUNTING POLICIES





These
financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America (“GAAP”).





Cash, Cash Equivalents, and
Long-Term Investments





The
Company considers highly liquid investments with insignificant interest rate
risk and original maturities to the Company of three months or less to be cash
equivalents.  Cash equivalents consist primarily of interest-bearing
bank accounts and money market funds.  Our cash positions represent
assets held in checking accounts.  These assets are generally
available to us on a daily or weekly basis and are highly liquid in
nature.  Due to the balances being less than $250,000, we have FDIC
coverage on the entire amount of bank deposits.





Other Property and
Equipment





Property
and equipment that are not oil and gas properties are recorded at cost and
depreciated using the straight-line method over their estimated useful
lives.  Expenditures for replacements, renewals, and betterments are
capitalized.  Maintenance and repairs are charged to operations as
incurred.  Long-lived assets, other than oil and gas properties, are
evaluated for impairment to determine if current circumstances and market
conditions indicate the carrying amount may not be recoverable.  We
have not recognized any impairment losses on non oil and gas long-lived
assets.  There was no depreciation expense recognized for the year
ended June 30, 2009 since we had no property and equipment that was not oil and
gas properties.





Asset Retirement
Obligations





The
Company records the fair value of a liability for an asset retirement obligation
in the period in which the asset is acquired and a corresponding increase in the
carrying amount of the related long-lived asset.  The liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset.  If the
liability is settled for an amount other than the recorded amount, a gain or
loss is recognized. As of June 30, 2009 we had no asset retirement
obligation.


Revenue Recognition and Gas
Balancing





We
recognize oil and gas revenues from our interests in producing wells when
production is delivered to, and title has transferred to, the purchaser and to
the extent the selling price is reasonably determinable.  We use the
sales method of accounting for gas balancing of gas production and would
recognize a liability if the existing proven reserves were not adequate to cover
the current imbalance situation.  As of June 30, 2009 and 2008, we had
no gas production and no recognized oil and gas revenues.





Income
Taxes





The
Company accounts for income taxes under FASB Statement No. 109, “Accounting for
Income Taxes.”  Deferred income tax assets and liabilities are
determined based upon differences between the financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to
reverse.  SFAS 109 requires the consideration of a valuation allowance
for deferred tax assets if it is “more likely than not” that some component or
all of the benefits of deferred tax assets will not be realized.





Stock
Issuance





The
Company records the stock-based compensation awards issued to non-employees and
other external entities for goods and services at either the fair market value
of the goods received or services rendered on the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in EITF No. 96-18, “Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring or in Conjunction with
Selling, Goods, or Services.”





Net Income (Loss) Per Common
Share





Net
Income (Loss) per common share is based on the Net Income (Loss) divided by
weighted average number of common shares outstanding.





Diluted
earnings per share are computed using weighted average number of common shares
plus dilutive common share equivalents outstanding during the period using the
treasury stock method.  As the Company has a loss for the periods
ended June 30, 2009 and 2008 the potentially dilutive shares are anti-dilutive
and are thus not added into the earnings per share calculation.


25
 Table of Contents
 
 Phoenix
Energy Resource Corporation
 (formerly
Exotacar, Inc.)
 (an
Exploration Stage Company)
 Notes
to Financial Statements




Full Cost
Method





The
Company follows the full cost method of accounting for oil and gas operations
whereby all costs related to the exploration and development of oil and gas
properties are initially capitalized into a single cost center (“full cost
pool”).  Such costs include land acquisition costs, geological and
geophysical expenses, carrying charges on non-producing properties, costs of
drilling directly related to acquisition, and exploration
activities.  Internal costs that are capitalized are directly
attributable to acquisition, exploration and development activities and do not
include costs related to the production, general corporate overhead or similar
activities.  Costs associated with production and general corporate
activities are expensed in the period incurred.





As of
June 30, 2009 we controlled approximately 69 net acres of leaseholds in
Kentucky. See Note 4 for an explanation of activities on these
properties.





Proceeds
from property sales will generally be credited to the full cost pool, with no
gain or loss recognized, unless such a sale would significantly alter the
relationship between capitalized costs and the proved reserves attributable to
these costs.  A significant alteration would typically involve a sale
of 25% or more of the proved reserves related to a single full cost
pool.





Use of
Estimates





The
preparation of financial statements under generally accepted accounting
principles (“GAAP”) in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  The most significant estimates relate to proved oil
and natural gas reserve volumes, future development costs, estimates relating to
certain oil and natural gas revenues and expenses, and deferred income
taxes.  Actual results may differ from those estimates.





Impairment





SFAS 144,
Accounting for the Impairment and Disposal of Long-Lived Assets, requires that
long-lived assets to be held and used be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.  Oil and gas properties accounted for using the
full cost method of accounting (which we use) are excluded from this requirement
but continue to be subject to the full cost method’s impairment
rules.





New Accounting
Pronouncements





In
December 2007, the FASB issued Statement of Financial and Accounting Standards
(“SFAS”) No. 141(R), “Business Combinations.”  SFAS 141(R) changes the
accounting for and reporting of business combination transactions in the
following way:  Recognition with certain exceptions of 100% of the fair
values of assets acquired, liabilities assumed, and non controlling interests of
acquired businesses; measurement of all acquirer shares issued in consideration
for a business combination at fair value on the acquisition date; recognition of
contingent consideration arrangements at their acquisition date fair values,
with subsequent changes in fair value generally reflected in earnings;
recognition of pre-acquisition gain and loss contingencies at their acquisition
date fair value; capitalization of in-process research and development
(IPR&D) assets acquired at acquisition date fair value; recognition of
acquisition-related transaction costs as expense when incurred; recognition of
acquisition-related restructuring cost accruals in acquisition accounting only
if the criteria in Statement No. 146 are met as of the acquisition date; and
recognition of changes in the acquirer’s income tax valuation allowance
resulting from the business combination separately from the business combination
as adjustments to income tax expense.  SFAS No. 141(R) is effective
for the first annual reporting period beginning on or after December 15, 2008
with earlier adoption prohibited.  The adoption of SFAS No. 141(R)
will affect valuation of business acquisitions made in fiscal year 2010 and
forward.





In
December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interest in
Consolidated Financial Statements – an Amendment of ARB 51.”  SFAS 160
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements.  It also requires consolidated net
income to be reported at amounts that include the amounts attributable to both
the parent and the noncontrolling interest, and requires disclosure, on the face
of the consolidated statement of income, of the amounts of consolidated net
income attributable to the parent and to the noncontrolling
interest.  SFAS 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15,
2008.  Earlier adoption is prohibited.  We do not anticipate
a material impact upon adoption.





In March
2008, the FSAB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities.”  SFAS 161 is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash
flows.  SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged.  This Statement does not
impact the financial results as it is disclosure-only in
nature.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS No. 165). SFAS No.
165 provides guidance on management’s assessment of subsequent events and
incorporates this guidance into accounting literature. SFAS No. 165 is effective
prospectively for interim and annual periods ending after June 15, 2009. The
implementation of this standard did not have a material impact on the Company’s
financial position and results of operations. The Company has evaluated
subsequent events through October 13, 2009, the date of issuance of the
Company’s financial position and results of operations.





In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets” (SFAS No. 166). SFAS No. 166 amends the derecognition guidance in SFAS
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities (SFAS No. 140). SFAS No. 166 is effective for
fiscal years beginning after November 15, 2009. The Company is currently
assessing the impact of SFAS No. 166 on its financial position and results of
operations.





In June
2009, the FASB issued Statement of Financial Accounting Standards No. 167,
Amendments to FASB Interpretation No. 46(R) (“FAS 167”). FAS 167 amends FASB
Interpretation No. 46(R), Consolidation of Variable Interest Entities, (“FIN 46
(R)”) to eliminate the quantitative approach previously required for determining
the primary beneficiary of a variable interest entity and requires a qualitative
analysis to determine whether an enterprise’s variable interest gives it a
controlling financial interest in a variable interest entity. FAS 167 amends
certain guidance in FIN 46(R) for determining whether an entity is a variable
interest entity. This statement also requires ongoing reassessments of whether
an enterprise is the primary beneficiary of a variable interest entity. FAS 167
will be effective as of the beginning of the Company’s 2011 fiscal year. The
Company is currently evaluating the impact of the adoption of
FAS 167.





In June
2009, the FASB issued Statement of Financial Accounting Standards No. 168, The
FASB Accounting Standards CodificationTM and
the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
Statement No. 162 (“FAS 168”). Under FAS 168, the FASB Accounting Standards
CodificationTM (the
“Codification”) will become the exclusive source of authoritative U.S. generally
accepted accounting principles (“U.S. GAAP”) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (“SEC”) under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. The
Codification will supersede all then-existing non-SEC accounting and reporting
standards, with the exception of certain non-SEC accounting literature which
will become non-authoritative. FAS 168 is effective for the Company’s 2010 first
fiscal quarter. The adoption of FAS 168 will not have a material impact on the
Company’s Financial Statements. All references to U.S. GAAP provided in the
notes to the Financial Statements will be updated to conform to the
Codification.





26
 Table of Contents


Phoenix
Energy Resource Corporation
 (formerly
Exotacar, Inc.)
 (an
Exploration Stage Company)
 Notes
to Financial Statements








NOTE
3:                      OIL
AND GAS PROPERTIES





Acquisitions





In
September of 2008, we acquired mineral leases representing a total of 483 gross
acres located in Allen County Kentucky. As of June 30, 2009 leases representing
a total of 411 acres had expired because of exploration and production
inactivity, the remaining 72 acres expired September 30, 2009 because of
exploration and production inactivity. The
Company established a valuation allowance for this asset due to the fact that it
is unlikely that the company will develop these leases prior to expiration of
the lease contact on September 30, 2009.





June
      30,2009
            
            
            2008Oil
      and Gas Properties, Full Cost MethodUnevaluated
      Costs, Not Subject to Amortization
            
            $
            9,763
            
            
            $
            -Less: Valuation Allowance
            
            $
            (9,763
            )
            
            $
            -$
            -
            
            
            $
            -




NOTE
4:                      RELATED
PARTY TRANSACTIONS





On
February 1, 2008, we entered into an employment agreement with Mr. Soullier, our
sole executive officer and director. The initial term of the agreement is one
year commencing on March 1, 2008 with annual compensation of $36,000. In
addition, we have agreed to provide Mr. Soullier a company vehicle upon securing
our initial financing.  The agreement will renew annually and may be
terminated by either party with 6 month written notice. Further, Mr. Soullier
has agreed to defer his compensation until such point we have obtained
sufficient working capital through our financing efforts. As of June 30, 2009
and 2008, we have accrued $0 and $3,000 in executive compensation,
respectively.





NOTE
5:                      INCOME
TAXES





The
Company utilizes the asset and liability approach to measuring deferred tax
assets and liabilities based on temporary differences existing at each balance
sheet date using currently enacted tax rates in accordance with SFAS
No. 109, “Accounting for Income Taxes”.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.





In June
2006, the FASB issued Interpretation No. 48 “Accounting for Uncertainty in
Income Taxes, and Interpretation of FASB Statement No. 109” (FIN
48).  Under FIN 48, tax benefits are recognized only for tax positions
that are more likely than not to be sustained upon examination by tax
authorities.  The amount recognized is measured as the largest amount
of benefit that is greater than 50 percent likely to be realized upon ultimate
settlement.  Unrecognized tax benefits are tax benefits claimed in our
tax returns that do not meet these recognition and measurement
standards.





Upon the
adoption of FIN 48, we had no liabilities for unrecognized tax benefits and, as
such, the adoption had no impact on our financial statements, and we have
recorded no additional interest or penalties.  The adoption of FIN 48
did not impact our effective tax rates.





Our
policy is to recognize potential interest and penalties accrued related to
unrecognized tax benefits within income tax expense.  For the years
ended June 30, 2009 and 2008, we did not recognize any interest or penalties in
our Statement of Operations, nor did we have any interest or penalties accrued
in our Balance Sheet at June 30, 2009 and 2008 relating to unrecognized
benefits.





The
provision for income taxes consists of the following:





2009
              
              
              2008Current
      taxDeferred
      tax benefit
              
              $
              (95,618
              )
              
              $
              (20,221
              )Benefits
      of operating loss carryforwards
              
              
              95,618
              
              
              
              20,221Provision
      for Income Tax
              
              $
              -
              
              
              $
              -





Below is
a summary of deferred tax asset calculations on net operating loss carry forward
amounts as of June 30, 2009. Currently there is no reasonable assurance that the
Company will be able to take advantage of a deferred tax asset. Thus, an
offsetting allowance has been established for the deferred asset. Furthermore,
the Company has determined that prior net operating loss carry forwards were
nullified with the Company’s change in business plan.  The Company’s
beginning deferred tax asset and valuation allowance were reduce to
zero.





Description
              
              NOL
      Balance
              
              
              Tax
              
              
              RateNet
      Operating Loss
              
              
              278,230
              
              
              $
              94,598
              
              
              
              34
              %Accrued
      compensation – related party
              
              
              3,000
              
              
              
              1,020
              
              
              
              34
              %Valuation
      Allowance
              
              
              
              
              
              
              (95,618
              )Deferred
      Tax Asset – 6/30/2009
              
              
              
              
              
              $
              -





The
Company has the following operating loss carry forwards available at June 30,
2009:





Operating
      Losses Expires
            
            Amount2022
            
            
            47,4742023
            
            
            230,756





Reconciliation
between income taxes at the statutory tax rate (34%) and the actual income tax
provision for continuing operations follows:





2009
              
              
              2008Expected
      Tax Provision
              
              $
              (95,618
              )
              
              $
              (20,221
              )Effect
      of:Graduated
      ratesIncrease
      in Valuation allowance
              
              
              95,618
              
              
              
              20,221Actual
      Tax Provision
              
              $
              -
              
              
              $
              -





NOTE
6:                      STOCKHOLDERS’
EQUITY





The
Company is authorized to issue 5,000,000 shares of $0.001 par value preferred
stock and 100,000,000 shares of $0.001 par value common stock. On April 17,
2008, our Board of Directors resolved to effectuate a 50:1 forward split of the
Company’s common stock.  The Company has retroactively stated all
share amounts.


·
            On
      September 4, 2007, the Company issued 22,500,000 shares [450,000
      pre-split] of its $0.001 par value common stock to 47 investors for cash
      totaling $45,000.


·
            On
      October 22, 2008, the Company issued 200,000 shares of its common stock as
      a bonus for services rendered in connection with the acquisition of our
      mineral leases.





NOTE
7:                      NOTES PAYABLE





At June
30, 2009 we had a note payable to Seymore Investments totaling
$150,000.  The note bears interest at a rate of 10% per annum, is
unsecured and matures on May 20, 2011. Further, we have the option to repay the
note in shares of our common stock at a 15% discount to the five day average
trading price as quote on the Over-the Counter Bulletin Board at the time of
conversion. At June 30, 2009 we have accrued interest related to this note in
the amount of $20,167.





At June
30, 2009 we had a note payable to Helvetic Capital Ventures totaling
$35,000.  The note bears interest at an initial rate of 4% per annum,
is unsecured and matures on February 26, 2012. Further, we have the option to
repay the note in shares of our common stock at a 15% discount to the five day
average trading price as quoted on the Over-the Counter Bulletin Board at the
time of conversion. At June 30, 2009 we have accrued interest related to this
note in the amount of $482.





At June
30, 2009 we had established a second note payable with Helvetic Capital Ventures
totaling $50,000, of which we had used $15,000. The note bears interest at an
initial rate of 4% per annum, is unsecured and matures on May 31, 2012. Further,
we have the option to repay the note in shares of our common stock at a 15%
discount to the five day average trading price as quote on the Over-the Counter
Bulletin Board at the time of conversion. At June 30, 2009 we have accrued
interest related to this note in the amount of $48.





NOTE
8:                      GOING CONCERN





The
accompanying financial statements have been prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. For the Company to continue as a going concern we must seek additional
sources of capital, and must attain future profitable operations. We are
currently initiating our business plan and also in the process of raising
additional capital. The accompanying financial statements do not include any
adjustments that might be necessary should we be unable to continue as a going
concern.  There are pertinent conditions and
events giving rise to the assessment of substantial doubt about the entity’s
ability to continue as a going concern for a period not to exceed one year from
the balance sheet date.





NOTE
9:                    SUBSEQUENT EVENTS





As of
June 30, 2009 the Company owned lease(s) representing 72 acres. Under the terms
of the lease the Company was required to explore and develop the leased assets
within one year of the original lease date. Subsequent to year end, the
remaining lease assets had expired as a result of inactivity; therefore, as of
September 30, 2009 the Company no longer has ownership of any mineral lease
assets.