UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended March 31,
2010.


or





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





For the
transition period from to
____________________ to ____________________





Commission
File Number:          333-137460.





NEXGEN PETROLEUM
CORP.


(Exact
name of registrant as specified in its charter)




Nevada
                            
                            26-2410685(State
      or other jurisdiction of incorporation or
                              organization)
                            
                            (I.R.S.
      Employer Identification No.)2808 Cowan Circle
                              Las Vegas, NV
                            
                            89107
                              (Zip
      Code)(Address
      of principal executive offices)




866-446-1869
                  (Registrant’s
      telephone number, including area
code)





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





Securities
registered under 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 Section 15(d) of the Act.


 ̈
Yes           x
No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x
Yes            ̈
No









Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


 ̈
Yes            ̈
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


 ̈





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 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 second fiscal
quarter.  41,913,000 shares X $0.01 = $419,130





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈
Yes            ̈
No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





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





56,413,000
shares of common stock as of June 29, 2010.





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).




ii




Table
of Contents





USE OF NAMES
                            ivCAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
                            ivPart
      I
                            1Item
      1. Business
                            1Item
      1A. Risk Factors
                            6Item
      2. Properties
                            6Item
      3. Legal Proceedings
                            8Item
      4. Submission of Matters to a Vote of Security Holders
                            8Part
      II
                            8Item
      5. Market For Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                            8Item
      6. Selected Financial Data
                            10Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                            10Item
      7A. Quantitative and Qualitative Disclosures About Market
    Risk
                            13Item
      8. Financial Statements and Supplementary Data
                            13Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                            14Item
      9A(T). Controls and Procedures
                            14Item
      9B. Other Information
                            15Part
      III
                            16Item
      10. Directors, Executive Officers, and Corporate
Governance
                            16Item
      11. Executive Compensation
                            18Item
      12. Security Ownership Of Certain Beneficial Owners And Management And
      Related Stockholder Matters
                            20Item
      13. Certain Relationships And Related Transactions, and Director
      independence
                            21Item
      14. Principal Accountant Fees And Services
                            21Part
      IV
                            22Item
      15. Exhibits, Financial Statements
                            22SIGNATURES
                            23Exhibit
      Index
                            24




iii




USE
OF NAMES





In this
annual report, the terms “Nexgen Petroleum,” “Company,” “we,” or “our,” unless
the context otherwise requires, mean Nexgen Petroleum Corp. and its
subsidiaries, if any.





CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This
annual report on Form 10-K and other reports that we file with the SEC contain
statements that are considered forward-looking
statements.  Forward-looking statements give the Company’s current
expectations, plans, objectives, assumptions or forecasts of future
events.  All statements other than statements of current or historical
fact contained in this annual report, including statements regarding the
Company’s future financial position, business strategy, budgets, projected costs
and plans and objectives of management for future operations, are
forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend,” and similar expressions.  These statements
are based on the Company’s current plans and are subject to risks and
uncertainties, and as such the Company’s actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements.  Any or all of the forward-looking statements in
this annual report may turn out to be inaccurate and as such, you should not
place undue reliance on these forward-looking statements.  The Company
has based these forward-looking statements largely on its current expectations
and projections about future events and financial trends that it believes may
affect its financial condition, results of operations, business strategy and
financial needs.  The forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties and
assumptions due to a number of factors, including:





·
            dependence
      on key personnel;


·
            competitive
      factors;


·
            degree
      of success of exploration and development
  programs;


·
            the
      operation of our business; and


·
            general
      economic conditions in the United
States.





These
forward-looking statements speak only as of the date on which they are made, and
except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events.  In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.  All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements contained in this annual report.




iv







PART
I





ITEM
1. BUSINESS





Year
of Organization and Corporate History





Nexgen
Petroleum Corp. was incorporated in the State of Nevada on April 17, 2006, under
the name DGT Corp.  Our shares of common stock were quoted for trading
on the Over-the-Counter Bulletin Board (the “OTCBB”) on December 22, 2006, under
the symbol “DGTR”.  On September 20, 2007, our Company and its wholly
owned subsidiary, Blackrock Petroleum Corp. merged and our name changed to
Blackrock Petroleum Corp.  Our trading symbol on the OTCBB was changed
to “BRPC”.  On May 21, 2008, we underwent another merger with our
wholly owned subsidiary Nexgen Petroleum Corp.  At that time our name
was changed to Nexgen Petroleum Corp. and our trading symbol on the OTCBB was
changed to “NXPE” effective June 9, 2008.





Effective
September 20, 2007, a forward stock split of our authorized, issued and
outstanding common stock was undertaken on a fifteen to one basis.  As
a result, our authorized capital increased from 90,000,000 shares of common
stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a
par value of $0.001 to 1,350,000,000 shares of common stock with a par value of
$0.001 and 10,000,000 shares of preferred stock with a par value of
$0.001.  Our issued and outstanding share capital increased from
9,000,000 shares of common stock to 135,000,000 shares of common
stock.





On April
18, 2008, Mr. Hsien Loong Wong, President, CEO and a director of the Company,
who held in aggregate 94,500,000 post forward stock split shares of common stock
of the Company, voluntarily agreed to surrender for cancellation in aggregate
80,000,000 shares of common stock in order to encourage equity investment into
the Company.  The cancellation of these 80,000,000 shares took place
on April 18, 2008, resulting in Mr. Wong reducing his share holdings to only
14,500,000 shares registered in his name.





Our
Business





When
Nexgen Petroleum operated as DGT Corp., we were in the business of providing
professional digital photo editing services for photo
studios.  However, we changed our business plan and have now focused
our activities on the oil and gas industry as an exploration stage
corporation.  We intend to acquire interests in leases for oil and gas
prospects either through farmout arrangements, participation arrangements or the
straight acquisition of oil and gas interests, and then drill exploratory and
development wells with the help of other industry participants.  We do
not intend to operate any properties.  We intend to focus our oil and
gas activities in North America as well as other regions.





It is our
intention that in the projects in which we hold interests, another party will
typically act as the operator of the project.  With respect to the
projects that we will participate in, we will provide the operator with timely
funding for our proportionate share of costs as well as with technical input on
how best to develop the property.  As a way to keep our overhead down,
we will engage the services of consultants who have technical expertise to best
represent the Company’s interests.





The
Company currently has an interest in an oil and gas property in Morgan County,
Tennessee.  Our principal capital expenditures to date have been
$2,044,800 to acquire the interest in the oil and gas property in Morgan County,
Tennessee.  We continue to work on identifying new properties for
acquisition.




1




Our
Property - Morgan Highpoint Property, Tennessee, USA





On March
10, 2008, the Company entered into a farmout and participation agreement (the
“Farmout Agreement”), which is effective as of February 26, 2008, with Montello
Resources (USA) Ltd. (“Montello USA”), a subsidiary of Montello Resources Ltd.
(TSX-V: MEO), Park Place Energy Corp. (OTCBB: PRPL) (“PRPL”), an Alberta
corporation, and Austin Developments Corp. (TSX-V: AUL) (“AUL”), an Alberta
corporation, with respect to two test wells on the oil and gas lease dated
December 22, 2007, between Southeast Ventures, Inc., as lessor, and Montello
USA, as lessee, located in Morgan County, Tennessee.





Under the
Farmout Agreement the participating interests are as follows: Montello USA, as
operator, is paying 15% of all costs associated with the test wells to earn a
35% interest in the associated production spacing units; AUL is paying 20% of
the costs to earn a 30% interest; PRPL is paying 5% of the costs to earn a 5%
interest; and the Company is paying 60% of the costs to earn a 30%
interest.  As of March 31, 2010, the Company has incurred $2,044,800
in capital expenditures on this property.  The Morgan Highpoint #3 and
the Morgan Highpoint #4 test wells were drilled, completed, cased and shut
in.  The Company earned its 30% interest in the associated production
spacing units on these two wells on July 1, 2008.





The
foregoing description of the Farmout Agreement does not purport to be complete
and is qualified in its entirety by reference to the Farmout Agreement, which
was attached as Exhibit 10.1 to the Form 8-K filed on March 17, 2008, which is
incorporated herein by reference.





On or
about April 11, 2008, the Company entered into a letter agreement (the “Letter
Agreement #1”) with Montello USA, PRPL, and AUL, dated effective April 11, 2008,
whereby the parties agreed to amend the March 10, 2008, Farmout Agreement as
follows: (i) Article 8 (Area of Mutual Interest) of the Farmout & Royalty
Procedure attached as Schedule “C” to the Farmout Agreement shall apply; (ii)
the Mutual Interest Lands shall comprise all PNG rights 50% or more of which are
located within the boundaries of that area of lands located within Morgan
County, State of Tennessee, USA as outlined on the map attached to the Letter
Agreement #1; (iii) the Area of Mutual Interest shall be in effect until 11:50
pm on April 10, 2010; and (iv) the participating interests of the parties hereto
in the Area of Mutual Interest during the term thereof shall be Montello USA –
35%, PRPL – 5%, AUL – 30% and the Company – 30%.





The
foregoing description of the Letter Agreement #1 does not purport to be complete
and is qualified in its entirety by reference to the Letter Agreement #1, which
was attached as Exhibit 10.2 to the Form 10-KSB filed on July 14, 2008, which is
incorporated herein by reference.





In
addition, on or about April 11, 2008, the Company entered into a farmout and
participation agreement (the “Farmout Agreement #2”), which is effective as of
April 11, 2008, with Montello USA, PRPL, and AUL with respect to one test well
on the oil and gas lease dated March 25, 2008, between Robert and Kathy
Lavender, as lessors, and Montello USA, as lessee, located in Morgan County,
Tennessee.  Under the Farmout Agreement #2, the participating
interests are as follows: Montello USA, as operator, is paying 15% of all costs
associated with the test well to earn a 35% interest in the associated
production spacing unit; AUL is paying 20% of the costs to earn a 30% interest;
PRPL is paying 5% of the costs to earn a 5% interest; and the Company is paying
60% of the costs to earn a 30% interest.  As of March 31, 2010, the
Company had incurred $132,000 in capital expenditures on this property for the
Morgan Highpoint #5 test well, which was drilled, completed, cased and shut
in.  The funds for this operation were from the excess funds remaining
from the Morgan Highpoint #3 and #4 drilling operations.   The
Company earned its 30% interest in the associated production spacing unit on the
Morgan Highpoint #5 test well on July 1, 2008.




2




The
foregoing description of the Farmout Agreement #2 does not purport to be
complete and is qualified in its entirety by reference to the Farmout Agreement
#2, which was attached as Exhibit 10.3 to the Form 10-KSB filed on July 14,
2008, which is incorporated herein by reference.





On or
about August 26, 2008, the Company entered into an equalization and joint
operating agreement (the “Equalization and JO Agreement”), dated July 7, 2008,
with Montello USA, PRPL and AUL, with respect to interests in the joint lands
and wells more particularly described in Schedule “A” to the Equalization and JO
Agreement (collectively, the “Property”).  The Equalization and JO
Agreement supersedes and replaces all previous agreements between the parties
with respect to the Property and establishes the manner in which operations will
be conducted on the Property.  The initial working interests of the
parties in the Property are: (i) with respect to the Bowen Block (as defined in
the Equalization and JO Agreement), PRPL 5%, Montello USA 55% and AUL 40%; and
(ii) with respect to the balance of the leases on the Property, PRPL 5%,
Montello USA 35%, AUL 30% and the Company 30%.  Among other terms and
conditions, as between Montello USA and the Company, the Company will bear on
Montello USA’s behalf $1,250,000 with respect to Montello USA’s working interest
share of any joint expense incurred on the Property and when the Company has
paid such amount, it shall have earned from Montello USA an undivided 15%
working interest in the Bowen Block.  As among Montello USA, AUL and
the Company, if warranted upon completion of certain anticipated operations on
the Property, the Company shall commission (at its own expense) an engineering
report to evaluate the 100% working interest in the proven and probable oil and
gas assets in the Bowen Block (the “Evaluation”).  Among other terms
and conditions, within 30 days of receipt of the Evaluation, the Company may
acquire an undivided 5% working interest from Montello USA and an undivided 10%
working interest from AUL in the Bowen Block for: (i) a pro rata percentage
dollar amount as calculated from the Evaluation; and (ii) a pro rata percentage
of the sum of $325,000.





The
foregoing description of the Equalization and JO Agreement does not purport to
be complete and is qualified in its entirety by reference to the Equalization
and JO Agreement, which was attached as Exhibit 10.1 to the Form 10-Q filed on
November 14, 2008, which is incorporated herein by reference.





As of
March 31, 2010, the Company had incurred $185,000 in capital expenditures on the
Bowen Block property.





On August
21, 2008, the Company and Montello USA entered into an amending agreement (the
“Amending Agreement”) to the Equalization and JO Agreement which was amended as
follows:





(i)
            If
      the Company does not advise Montello USA in writing on or prior to
      September 1, 2008, that it intends to be bound by all of the provisions of
      clause 4 of the Equalization and JO Agreement, then all of the terms and
      conditions of said clause 4 shall thereafter not apply as between the
      parties; and





(ii)
            Notwithstanding
      the foregoing, Montello USA may at any time at its sole, unfettered
      discretion unilaterally terminate the provisions of said clause 4 of the
      Equalization and JO Agreement as between the parties by so advising the
      Company in writing.  The sole exception to Montello USA’s
      exercising this unilateral right to terminate is if the Company had
      already paid the Carried Amount of $1,250,000 in total on behalf of
      Montello USA.





The
foregoing description of the Amending Agreement does not purport to be complete
and is qualified in its entirety by reference to the Amending Agreement, which
was attached as Exhibit 10.2 to the Form 10-Q filed on November 14, 2008, which
is incorporated herein by reference.




3




On August
31, 2009, the Company entered into a letter agreement dated August 25, 2009 (the
“Letter Agreement #2”), with MEO, which is to be effective as of April 1,
2009.  The Letter Agreement #2 evidences the parties’ mutual agreement
with respect to a 7.5% undivided interest to be granted to the Company by MEO
pursuant to the terms of the Equalization and JO Agreement entered into among
the Company, Montello USA (a wholly owned subsidiary of MEO), PRPL and AUL on
August 26, 2008, and dated July 7, 2008.





Pursuant
to the terms of the Equalization and JO Agreement, the Company was entitled to
earn a 15% undivided interest in and to leases C through G set out in Schedule
“A” to the Equalization and JO Agreement  (the “Leases”) upon
incurring an aggregate of $1,250,000 in Carried Amounts (as this term is defined
in the Equalization and JO Agreement ).  As at April 1, 2009, the
Company had incurred an aggregate of $461,000 of the Carried Amount and had
transferred an additional $200,000 to MEO’s current AFE project from the monies
set aside by the Company for MEO’s Petrojet AFE project (collectively, the
“Payments”).





Pursuant
to the Letter Agreement #2, MEO has agreed that, in consideration for the
Payments, the Company has earned an undivided 7.5% interest in and to the
Leases.  The Company has agreed to relinquish 0.5% of its 7.5%
undivided interest to the Leases in exchange for MEO depositing to the Company’s
account an aggregate of $15,000 and MEO has agreed to take all action necessary
to deliver to the Company recordable transfers of its 7.0% undivided interest to
the Leases.





In
addition to the foregoing, pursuant to the Letter Agreement #2, MEO has agreed
to provide the Company with an option to earn a further 7.5% undivided interest
in and to the Leases by paying to MEO an additional $400,000 on or before
September 30, 2009.  All partial payments of the $400,000 made by
Company by or before September 30, 2009, shall entitle the Company to a
pro-rated interest of the additional 7.5% undivided interest in and to the
Leases.  However, as at September 30, 2009, the Company failed to
provide any additional funds to MEO, and therefore, the Company’s option to earn
a further 7.5% has expired.





The
foregoing description of the Letter Agreement #2 does not purport to be complete
and is qualified in their entirety by reference to the Letter Agreement #2,
which was attached as Exhibit 10.1 to the Form 8-K filed on September 11, 2009,
which is incorporated herein by reference.





During
the year ended March 31, 2010, the Company recognized an impairment in its oil
and gas properties of $ 1,672,350.





Competition





The
Company operates in a highly competitive industry, competing with other oil and
gas exploration companies, independent producers and institutional and
individual investors, which are actively seeking oil and gas properties
throughout the world as well as the equipment, labor and materials required to
operate such properties.  Most of the Company’s competitors have
financial resources, employees and facilities substantially greater than the
Company’s.  The principal area of competition is encountered in the
financial ability for the Company to acquire acreage positions and drill wells
to explore for oil and gas, then, if warranted install production
equipment.  Competition for the acquisition of oil and gas wells is
intense with many oil and gas properties and or leases or concessions available
in a competitive bidding process in which the Company may lack technological
information or expertise available to other bidders.  Therefore, we
may not be successful in acquiring and developing profitable properties in the
face of this competition.  No assurance can be given that the Company
will be successful in its efforts to secure additional properties and or develop
its existing oil and gas property.




4




Government
Regulation





General





Our oil
and gas operations are subject to various federal, state and local governmental
regulations in the United States.  Matters subject to regulation
include exploration permits, discharge permits for drilling operations, drilling
and abandonment bonds, operating practices, reports concerning operations, the
spacing of wells, pooling of properties, taxation and environmental
protection.  These laws and regulations are under constant review for
amendment or expansion.  From time to time, regulatory agencies have
imposed price controls and limitations on production by restricting the rate of
flow of oil and gas wells below actual production capacity in order to conserve
supplies of oil and gas.  The production, handling, storage,
transportation and disposal of oil and gas, by-products thereof, and other
substances and materials produced or used in connection with oil and gas
operations are also subject to regulation under state and local laws and
regulations relating primarily to the protection of human health and the
environment.  To date, expenditures related to complying with these
laws, and for remediation of existing environmental contamination, have not been
significant in relation to the results of operations of our
Company.  The requirements imposed by such laws and regulations are
frequently changed and subject to interpretation, and we are unable to predict
the ultimate cost of compliance with these requirements or their effect on our
operations.  Changes in these regulations could require us to expend
significant resources to comply with new laws or regulations or changes to
current requirements and could have a material adverse effect on
us.





Oil and Gas
Regulation





Each
state has legislation and regulations which govern land tenure, royalties,
production rates, environmental protection and other matters.  The
royalty regime is a significant factor in the profitability of oil and natural
gas production.  Royalties payable on production from lands other than
government lands are determined by negotiations between the mineral owner and
the lessee.  Royalties on government land are determined by government
regulation and are generally calculated as a percentage of the value of gross
production, and the rate of royalties payable generally depends upon prescribed
reference prices, well productivity, geographical location, field discovery date
and the type or quality of the petroleum product produced.





Management
believes that we are in substantial compliance with current applicable
environmental laws and regulations.





Employees





As of
March 31, 2010, we have no employees.  The Company relies on
consultants to carry out its corporate activities.  Consultants are
engaged to look out for the Company’s best interests in its non-operated oil and
gas property.





Material
Agreements





See
“Our Property - Morgan
Highpoint Property, Tennessee, USA” above for a description of the
Farmout Agreement, the Letter Agreement, the Farmout Agreement #2, the
Equalization and JO Agreement, the Amending Agreement and the Letter Agreement
#2.  Other than these agreements, the Company is not a party to any
other material agreements.




5




Loan
Obligations





On March
3, 2008, a shareholder loaned the Company $622,500 which is due on demand
bearing no interest.  On July 22, 2008, the Company authorized the
repayment of $40,000 of this loan to the shareholder.  On March 20,
2008, the same shareholder loaned the Company $800,000 which is due on demand
bearing no interest.  As of the date of this annual report, the
Company has not repaid any of this loan to the shareholder.





On March
25, 2008, another shareholder of the Company loaned the Company $225,000 which
is due on demand bearing no interest.  On May 20, 2008, the Company
authorized the repayment of $100,000 of this loan to the shareholder. This same
shareholder has loaned the Company the following amounts on the following dates
which are due on demand bearing no interest:





Amount of Loan
                                  
                                  Date of Loan$
                                  132,840
                                  
                                  August
      28, 2008$
                                  1,053
                                  
                                  February
      17, 2009$
                                  8,000
                                  
                                  June
      15, 2009$
                                  20,000
                                  
                                  January
      29, 2010$
                                  18,000
                                  
                                  March
      26, 2010$
                                  50,000
                                  
                                  June
      8,
2010





On March
18, 2009, our sole officer and director loaned the Company $400, which is due on
demand bearing no interest.  In addition, on April 30, 2009, our sole
officer and director loaned the Company $1,000, which is also due on demand
bearing no interest.





ITEM
1A. RISK FACTORS





As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.





ITEM
2. PROPERTIES





See
“Item 1. Business -
Our Property - Morgan
Highpoint Property, Tennessee, USA” above for a description our
property.





Reserves
Reported to Other Agencies





We have
filed no estimates of total, proved net oil or gas reserves with any other
federal authority or agency.





Production





As of
March 31, 2010, we do not own any producing properties.





Productive
Wells and Acreage





The
following table sets forth our leasehold interest in productive oil wells, as of
March 31, 2010:


AREA
                
                GROSS(1)
                
                
                NET(2)Tennessee,
      USA(3)
                
                
                0
                
                
                
                0




6




(1)
            A
      gross well is 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.


(2)
            A
      net well is deemed to exist when the sum of fractional ownership working
      interest in gross wells equals one.  The number of net wells is
      the sum of the fractional working interests owned in gross wells expressed
      as whole numbers and fractions
thereof.


(3)
            At
      March 31, 2010, the Company has a 30% interest in three wells that were
      cased and shut in, in Tennessee, USA as well as a 7% interest in two other
      wells that were cased and shut in, in Tennessee,
  USA.





The
following table sets forth the amount of our net and gross productive wells and
acreage(1) as of
March 31, 2010:





AREA
                
                GROSS(2)
                
                
                NET(3)Tennessee,
      USA
                
                
                0
                
                
                
                0


(1)
            Consists
      of acres spaced or assignable to productive
  wells.


(2)
            A
      gross acre is an acre in which a working interest is owned.  The
      number of gross acres is the total number of acres in which a working
      interest is owned.


(3)
            A
      net acre is deemed to exist when the sum of fractional ownership working
      interests in gross acres equals one.  The number of net acres is
      the sum of the fractional working interests owned in gross acres expressed
      as whole numbers and fractions
thereof.





Undeveloped
Acreage





The
following table sets forth the amounts of our undeveloped acreage as of March
31, 2010:





AREA
                
                UNDEVELOPED ACREAGE(1)GROSS
                
                
                NETTennessee,
      USA
                
                
                1,304
                
                
                
                156


(1)
            Undeveloped
      acreage is considered to be those lease acres on which wells have not been
      drilled or completed to a point that would permit the production of
      commercial quantities of oil and gas regardless of whether or not such
      acreage contains proved reserves.





Drilling
Activity





The
following table sets forth the results of our oil and gas drilling and
acquisition activities as of March 31, 2010:





EXPLORATORY WELLS
                
                
                DEVELOPMENT WELLSAREA
                
                DRY
                
                
                CASED
                
                
                PRODUCTIVE
                
                
                DRY
                
                
                PRODUCTIVETennessee,
      USA
                
                
                0
                
                
                
                5
                (1)
                
                
                0
                
                
                
                0
                
                
                
                0


(1)
            No
      wells are presently on stream.





Present
Activities





To the
date of this annual report, we have earned a 30% working interest in three wells
known as the Morgan Highpoint #3, #4 and #5 wells and a 7% working interest in
two wells known as the John Bowen #1 and #2 wells that were all drilled in
Morgan County, Tennessee.





At this
time, we intend to commence discussions with the other participants under the
Equalization and JO Agreement in order to determine our future
activities.




7




Delivery
Commitments





Not
applicable.





Office
Properties





The
Company maintains its business office at 2808 Cowan Circle, Las Vegas,
NV  89107.  In addition, our President supplies the Company
with approximately 300 square feet of space free of charge located at 117A Owen
Road, Singapore, 218923.





We
believe that our current office space and facilities are sufficient to meet our
present needs and do not anticipate any difficulty securing alternative or
additional space, as needed, on terms acceptable to the Company.





At the
present time, we do not have any real estate holdings and there are no plans to
acquire any real property interests.





ITEM 3. LEGAL PROCEEDINGS





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





ITEM
4. [REMOVED AND RESERVED]





PART
II





ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES





Market
Information





The
Company’s common stock is traded on the Over-the-Counter Bulletin Board
(“OTCBB”) under the symbol “NXPE”.  The Company’s common stock
previously traded under the symbol “BRPC” from September 20, 2007 until June 9,
2008, and “DGTR” from December 22, 2006, to September 20, 2007, without any
trading or volume.





The
following historical quotations obtained from online sources reflects the high
and low bids for our common stock based on inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions:




Quarter Ended
                
                High ($)
                
                
                Low ($)March
      31, 2010
                
                $
                0.028
                
                
                $
                0.0195December
      31, 2009
                
                $
                0.02
                
                
                $
                0.01September
      30, 2009
                
                $
                0.05
                
                
                $
                0.01June
      30, 2009
                
                $
                0.055
                
                
                $
                0.019March
      31, 2009
                
                
                0.03
                
                
                
                0.017December
      31, 2008
                
                
                2.00
                
                
                
                0.008September
      30, 2008
                
                
                2.25
                
                
                
                1.25June
      30, 2008
                
                
                N/A
                
                
                
                N/AMarch
      31, 2008
                
                
                N/A
                
                
                
                N/A




8




As of
March 31, 2010, the Company’s common stock closed at price of
$0.025.





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks.  Penny stocks are generally equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system and certain other
requirements are met.  The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that: (a) contains a description of the
nature and level of risk in the market for penny stocks in both public offerings
and secondary trading; (b) contains a description of the broker’s or dealer’s
duties to the customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of securities
laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread
between the bid and ask price; (d) contains a toll-free telephone number for
inquiries on disciplinary actions; (e) defines significant terms
in the disclosure document or in the conduct of trading in penny stocks; and (f)
contains such other information and is in such form, including language, type,
size and format, as the SEC shall require by rule or regulation.  The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer’s account.  In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise
exempt from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written acknowledgement of the receipt of a risk
disclosure statement, a written agreement to transactions involving penny
stocks, and a signed and dated copy of a written suitably
statement.





These
disclosure requirements may have the effect of reducing the trading activity and
price of our common stock.  Therefore, stockholders may have
difficulty selling those securities.





Holders





As of
June 29, 2010, there are 56,413,000 shares of common stock issued and
outstanding held by 51 shareholders of record.





Dividend
Policy





We have
never paid any cash dividends and have no plans to do so in the foreseeable
future.  Our future dividend policy will be determined by our Board of
Directors and will depend upon a number of factors, including our financial
condition and performance, our cash needs and expansion plans, income tax
consequences and the restrictions that applicable laws and other arrangements
then impose.





Securities
Authorized for Issuance Under Equity Compensation Plans





As of the
end of the fiscal year ended March 31, 2010, we do not have any compensation
plans under which equity securities are authorized for issuance.





Recent Sales of Unregistered Securities





Not
Applicable.




9




Purchase
of Equity Securities by the Company and Affiliated Purchasers





Not
Applicable.





ITEM
6. SELECTED FINANCIAL DATA





As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide theinformation required by
this Item.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this annual
report.  This plan of operation contains forward-looking statements
that involve risks, uncertainties, and assumptions.  The actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors.





Overview





We are a
development stage company, focusing on acquiring and exploring oil and gas
properties primarily in North America.  We currently have interests in
oil and gas properties located in Morgan County, Tennessee.  We intend
to acquire interests in leases for oil and gas prospects either through farmout
arrangements, participation arrangements or straight acquisition of oil and gas
interests, and then drill exploratory and development wells with the help of
other industry participants.  We do not intend to operate any
properties.  See “Item 1. Business – Our
Business” for further details of our business and “Item 2. Properties” for
details of our property interests.





Plan
of Operations





We have
not yet generated or realized any revenues from our business
operations.  Our auditors have issued a going concern
opinion.  This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills.  This is because we have not
generated any revenues and no revenues are anticipated until we are able to
acquire oil and gas prospects, explore and develop such prospects and are able
to produce oil and/or gas from our exploration and development.  There
is no assurance we will ever reach this point.  Accordingly, we must
raise cash from sources other than the sale of oil and/or gas.  Our
only other source for cash at this time is investments by others in
us.  We must raise cash to implement our plan and stay in
business.  If we require additional money and are unable to raise it,
we may have to suspend or cease operations.





We intend
to acquire interests in leases for oil and gas prospects either through farmout
arrangements, participation arrangements or straight acquisition of oil and gas
interests, and then drill exploratory and development wells with the help of
other industry participants.  We do not intend to operate any
properties at this time.  We intend to focus our oil and gas
activities in North America as well as other regions.





On the
Morgan Highpoint Project and the John Bowen Project, we intend to commence
discussions with the other participants under the Equalization and JO Agreement
in order to determine our future activities and estimated costs associated with
any future activities.





We do not
intend to hire any employees at this time.




10




Limited
Operating History; Need for Additional Capital





There is
limited historical financial information about us upon which to base an
evaluation of our performance.  We are a development stage exploration
corporation and have not generated any revenues from operations.  We
cannot guarantee we will be successful in our business
operations.  Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our oil and gas interests, and possible
cost overruns due to price and cost increases in services.





We are
seeking equity financing to provide for the capital required to implement our
business plans.





We have
no assurance that future financings will be available to us on acceptable
terms.  If financing is not available on satisfactory terms, we may be
unable to continue, develop, or expand our operations. Equity financing could
result in additional dilution to existing shareholders.





Liquidity
and Capital Resources





As of
March 31, 2010, we had total current assets of $7,350 and total assets of
$654,800.  Our total current assets as of March 31, 2010 comprise of
cash in the amount of $7,350.  Our total current liabilities as of
March 31, 2010 were $1,823,657 represented by accounts payable and accrued
liabilities of $134,864 and shareholders’ loans of $1,688,793.  As a
result, on March 31, 2010, we had a working capital deficiency of
$1,168,857.





Operating
activities used $262,940 in cash for the period from inception (April 17, 2006)
to March 31, 2010.  Our net loss of $2,240,248 was the primary
component of our negative operating cash flow.  Investing activities
for the period from inception (April 17, 2006) to March 31, 2010, used $4,391
for the purchase of equipment and $2,319,800 for the acquisition of oil and gas
property interests, offset by proceeds received on the sale of equipment of
$1,688 for a total of $2,322,503.  Net cash flows provided by
financing activities for the period from inception (April 17, 2006) to March 31,
2010 was $2,592,793 represented as loans from shareholders of $1,688,793, which
includes the repayment of shareholders loans of $140,000, and proceeds from the
sale of our stock of $904,000.





We are a
development stage corporation and have not generated any revenue to date from
our activities. Despite our hope for revenues in the foreseeable future, we
believe that revenues will be sparse and irregular and, if we receive any at
all, will be far less than necessary to carry out our business forward without
additional financing.  We have cash in the amount of $7,350 as of
March 31, 2010, which is not enough to meet our projected expenditures in the
next twelve months.  Thus, in order to meet our capital needs, we will
most likely need to raise funds from other sources to remain in
business.  We intend to raise additional money through private
placements, however, there can be no assurance that we will be able to raise
additional money in the future.  If we need additional capital and
cannot raise the necessary amount, we will either be required to suspend
activities until we do raise the cash or cease activity entirely.





Results
of Operation





Fiscal
Year Ended March 31, 2010





Professional fees:
Professional fees were $69,970 and $109,390 for the fiscal years ended March 31,
2010 and 2009, respectively. This decrease was due to the decreased activity of
the Company during the fiscal year ended March 31, 2010.




11




Depreciation:
Depreciation expenses were $385 and $761 for the fiscal years ended March 31,
2010 and 2009, respectively.





Bank
Charges:  Bank Charges expenses were $196 and $390 for the
fiscal years ended March 31, 2010 and 2009, respectively.





Filing and Registration
fees:  Filing and Registration fees were $5,120 and $5,350 for
the fiscal years ended March 31, 2010 and 2009, respectively.  This
decrease was due to the decreased activity of the Company resulting in decreased
filings for the Company during the fiscal year ended March 31,
2010.





Office and
Miscellaneous:  Office and Miscellaneous expenses were $668 and
$2,802 for the fiscal years ended March 31, 2010 and 2009,
respectively.  This decrease was due to the decreased activity of the
Company during the fiscal year ended March 31, 2010.





Interest
Expense:  Interest expenses were $82,767 and $80,720 for the
fiscal years ended March 31, 2010 and 2009, respectively.





Impairment:  Impairment
of the oil and gas properties expenses were $1,672,350 and Nil for the fiscal
years ended March 31, 2010 and 2009, respectively.  This impairment
expense was due to the Company recognizing impairment on its oil and gas
properties during the fiscal year ended March 31, 2010.





Net
Loss:  Net loss was $1,831,371 and $199,588 for the fiscal
years ended March 31, 2010 and 2009, respectively. This increase in net loss of
$1,631,783 resulted primarily from the impairment write down of $1,672,350 on
the Company’s oil and gas properties during the fiscal year ended March 31,
2010.





Off-Balance
Sheet Arrangements





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





Going
Concern Statement





We have
negative working capital, have not yet received revenues from sales of products
or services, and have recurring losses from operations.  Our
continuation as a going concern is dependent upon us attaining and maintaining
profitable operations and raising additional capital.  The financial
statements do not include any adjustment relating to the recovery and
classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should we discontinue
operations.





Due to
the uncertainty of our ability to meet our current operating expenses and the
capital expenses noted above, in their report on the annual financial statements
for the year ended March 31, 2010, our independent auditors included an
explanatory paragraph regarding substantial doubt about our ability to continue
as a going concern.  Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.





The
continuation of our business is dependent upon us raising additional financial
support.  The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders.  Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.




12




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA







NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)





(AN
EXPLORATION STAGE COMPANY)





FINANCIAL
STATEMENTS





MARCH
31, 2010


13




NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)





(AN
EXPLORATION STAGE COMPANY)





TABLE
OF CONTENTS





MARCH
31, 2010





Report
      of Independent Registered Public Accounting Firm
                F
      - 1Balance
      Sheets as of March 31, 2010 and 2009
                F
      - 2Statements
      of Operations for the Years Ended  March 31, 2010 and 2009 and
      the Period from April 17, 2006 (Inception) to March 31,
    2010
                F
      - 3Statement
      of Stockholders’ Equity (Deficit) as of  March 31,
      2010
                F
      - 4Statements
      of Cash Flows for the Years Ended  March 31, 2010 and 2009 and
      the Period from April 17, 2006 (Inception) to March 31,
    2010
                F
      - 5Notes
      to Financial Statements
                F-6
      - F-11








Silberstein Ungar, PLLC CPAs and Business
      AdvisorsPhone
      (248) 203-0080Fax
      (248) 281-094030600
      Telegraph Road, Suite 2175Bingham
      Farms, MI 48025-4586www.sucpas.com





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Nexgen
Petroleum Corp.


Las
Vegas, Nevada





We have
audited the accompanying balance sheets of Nexgen Petroleum Corp. as of March
31, 2010 and 2009, and the related statements of operations, stockholders’
equity (deficit), and cash flows for the periods then ended and the period from
April 17, 2006 (date of inception) through March 31, 2010. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company has determined that it 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 provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Nexgen Petroleum Corp., as of March
31, 2010 and 2009 and the results of its operations and cash flows for the
periods then ended and the period from April 17, 2006 (date of inception)
through March 31, 2010, in conformity with accounting principles generally
accepted in the United States.





The
accompanying financial statements have been prepared assuming that Nexgen
Petroleum Corp. will continue as a going concern.  As discussed in
Note 7 to the financial statements, the Company has incurred losses from
operations, has negative working capital, and is in need of additional capital
to grow its operations so that it can become profitable.  These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  Management’s plans with regard to these matters are
described in Note 7. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




/s/ Silberstein Ungar, PLLCSilberstein
      Ungar, PLLCBingham
      Farms, MichiganJuly
      8, 2010




F-1





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS


AS
OF MARCH 31, 2010 AND 2009





2010
                
                
                2009ASSETSCurrent
      assetsCash
                
                $
                7,350
                
                
                $
                3,626Prepaid
      expenses
                
                
                -
                
                
                
                -Total
      current assets
                
                
                7,350
                
                
                
                3,626Oil
      and gas properties ( successful efforts basis)
                
                
                647,450
                
                
                
                2,229,800Property
      and equipment – Note 2
                
                
                -
                
                
                
                385TOTAL
      ASSETS
                
                $
                654,800
                
                
                $
                2,233,811LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued liabilities
                
                $
                134,864
                
                
                $
                12,271Shareholders’
      loans – Note 4
                
                
                1,688,793
                
                
                
                1,641,793TOTAL
      LIABILITIES
                
                
                1,823,657
                
                
                
                1,654,064STOCKHOLDERS’
      EQUITY (DEFICIT)Common
      stock, $.001 par value, 1,350,000,000 shares authorized, 56,413,000 (
      2008:135,000,000 ) shares issued and outstanding
                
                
                56,413
                
                
                
                54,413Additional
      paid in capital
                
                
                1,014,978
                
                
                
                932,211Share
      subscriptions
                
                
                -
                
                
                
                -Deficit
      accumulated during the exploration stage
                
                
                (2,240,248
                )
                
                
                (408,877
                )Total
      stockholders’ equity (deficit)
                
                
                (1,168,857
                )
                
                
                579,747TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                
                $
                654,800
                
                
                $
                2,233,811





See
accompanying notes to financial statements.


F-2


NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF OPERATIONS


YEARS
ENDED MARCH 31, 2010 AND 2009


PERIOD
FROM APRIL 17, 2006 (INCEPTION) TO MARCH 31, 2010




Year ended
                  March 31,
                  2010
                
                
                Year ended
                  March 31,
                  2009
                
                
                Period from
                  April 17, 2006
                  (Inception) to
                  March 31,
                  2010REVENUES
                
                $
                0
                
                
                $
                0
                
                
                $
                0OPERATING
      EXPENSESProfessional
      fees
                
                
                69,970
                
                
                
                109,390
                
                
                
                346,929Depreciation
                
                
                385
                
                
                
                761
                
                
                
                2,379Bank
      charges
                
                
                196
                
                
                
                390
                
                
                
                1,781Foreign
      exchange loss (gain)
                
                
                (85
                )
                
                
                175
                
                
                
                92Filing
      and registration
                
                
                5,120
                
                
                
                5,350
                
                
                
                12,477Product
      development
                
                
                -
                
                
                
                -
                
                
                
                30,455Office
      and miscellaneous
                
                
                668
                
                
                
                2,802
                
                
                
                9,835TOTAL
      OPERATING EXPENSES
                
                
                76,254
                
                
                
                118,868
                
                
                
                403,948LOSS
      FROM OPERATIONS
                
                
                (76,254
                )
                
                
                (118,868
                )
                
                
                (403,948
                )OTHER
      INCOME (EXPENSE)Interest
      income
                
                
                -
                
                
                
                -
                
                
                
                3,765Interest
      expense
                
                
                (82,767
                )
                
                
                (80,720
                )
                
                
                (167,391
                )Impairment
      of oil and gas properties
                
                
                (1,672,350
                )
                
                
                0
                
                
                
                (1,672,350
                )Loss
      on sale of equipment
                
                
                0
                
                
                
                0
                
                
                
                (324
                )TOTAL
      OTHER INCOME (EXPENSE)
                
                
                (1,755,117
                )
                
                
                (80,720
                )
                
                
                (1,836,300
                )LOSS
      PRIOR TO INCOME TAXES
                
                
                (1,831,371
                )
                
                
                (199,588
                )
                
                
                (2,240,248
                )PROVISION
      FOR INCOME TAXES
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (1,831,371
                )
                
                $
                (199,588
                )
                
                $
                (2,240,248
                )NET
      LOSS PER SHARE: BASIC AND DILUTED
                
                $
                (0.03
                )
                
                $
                (0.00
                )WEIGHTED
      AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
                
                
                56,413,000
                
                
                
                56,413,000





See
accompanying notes to financial statements.


F-3


NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum  Corp.)


(AN
EXPLORATION STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)


AS
OF MARCH 31, 2010





Common Stock
                    
                    
                    Additional
                      paid-in
                    
                    
                    Share
                      subscriptions
                    
                    
                    Deficit
                      accumulated
                      during the
                      developmentShares
                    
                    
                    Amount
                    
                    
                    capital
                    
                    
                    receivable
                    
                    
                    stage
                    
                    
                    TotalBalance,
      March 31, 2008
                    
                    
                    135,000,000
                    
                    
                    $
                    9,000
                    
                    
                    $
                    84,904
                    
                    
                    $
                    470,000
                    
                    
                    $
                    (209,289
                    )
                    
                    $
                    354,615Proceeds
      of share subscription
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    344,000
                    
                    
                    
                    -
                    
                    
                    
                    344,000Voluntary
      surrender and cancellation of shares
                    
                    
                    (80,000,00
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Par
      value adjustment
                    
                    
                    -
                    
                    
                    
                    46,000
                    
                    
                    
                    (46,000
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0Issuance
      of common stock for $1 per share
                    
                    
                    215,000
                    
                    
                    
                    215
                    
                    
                    
                    214,785
                    
                    
                    
                    (215,000
                    )
                    
                    
                    -
                    
                    
                    
                    0Issuance
      of common stock for $ 0.50 per share
                    
                    
                    1,198,000
                    
                    
                    
                    1,198
                    
                    
                    
                    597,802
                    
                    
                    
                    (599,000
                    )
                    
                    
                    -
                    
                    
                    
                    0Imputed
      interest on shareholder loan
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    80,720
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    80,720Net
      loss for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (199,588
                    )
                    
                    
                    (199,588
                    )Balance,
      March 31, 2009
                    
                    
                    56,413,000
                    
                    
                    
                    56,413
                    
                    
                    
                    932,211
                    
                    
                    
                    0
                    
                    
                    
                    (408,877
                    )
                    
                    
                    579,747Imputed
      interest on shareholder loan
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    82,767
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    82,767Net
      loss for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,831,371
                    )
                    
                    
                    (1,831,371
                    )Balance,
      March 31, 2010
                    
                    
                    56,413,000
                    
                    
                    $
                    56,413
                    
                    
                    $
                    1,014,978
                    
                    
                    $
                    0
                    
                    
                    $
                    (2,240,248
                    )
                    
                    $
                    (1,168,857
                    )





See
accompanying notes to financial statements.


F-4


NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


YEARS
ENDED MARCH 31, 2010 AND 2009


PERIOD
FROM APRIL 17, 2006 (INCEPTION) TO MARCH 31, 2010





Year ended
                  March 31, 2010
                
                
                Year ended
                  March 31, 2009
                
                
                Period from
                  April 17, 2006
                  (Inception) to
                  March 31,
                  2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                
                $
                (1,831,371
                )
                
                $
                (199,588
                )
                
                $
                (2,240,248
                )Adjustments
      to reconcile net loss to cash used by operating
activities:Depreciation
                
                
                385
                
                
                
                761
                
                
                
                2,379Imputed
      interest
                
                
                82,767
                
                
                
                80,720
                
                
                
                167,391Impairment
      of gas and oil properties
                
                
                1,672,350
                
                
                
                0
                
                
                
                1,672,350Loss
      on sale of property and equipment
                
                
                0
                
                
                
                0
                
                
                
                324Change
      in assets and liabilities:Increase
      in accounts payable and accrued liabilities
                
                
                122,593
                
                
                
                (39,568
                )
                
                
                134,864CASH
      FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
                
                
                46,724
                
                
                
                (157,675
                )
                
                
                (262,940
                )CASH
      FLOWS FROM INVESTING ACTIVITIESOil
      and gas properties
                
                
                (90,000
                )
                
                
                (185,000
                )
                
                
                (2,319,800
                )Proceeds
      on disposal of property and equipment
                
                
                0
                
                
                
                0
                
                
                
                1,688Purchase
      of property and equipment
                
                
                0
                
                
                
                0
                
                
                
                (4,391
                )CASH
      FLOWS USED IN INVESTING ACTIVITIES
                
                
                (90,000
                )
                
                
                (185,000
                )
                
                
                (2,322,503
                )CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      from (repayments to) shareholders
                
                
                47,000
                
                
                
                (5,707
                )
                
                
                1,688,793Share
      subscription received
                
                
                0
                
                
                
                0
                
                
                
                470,000Proceeds
      from sales of common stock
                
                
                0
                
                
                
                344,000
                
                
                
                434,000CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                
                
                47,000
                
                
                
                338,293
                
                
                
                2,592,793NET
      INCREASE (DECREASE) IN CASH
                
                
                3,724
                
                
                
                (4,382
                )
                
                
                7,350Cash,
      beginning of period
                
                
                3,626
                
                
                
                8,008
                
                
                
                0Cash,
      end of period
                
                $
                7,350
                
                
                $
                3,626
                
                
                $
                7,350SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for interest
                
                $
                0
                
                
                $
                0
                
                
                $
                0Cash
      paid for taxes
                
                $
                0
                
                
                $
                0
                
                
                $
                0





See
accompanying notes to financial statements.


F-5





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


March
31, 2010





NOTE
1 – SUMMARY OF ACCOUNTING POLICIES





Nature of
Business


Nexgen
Petroleum Corp. (“Nexgen”) was incorporated as DGT Corp. in Nevada on April 17,
2006.  On September 20, 2007, the Company completed a merger with
subsidiary Blackrock Petroleum Corp. and changed its name from DGT Corp. to
Blackrock Petroleum Corp. On June 5, 2008, the Company completed a merger with
subsidiary Nexgen Petroleum Corp. and changed its name from Blackrock Petroleum
Corp. to Nexgen Petroleum Corp.





Nexgen is
an exploration stage company which intends to acquire interests in leases for
oil and gas prospects and then drill exploratory and development wells with
industry participants.





On March
10, 2008, Nexgen entered into a Farmout and Participation Agreement with respect
to two test wells on an oil and gas lease dated December 22,
2007.  Under the Farmout Agreement, Nexgen is paying 60% of all costs
associated with the test wells to earn a 30% interest in the associated
production spacing units. See Note 8.





Oil and Gas
Properties


Nexgen
accounts for oil and gas exploration and development costs using the successful
efforts method.  Geological and geophysical costs and the costs of
carrying and retaining undeveloped properties are expensed as
incurred.  Exploratory well costs are capitalized pending further
evaluation of whether economically recoverable reserves have been found. If
economically recoverable reserves are not found, explanatory well costs will be
expensed as dry holes.  All exploratory wells are evaluated for
economic viability within one year of well completion and the related capital
costs are reviewed quarterly.  Exploratory well costs that discover
potentially economically recoverable reserves in areas where a major capital
expenditure would be required before production could begin and where the
economic viability of that major capital expenditure depends upon the successful
completion of further exploratory work in the area, remain capitalized as long
as the additional exploratory work is underway or firmly planned.





During
the year ended March 31, 2010, the Company recognized impairment in its oil and
gas properties of $ 1,672,350.





Property and
Equipment


The
Company’s capital asset has been capitalized and is being depreciated over its
estimated useful life on a straight line basis over a three year
period.





Cash and Cash
Equivalents


For the
purposes of presenting cash flows, Nexgen considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.





Fair Value of Financial
Instruments


The
Company’s financial instruments consist of cash and cash equivalents and
payables. The carrying amount of these financial instruments approximates fair
value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.





Income
Taxes


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


F-6





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


March
31, 2010





NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (continued)





Use of
Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Basic loss per
share


Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





Recent Accounting
Pronouncements


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





NOTE
2 – PROPERTY AND EQUIPMENT





Property
and equipment consisted of the following at March 31:





2010
                    
                    
                    2009Computer
      equipment
                    
                    $
                    2,291
                    
                    
                    $
                    2,291Less:
      Accumulated depreciation
                    
                    
                    (2,291
                    )
                    
                    
                    (1,906
                    )Property
      and equipment, net
                    
                    $
                    0
                    
                    
                    $
                    385





The
capital asset is being depreciated on a straight-line basis over its estimated
useful life of three years.





NOTE
3 – INCOME TAXES





For the
period ended March 31, 2010, Nexgen has incurred net losses and, therefore, has
no tax liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.  The cumulative net operating
loss carry-forward is approximately $2,240,248 at March 31, 2010, and will
expire beginning in the year 2026.





The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:





2010
                    
                    
                    2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                    
                    $
                    829,544
                    
                    
                    $
                    67,860Valuation
      allowance
                    
                    
                    (829,544
                    )
                    
                    
                    (67,860
                    )Net
      deferred tax asset
                    
                    $
                    0
                    
                    
                    $
                    0


F-7





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


March
31, 2010





NOTE
4 – SHAREHOLDERS’ LOANS





During
the year ended March 31, 2008, the Company received loans from two shareholders
in the principal amounts of $622,500, $800,000 and $225,000.





During
the year ended March 31, 2009, the Company repaid $100,000 of the $225,000 loan
received and $40,000 of the $622,500 loan. During the year ended March 31, 2009
Nexgen received loans of $132,840 and $1,053 from a shareholder.





During
the year ended March 31, 2010, Nexgen received loans of $8,000, $20,000 and
$18,000 from a shareholder.





All
shareholder loans are unsecured, non-interest bearing and due on
demand.





During
the year ended March 31, 2009, the sole officer and director loaned the Company
$400, which is due on demand bearing no interest.  Additionally,
during the year ended March 31, 2010, the sole officer and director loaned the
Company $1,000, which is also due on demand bearing no interest.





Imputed
interest at 5% per annum has been recorded as an increase in additional paid in
capital for all of the above loans.





NOTE
5 – COMMON STOCK





At
inception, Nexgen issued 9,000,000 shares of stock for $90,000
cash.





Effective
September 20, 2007, Nexgen affected a fifteen (15) for one (1) forward stock
split.





On
September 18, 2007, Nexgen received stock subscription proceeds related to a
private placement of 1,000,000 shares at $.50 per share. Subsequently, $455,000
of the subscription proceeds were returned. On February 20, 2008, Nexgen
received stock subscriptions proceeds of $425,000 related to a private placement
of shares at $ .50 per share.





During
the year ended March 31, 2009 Nexgen received stock subscriptions proceeds of
$129,000 related to a private placement of shares at $.50 per share and $215,000
related to a private placement of shares at $1.00 per share.





NOTE
6 – COMMITMENTS





On March
10, 2008, Nexgen entered into a Farmout and Participation Agreement with respect
to two test wells on an oil and gas lease dated December 22,
2007.  Under the Farmout Agreement, Nexgen is paying 60% of all costs
associated with the test wells to earn a 30% interest in the associated
production spacing units.





The
company entered into an outsourcing agreement with Dolphin Industries
Limited.  Under the terms of the agreement, Nexgen agrees to pay
Dolphin Industries Limited the sum of $ 10,000 for carrying out the beta testing
of the quality of their photo-editing services and testing of the internet
bandwidth for file transmission.  Upon successful completion of the
beta testing stage, Nexgen guarantees Dolphin Industries Limited for a period of
90 days, the greater of $5,000 per month or a minimum of 3,300 images to be
edited for each 30 day period at $1.50 per image. During the period, Dolphin
Industries Limited returned $ 14,145 of payments previously made and the
agreement was cancelled.


F-8





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


March
31, 2010





NOTE
6 – COMMITMENTS (continued)





On or
about April 11, 2008, the Company entered into a letter agreement (the “Letter
Agreement”) with Montello Resources (USA) Ltd., Park Place Energy Corp., and
Austin Developments Corp., dated effective April 11, 2008, whereby the parties
agreed to amend the March 10, 2008 Farmout Agreement as follows: (i) Article 8
(Area of Mutual Interest) of the Farmout & Royalty Procedure attached as
Schedule “C” to the Farmout Agreement shall apply; (ii) the Mutual Interest
Lands shall comprise all PNG rights 50% or more of which are located within the
boundaries of that area of lands located within Morgan County, State of
Tennessee, USA as outlined on the map attached to the Letter Agreement; (iii)
the Area of Mutual Interest shall be in effect until 11:50 pm on April 10, 2010;
and (iv) the participating interests of the parties hereto in the Area of Mutual
Interest during the term thereof shall be Montello – 35%, Park Place – 5%,
Austin – 30% and the Company – 30%.





In
addition, on or about April 11, 2008, the Company entered into a Farmout and
Participation Agreement (the “Farmout Agreement”), which is effective as of
April 11, 2008, with Montello Resources (USA) Ltd., a subsidiary of Montello
Resources Ltd., Park Place Energy Corp., an Alberta corporation, and Austin
Developments Corp., an Alberta corporation, with respect to two test wells on
the oil and gas lease dated March 25, 2008 between Robert and Kathy Lavender, as
lessors, and Montello Resources (USA) Ltd., as lessee, located in Morgan County,
Tennessee.  Under the Farmout Agreement the participating interests
are as follows: Montello Resources (USA) Ltd., as operator, is paying 15% of all
costs associated with the test well to earn a 35% interest in the associated
production spacing units; Austin Developments Corp. is paying 20% of the costs
to earn a 30% interest; Park Place Energy Corp. is paying 5% of the costs to
earn a 5% interest; and the Company is paying 60% of the costs to earn a 30%
interest.  As of June 30, 2008, the Company has incurred $132,000 in
capital expenditures on this property by participating in the drilling and
completion of the Morgan Highpoint #5 test well, which has been cased and shut
in.





On or
about August 26, 2008, the Company entered into an equalization and joint
operating agreement (the “Equalization and JO Agreement”), dated July 7, 2008,
with Montello USA, PRPL and AUL, with respect to interests in the joint lands
and wells more particularly described in Schedule “A” to the Equalization and JO
Agreement (collectively, the “Property”).  The Equalization and JO
Agreement supersedes and replaces all previous agreements between the parties
with respect to the Property and establishes the manner in which operations will
be conducted on the Property.  The initial working interests of the
parties in the Property are: (i) with respect to the Bowen Block (as defined in
the Equalization and JO Agreement), PRPL 5%, Montello USA 55% and AUL 40%; and
(ii) with respect to the balance of the leases on the Property, PRPL 5%,
Montello USA 35%, AUL 30% and the Company 30%.  Among other terms and
conditions, as between Montello USA and the Company, the Company will bear on
Montello USA’s behalf $1,250,000 with respect to Montello USA’s working interest
share of any joint expense incurred on the Property and when the Company has
paid such amount, it shall have earned from Montello USA an undivided 15%
working interest in the Bowen Block.  As among Montello USA, AUL and
the Company, if warranted upon completion of certain anticipated operations on
the Property, the Company shall commission (at its own expense) an engineering
report to evaluate the 100% working interest in the proven and probable oil and
gas assets in the Bowen Block (the “Evaluation”).  Among other terms
and conditions, within 30 days of receipt of the Evaluation, the Company may
acquire an undivided 5% working interest from Montello USA and an undivided 10%
working interest from AUL in the Bowen Block for: (i) a pro rata percentage
dollar amount as calculated from the Evaluation; and (ii) a pro rata percentage
of the sum of $325,000.





As of
March 31, 2010, the Company had incurred $185,000 in capital expenditures on the
Bowen Block property.


F-9





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


March
31, 2010





NOTE
6 – COMMITMENTS (continued)





On August
21, 2008, the Company and Montello USA entered into an amending agreement (the
“Amending Agreement”) to the Equalization and JO Agreement which was amended as
follows:





(i) If
the Company does not advise Montello USA in writing on or prior to September 1,
2008, that it intends to be bound by all of the provisions of clause 4 of the
Equalization and JO Agreement, then all of the terms and conditions of said
clause 4 shall thereafter not apply as between the parties; and





(ii)
Notwithstanding the foregoing, Montello USA may at any time at its sole,
unfettered discretion unilaterally terminate the provisions of said clause 4 of
the Equalization and JO Agreement as between the parties by so advising the
Company in writing.  The sole exception to Montello USA’s exercising
this unilateral right to terminate is if the Company had already paid the
Carried Amount of $1,250,000 in total on behalf of Montello USA.





On August
31, 2009, the Company entered into a letter agreement dated August 25, 2009 (the
“Letter Agreement #2”), with MEO, which is to be effective as of April 1,
2009.  The Letter Agreement #2 evidences the parties’ mutual agreement
with respect to a 7.5% undivided interest to be granted to the Company by MEO
pursuant to the terms of the Equalization and JO Agreement entered into among
the Company, Montello USA (a wholly owned subsidiary of MEO), PRPL and AUL on
August 26, 2008, and dated July 7, 2008.





Pursuant
to the terms of the Equalization and JO Agreement, the Company was entitled to
earn a 15% undivided interest in and to leases C through G set out in Schedule
“A” to the Equalization and JO Agreement  (the “Leases”) upon
incurring an aggregate of $1,250,000 in Carried Amounts (as this term is defined
in the Equalization and JO Agreement).  As at April 1, 2009, the
Company had incurred an aggregate of $461,000 of the Carried Amount and had
transferred an additional $200,000 to MEO’s current AFE project from the monies
set aside by the Company for MEO’s Petrojet AFE project (collectively, the
“Payments”).





Pursuant
to the Letter Agreement #2, MEO has agreed that, in consideration for the
Payments, the Company has earned an undivided 7.5% interest in and to the
Leases.  The Company has agreed to relinquish 0.5% of its 7.5%
undivided interest to the Leases in exchange for MEO depositing to the Company’s
account an aggregate of $15,000 and MEO has agreed to take all action necessary
to deliver to the Company recordable transfers of its 7.0% undivided interest to
the Leases.





In
addition to the foregoing, pursuant to the Letter Agreement #2, MEO has agreed
to provide the Company with an option to earn a further 7.5% undivided interest
in and to the Leases by paying to MEO an additional $400,000 on or before
September 30, 2009.  All partial payments of the $400,000 made by
Company by or before September 30, 2009, shall entitle the Company to a
pro-rated interest of the additional 7.5% undivided interest in and to the
Leases.  However, as at September 30, 2009, the Company failed to
provide any additional funds to MEO, and therefore, the Company’s option to earn
a further 7.5% has expired.


F-10





NEXGEN
PETROLEUM CORP.


(formerly
Blackrock Petroleum Corp.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


March
31, 2010





NOTE
7 – LIQUIDITY AND GOING CONCERN




The
Company has negative working capital and has not yet received revenues from
sales of products or services.  These factors create substantial doubt
about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustment that might be necessary if
the Company is unable to continue as a going concern.




The
ability of the Company to continue as a going concern is dependent on the
Company generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.





NOTE
8 – SUBSEQUENT EVENTS





Management
has evaluated subsequent events through the date on which the financial
statements were submitted to the Securities and Exchange Commission and has
determined it does not have any material subsequent events to
disclose.


F-11





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





Silberstein
Ungar, PLLC are our auditors.  During the Company's two most recent
fiscal years, there were no disagreements with our auditors which were not
resolved on any matter concerning accounting principles or practices, financial
statement disclosure, or auditing scope and procedure, which disagreements, if
not resolved to the satisfaction of our auditors would have caused them to make
reference to the subject matter of the disagreements in connection with their
reports.





ITEM
9A(T). CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our management is responsible for establishing and maintaining a
system of disclosure controls and procedures (as defined in Rule 13a-15(e))
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures.  Under the direction of our Chief Executive Officer,
we evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) there continue to be material
weaknesses in the Company’s internal controls over financial reporting, that the
weaknesses constitute a “deficiency” and that this deficiency could result in
misstatements of the foregoing accounts and disclosures that could result in a
material misstatement to the financial statements for the period covered by this
report that would not be detected, and (ii) accordingly, our disclosure controls
and procedures were not effective as of March 31, 2010.





Annual
Report of Management on Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States.  Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company and our consolidated subsidiaries;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States, and that receipts and
expenditures of the Company and our consolidated subsidiaries are being made
only in accordance with authorizations of management and directors of the
Company and our consolidated subsidiaries, as appropriate; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the assets of the Company and our
consolidated subsidiaries that could have a material effect on the financial
statements.




14




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.





As of
March 31, 2010 management, with the participation of our principal executive
officer and principal financial officer, assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") and SEC guidance on conducting such
assessments.  Based on that evaluation, our management concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below.  This was due to deficiencies that existed
in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our Board of Directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of March 31, 2010.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our Board of Directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal controls over financial reporting that
occurred during our fourth fiscal quarter of the period covered by this annual
report on Form 10-K that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





ITEM
9B. OTHER INFORMATION





Not
applicable.




15




PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Directors,
Executive Officers and Significant Employees





The
following table sets forth certain information regarding the members of our
Board of Directors, executive officers and our significant employees as of March
31, 2010:





Name
            
            Age
            
            Positions and Offices HeldHsien
      Loong Wong(1)
            
            35
            
            President,
      CEO, CFO, Secretary, Treasurer and directorR.
      Shane Starnes(2)
            
            49
            
            Former
      DirectorEdmund
      Leung(3)
            
            61
            
            Former
      Director


Notes:


(1)
            Mr.
      Hsien Loong Wong was appointed as a director and Secretary of the Company
      on August 10, 2007, and the President, CEO, CFO and Treasurer of the
      Company on December 31, 2007.


(2)
            Mr.
      R. Shane Starnes was appointed as a director of the Company June 23, 2009,
      and resigned as a director on August 31,
2009.


(3)
            Mr.
      Edmund Leung was appointed as a director of the Company on October 12,
      2007, and resigned as a director on June 19,
  2009.





Family
Relationships





There are
no family relationships between any of the Company’s directors or executive
officers.





Business
Experience





Mr. Hsien Loong Wong (age 35)
is our President, CEO, CFO, Secretary, Treasurer and a director of our
Company.  Mr. Wong worked as an independent consultant to various
public companies advising on matters pertaining to business in China and
Singapore from 2004 to August 2007.  From January 2003 to December
2003, Mr. Wong worked for Froebel Academy, a provider of early childhood
education training in Singapore.  Mr. Wong served as Senior Manager
for Business Development of Froebel Academy whereby he oversaw the initial set
up of the new Froebel Academy Campus in Singapore and helped build the Froebel
Academy’s brand in Singapore and China.  From June 2001 to December
2002, Mr. Wong worked for Nxtech Wireless, an IT consultancy firm based in
Vancouver, Canada.  During his term with Nxtech Wireless, Mr. Wong
helped deploy Nxtech Wireless’ services in Singapore and rendered consultancy
services for 5G Wireless, a California based Wireless Internet service
provider.  Mr. Wong received his Bachelors or Arts (Honors in
Communications) from Simon Fraser University in British Columbia, Canada in
2001.  Mr. Wong is not an officer or director of any other reporting
issuer at this time.





Involvement
in Certain Legal Proceedings





We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any director, director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one’s participation in the
securities or banking industries, or a finding of securities or commodities law
violations.




16




Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
requires executive officers and directors and persons who own more than ten
percent of our common stock to file reports of ownership and changes in
ownership with the SEC.  Such executive officers, directors and
greater than ten percent stockholders are also required by SEC rules to furnish
us with copies of all Section 16(a) forms they file.  Based on
information supplied to the Company and filings made with the SEC, the Company
believes that during the fiscal year ended March 31, 2010, all Section 16(a)
filing requirements applicable to its directors, executive officers, and greater
than ten percent beneficial owners were complied with, except as
follows:





1.
            Mr.
      Hsien Loong Wong failed to timely file his Form 4 within two days of April
      18, 2008 relating to his voluntary surrender for cancellation of
      80,000,000 shares of common stock.  Mr. Wong filed his Form 4 on
      May 9, 2008; and





2.
            Mr.
      R. Shane Starnes failed to file his Form 3 within 10 days of June 23, 2009
      relating to becoming a director of the Company.  Mr. Starnes
      filed his Form 3 on July 15, 2009.





Code
of Ethics





At the
present time, the Company has not adopted a code of ethics.  The
Company intends to adopt a code of ethics in the near future.





Audit
Committee





We do not
have a separately designated standing audit committee.  The Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee.  The Board approves the
selection of our independent accountants and meets and interacts with the
independent accountants to discuss issues related to financial
reporting.  In addition, the Board reviews the scope and results of
the audit with the independent accountants, reviews with management and the
independent accountants our annual operating results, considers the adequacy of
our internal accounting procedures and considers other auditing and accounting
matters including fees to be paid to the independent auditor and the performance
of the independent auditor.





We intend
to appoint an audit committee in the future.





Nomination
Committee





At the
present time, the Company does not have a nomination committee.  The
Company intends to adopt a nomination committee in the future.





When
evaluating director nominees, our directors consider the following
factors:





·
            the
      appropriate size of our Board of
Directors;


·
            our
      needs with respect to the particular talents and experience of our
      directors;


·
            the
      knowledge, skills and experience of nominees, including experience in
      finance, administration or public service, in light of prevailing business
      conditions and the knowledge, skills and experience already possessed by
      other members of the Board;


·
            experience
      in political affairs;


·
            experience
      with accounting rules and practices;
and




17




·
            the
      desire to balance the benefit of continuity with the periodic injection of
      the fresh perspective provided by new Board
  members.





Our goal
is to assemble a Board that brings together a variety of perspectives and skills
derived from high quality business and professional experience.  In
doing so, the Board will also consider candidates with appropriate non-business
backgrounds.





Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are in
our best interests as well as our stockholders.  In addition, the
Board identifies nominees by first evaluating the current members of the Board
willing to continue in service.  Current members of the Board with
skills and experience that are relevant to our business and who are willing to
continue in service are considered for re-nomination.  If any member
of the Board does not wish to continue in service or if the Board decides not to
re-nominate a member for re-election, the Board then identifies the desired
skills and experience of a new nominee in light of the criteria
above.  Current members of the Board are polled for suggestions as to
individuals meeting the criteria described above.  The Board may also
engage in research to identify qualified individuals.  To date, we
have not engaged third parties to identify or evaluate or assist in identifying
potential nominees, although we reserve the right in the future to retain a
third party search firm, if necessary.  The Board does not typically
consider shareholder nominees because it believes that its current nomination
process is sufficient to identify directors who serve our best
interests.





ITEM
11. EXECUTIVE COMPENSATION





In this
item, “Named Executive Officer” means:





(i)
            all
      individuals serving as the Company’s principal executive officer or acting
      in a similar capacity during the last completed fiscal year (“PEO”),
      regardless of compensation level;





(ii)
            the
      Company’s two most highly compensated executive officers other than the
      PEO who were serving as executive officers at the end of the last
      completed fiscal year and whose total compensation exceeds $100,000;
      and





(iii)
            up
      to two additional individuals for whom disclosure would have been provided
      pursuant to paragraph (ii) but for the fact that the individual was not
      serving as an executive officer of the Company at the end of the last
      completed fiscal year.





Summary
Compensation Table


The
following table contains disclosure of all plan and non-plan compensation
awarded to, earned by, or paid to the Company’s Named Executive Officers by any
person for all services rendered in all capacities to the Company and its
subsidiaries during the Company’s fiscal years completed March 31, 2010, 2009
and 2008:




18




Name and
                                                                                      principal
                                                                                      position
                                                                                    
                                                                                    Year
                                                                                    
                                                                                    Salary
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    Bonus
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    Stock
                                                                                      awards
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    Option
                                                                                      awards
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    Nonequity
                                                                                      incentive plan
                                                                                      compensation
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    Nonqualified
                                                                                      deferred
                                                                                      compensation
                                                                                      earnings
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    All other
                                                                                      compensation
                                                                                      ($)
                                                                                    
                                                                                    
                                                                                    Total
                                                                                      ($)(a)
                                                                                    
                                                                                    (b)
                                                                                    
                                                                                    (c)
                                                                                    
                                                                                    
                                                                                    (d)
                                                                                    
                                                                                    
                                                                                    (e)
                                                                                    
                                                                                    
                                                                                    (f)
                                                                                    
                                                                                    
                                                                                    (g)
                                                                                    
                                                                                    
                                                                                    (h)
                                                                                    
                                                                                    
                                                                                    (i)
                                                                                    
                                                                                    
                                                                                    (j)Hsien
      Loong Wong(1)
                                                                                    
                                                                                    2010
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    NilPresident,
      CEO, CFO,
                                                                                    
                                                                                    2009
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    NilTreasurer,
      Secretary & Director
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    $
                                                                                    NilZhu
      Hua Yin(2)
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    NilFormer
      President, CEO, CFO, Treasurer &
      DirectorJurgen
      Ballmaier(3)
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    Nil
                                                                                    
                                                                                    
                                                                                    
                                                                                    NilFormer
      President, CEO, Secretary &
      Director


Notes:


(1)
            Mr.
      Hsien Loong Wong was appointed as a director and Secretary of the Company
      on August 10, 2007, and the President, CEO, CFO and Treasurer of the
      Company on December 31, 2007.


(2)
            Mr.
      Zhu Hua Yin was appointed the President, CEO, CFO, Treasurer and a
      Director of the Company on August 10, 2007, and he resigned from the
      positions of President, CEO, CFO, Treasurer and Director of the Company on
      December 31, 2007.


(3)
            Mr.
      Jurgen Ballmaier was appointed the President, CEO, Secretary and a
      Director of the Company on June 8, 2006,  and he resigned from
      the positions of President, CEO, Secretary and Director of the Company on
      August 10, 2007.





Narrative
Disclosure to the Summary Compensation Table





We do not
pay any compensation to our Named Executive Officers at this
time.  However, we reserve the right to compensate our Named Executive
Officers in the future with cash, stock, options, or some combination of the
foregoing.





Outstanding
Equity Awards at Fiscal Year-End





We do not
have any equity compensation plans in effect.





Retirement
Benefits and Change of Control





Not
Applicable.





Director
Compensation





The
following table discloses the compensation of the directors of the Company for
the Company’s fiscal year ended March 31, 2010 (unless already disclosed
above):




19




Name
                            
                            Fees
                              earned or
                              paid in
                              cash
                              ($)
                            
                            Stock
                              awards
                              ($)
                            
                            Option
                              awards
                              ($)
                            
                            Non-equity
                              incentive plan
                              compensation
                              ($)
                            
                            Nonqualified
                              deferred
                              compensation
                              earnings
                              ($)
                            
                            All other
                              compensation
                              ($)
                            
                            Total
                              ($)(a)
                            
                            (b)
                            
                            (c)
                            
                            (d)
                            
                            (e)
                            
                            (f)
                            
                            (g)
                            
                            (h)Hsien
      Loong Wong(1)
                            
                            See
      Above.
                            
                            See
      Above.
                            
                            See
      Above.
                            
                            See
      Above.
                            
                            See
      Above.
                            
                            See
      Above.
                            
                            See
      Above.Edmund
      Leung(2)
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            NilR.
      Shane Starnes(3)
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil
                            
                            Nil


Notes:


(1)
            Mr.
      Hsien Loong Wong was appointed as a director and Secretary of the Company
      on August 10, 2007, and the President, CEO, CFO and Treasurer of the
      Company on December 31, 2007.


(2)
            Mr.
      Edmund Leung was appointed as a director of the Company on October 12,
      2007, and resigned on June 19,
2009.


(3)
            Mr.
      R. Shane Starnes was appointed as a director of the Company on June 23,
      2009, and resigned on August 31,
2009.





Narrative
Disclosure to the Director Compensation Table





We do not
pay any compensation to our directors at this time.  However, we
reserve the right to compensate our directors in the future with cash, stock,
options, or some combination of the foregoing.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth information as of June 29, 2010 (the “Determination
Date”), with respect to the Company’s directors, Named Executive Officers, and
each person who is known by the Company to own beneficially, more than five
percent (5%) of the Company’s common stock, and with respect to shares owned
beneficially by all of the Company’s directors and executive officers as a
group.  Common stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire shares within 60 days is treated
as outstanding only when determining the amount and percentage of common stock
owned by such individual.  Except as noted, each person or entity has
sole voting and sole investment power with respect to the shares
shown.





As of the
Determination Date, there are 56,413,000 (post forward stock split) shares of
common stock issued and outstanding.





Name and Address of
                                                Beneficial Owner
                                              
                                              Position
                                              
                                              Amount and Nature of
                                                Beneficial Ownership
                                              
                                              
                                              Percent of
                                                Common Stock(1)Hsien Loong Wong
                                              
                                              President, CEO, CFO, Secretary, Treasurer and
      director
                                              
                                              14,500,000
                                                Direct
                                              
                                              
                                              
                                              25.7
                                              %Peter Chi Jen Chen
                                              
                                              shareholder
                                              
                                              5,350,000
                                              
                                              
                                              
                                              9.48
                                              %Rita Chou
                                              
                                              shareholder
                                              
                                              4,500,000
                                              
                                              
                                              
                                              7.97
                                              %Directors and Officers as a group (1
      person)
                                              
                                              
                                              
                                              14,500,000
                                              
                                              
                                              
                                              25.7
                                              %


Notes:


(1)
            Beneficial
      ownership of common stock has been determined for this purpose in
      accordance with Rule 13d-3 under the Exchange Act, under which a person is
      deemed to be the beneficial owner of securities if such person has or
      shares voting power or investment power with respect to such securities,
      has the right to acquire beneficial ownership within 60 days or acquires
      such securities with the purpose or effect of changing or influencing the
      control of the Company.




20




Securities
Authorized for Issuance Under Equity Compensation Plans





We do not
have any equity compensation plans.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Since the
beginning of our last fiscal year, neither of our directors, officers or
principal stockholders, nor any associate or affiliate of the foregoing, have
any material interest, direct or indirect, in any transaction, or in any
proposed transaction, in which our Company was or is to be a participant and in
which the amount 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.





Director
Independence





As of the
date of this annual report, our common stock is traded on the OTC Bulletin
Board (the “OTCBB”).  The OTCBB does not impose on us standards
relating to director independence or the makeup of committees with independent
directors, or provide definitions of independence.  However, under the
definition of “Independent Director” as set forth in the NYSE AMEX Company Guide
Section 8.03A, we currently have one of our two directors that would qualify as
independent directors under the definition in the AMEX Company
Guide.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table discloses the fees billed by our auditor in connection with the
audit of the Company’s annual financial statements for the years ended March 31,
2010, and 2009.




Financial Statements for
                          Year Ended March 31
                        
                        Audit Fees(1)
                        
                        
                        Audit Related
                          Fees(2)
                        
                        
                        Tax Fees(3)
                        
                        
                        All Other Fees(4)2010
                        
                        $
                        6,750
                        
                        
                        $
                        Nil
                        
                        
                        $
                        Nil
                        
                        
                        $
                        Nil2009
                        
                        $
                        5,750
                        
                        
                        $
                        Nil
                        
                        
                        $
                        Nil
                        
                        
                        $
                        Nil


Notes:


(1)
            The
      aggregate fees billed for the fiscal year for professional services
      rendered by the principal accountant for the audit of the Company’s annual
      financial statements and review of financial statements included in the
      Company’s Form 10-Qs or services that are normally provided by the
      accountant in connection with statutory and regulatory engagements for
      that fiscal year.


(2)
            The
      aggregate fees billed in the fiscal year for assurance and related
      services by the principal accountants that are reasonably related to the
      performance of the audit or review of the Company’s financial statements
      and are not reported in Note 1.


(3)
            The
      aggregate fees billed in the fiscal year for professional services
      rendered by the principal accountant for tax compliance, tax advice, and
      tax planning.


(4)
            The
      aggregate fees billed in the fiscal year for the products and services
      provided by the principal accountant, other than the services reported in
      Notes (1), (2) and (3).





Audit
Committee’s Pre-Approval Practice





Our Board
of Directors pre-approves all audit services to be performed by our independent
registered public auditor unless certain services to be provided meet certain de
minimis standards.




21




PART
IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENTS





Exhibits





Exhibit
      No.
            
            Description
      of Exhibit3.1(1)
            
            Articles
      of Incorporation, as amended.3.2(1)
            
            Bylaws,
      as amended.3.3(2)
            
            Articles
      of Merger filed with the Secretary of State of Nevada on September 7, 2007
      and which is effective September 20, 20073.4(2)
            
            Certificate
      of Change filed with the Secretary of State of Nevada on September 7, 2007
      and which is effective September 20, 2007.3.5(3)
            
            Articles
      of Merger filed with the Secretary of State of Nevada on May 21, 2008 and
      which was effective June 5, 200810.1(4)
            
            Farmout
      and Participation Agreement between Montello Resources (USA) Ltd., Park
      Place Energy Corp., Blackrock Petroleum Corp. and Austin Development
      Corp., having an effective date of February 26, 2008 and an execution date
      of March 10, 2008.10.2(5)
            
            Letter
      Agreement between Montello Resources (USA) Ltd., Park Place Energy Corp.,
      Blackrock Petroleum Corp. and Austin Development Corp., having an
      effective date of April 11, 2008.10.3(5)
            
            Farmout
      and Participation Agreement between Montello Resources (USA) Ltd., Park
      Place Energy Corp., Blackrock Petroleum Corp. and Austin Development
      Corp., having an effective date of April 11, 2008.10.4(6)
            
            Equalization
      and Joint Operating Agreement between the Company, Montello Resources
      (USA) Ltd., Park Place Energy Corp. and Austin Developments Corp., entered
      into on August 26, 2008.10.5(6)
            
            Amending
      Agreement to the Equalization and Joint Operating Agreement between the
      Company and Montello Resources (USA) Ltd., entered into on August 21,
      200810.6(7)
            
            Letter
      Agreement between Nexgen Petroleum Corp. and Montello Resources Ltd.,
      dated August 25, 2009.31.1
            
            Certificate
      pursuant to Rule 13a-14(a)31.2
            
            Certificate
      pursuant to Rule 13a-14(a)32.1
            
            Certificate
      pursuant to 18 U.S.C. Section 135032.2
            
            Certificate
      pursuant to 18 U.S.C. Section 1350


Notes:


(1)
            Previously
      filed on Form SB-2 with the SEC via EDGAR on September 19, 2006, and
      incorporated herein by reference.


(2)
            Previously
      filed on Form 8-Kwith the SEC via
      EDGAR on September 21, 2007, and incorporated herein by
      reference.


(3)
            Previously
      filed on Form 8-Kwith the SEC via
      EDGAR on June 9, 2008, and incorporated herein by
    reference.


(4)
            Previously
      filed on Form 8-Kwith the SEC via
      EDGAR on March 17, 2008, and incorporated herein by
    reference.


(5)
            Previously
      filed on Form 10-KSB with the SEC via EDGAR on July 14, 2008, and
      incorporated herein by reference.


(6)
            Previously
      filed on Form 10-Q with the SEC via EDGAR on November 14, 2008, and
      incorporated herein by reference.


(7)
            Previously
      filed on Form 8-K with the SEC via EDGAR on September 11, 2009, and
      incorporated herein by reference.




22




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 12th day of
July, 2010.





NEXGEN
      PETROLEUM CORP.
                (Registrant)By:
      /s/ Hsien Loong WongHsien
      Loong WongPresident,
      CEO, CFO, Secretary,
                Treasurer
      & Director





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 Company and in the
capacities and on the dates indicated:





Signature
              
              Title
              
              Date/s/
      Hsien Loong Wong
              
              President,
      CEO, CFO, Secretary,
              
              July
      12, 2010Hsien
      Loong Wong
              
              Treasurer
      & Director




23




EXHIBIT
INDEX





Exhibit
      #
                      
                      
                      
                      Page#31.1
                      
                      Certificate
      pursuant to Rule 13a-14(a).
                      
                      2531.2
                      
                      Certificate
      pursuant to Rule 13a-14(a).
                      
                      2732.1
                      
                      Certificate
      pursuant to 18 U.S.C. Section 1350.
                      
                      2932.2
                      
                      Certificate
      pursuant to 18 U.S.C. Section 1350.
                      
                      30




24