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 December 31, 2008

                                       Or

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

         For the transition period from _________ to _____________


                        Commission file number: 000-53451

                              BEDROCK ENERGY, INC.
                              --------------------

             (Exact name of registrant as specified in its charter)


            Colorado                              02-0511381
----------------------------------          ------------------------
 State or other jurisdiction of                 I.R.S. Employer
  incorporation or organization                 Identification No.

            8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

             Registrant's  telephone  number, including area code:

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class registered                    Name of each exchange
                                                    on which registered
----------------------------------                 -----------------------
 Not Applicable                                     Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                  ------------




<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

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

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. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  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. |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

------------------------------------------------------- ----------- ---- -------
Large accelerated filer [___]          Accelerated filer                  [___]
------------------------------------------------------- ----------- ---- -------
Non-accelerated filer   [___]          Smaller reporting company          [_X_]
------------------------------------------------------- ----------- ---- -------

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was $0 as of December 31, 2008, since the common stock of the Bedrock
Energy does not trade on any of the markets.

There were 3,495,524 shares  outstanding of the registrant's  Common Stock as of
March 26, 2009.


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                     <C>



                                TABLE OF CONTENTS

                                                   PART I

ITEM 1                  Business                                                                         1
ITEM 1 A.               Risk Factors                                                                     9
ITEM 1 B.               Unresolved Staff Comments                                                       17
ITEM 2                  Properties                                                                      17
ITEM 3                  Legal Proceedings                                                               17
ITEM 4                  Submission of Matters to a Vote of Security Holders                             17

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and
ITEM 6                  Selected Financial Data                                                         19
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                      22
ITEM 8                  Financial Statements and Supplementary Data                                     22
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and Financial
ITEM 9 A.               Controls and Procedures                                                         23
ITEM 9 A(T).            Controls and Procedures                                                         23
ITEM 9B                 Other Information                                                               24

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                         24
ITEM 11                 Executive Compensation                                                          27
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence
ITEM 14                 Principal Accounting Fees and Services                                          33

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                         34
SIGNATURES                                                                                              35

</TABLE>


<PAGE>





                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements  relating to Bedrock  Energy,  Inc.  ("Bedrock")  plans,
strategies,  objectives,  expectations,  intentions  and adequacy of  resources.
These forward-looking statements involve known and unknown risks, uncertainties,
and other  factors  that may cause  Bedrock's  actual  results,  performance  or
achievements to be materially different from any future results,  performance or
achievements  expressed  or implied  by the  forward-looking  statements.  These
factors include, among others, the following:  ability of Bedrock's to implement
its business strategy; ability to obtain additional financing; Bedrock's limited
operating  history;  unknown  liabilities  associated with future  acquisitions;
ability to manage growth; significant competition; ability to attract and retain
talented  employees;  and  future  government  regulations;  and  other  factors
described in this  registration  statement or in other of Bedrock's filings with
the  Securities  and Exchange  Commission.  Bedrock is under no  obligation,  to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

For further information about these and other risks,  uncertainties and factors,
please  review  the  disclosure  included  in this  report  under  Item 1A "Risk
Factors."



                                     PART I

ITEM 1.  BUSINESS


General

The  following  is a  summary  of  some  of the  information  contained  in this
document. Unless the context requires otherwise,  references in this document to
"We," Us," or the "Company" are to Bedrock Energy, Inc.

Description of Business

History of Bedrock Energy, Inc.

CellTouch, Inc., now known as Bedrock Energy, Inc., was incorporated in Colorado
on August 11, 2004 and changed its name to Bedrock  Energy,  Inc. on October 18,
2007.  Enviromart.com,  Inc. was incorporated in New Hampshire in March 1999. On
September 21, 2004, CellTouch,  Inc. and Enviromart.com,  Inc. were merged under
the laws of the State of  Colorado  and  CellTouch,  Inc.  became the  surviving
entity.  We have been in the development  stage since our inception.  Activities
through  December  31,  2008  include  the  raising  of equity  capital  and the
formation of a business plan to merge with or acquire and develop  assets from a
company in the oil and gas industry.

Company Overview

We had been inactive prior to 2008. We have no recent  operating  history and no
representation  is made, nor is any intended,  that we will able to carry on our
activities  profitably.  The  viability  of  the  proposed  business  effort  is
dependent upon sufficient funds being realized from offerings, of which there is
no assurance.  Edward Nichols,  President, Chief Executive Officer and director,
has prior experience in the acquisition, evaluation, exploration and development
of oil and gas  properties.  Edward  Nichols,  Herbert Sears and Ronald Blekicki
devote part-time efforts to our affairs.

                                       1
<PAGE>


Bedrock  is an oil  and gas  exploration  and  development  company  focused  on
creating a  portfolio  of North  American  assets,  located in the  Central  and
Western  United  States that exhibit  consistent,  predictable,  and  long-lived
production  capabilities.  We plan to build value  through the  acquisition  and
development of gas and oil assets that contain proven reserves in domestic areas
where reserves can be economically produced at a low risk to the Company relying
on joint  venture  partners  to supply  most of the funds  needed to  explore or
develop these properties.

Our  main  emphasis  will  be  to  acquire   production  or  revenue  generating
opportunities  either by lease purchase or farmout,  when available,  with third
parties  and  industry   partners.   We  plan  to  engage  in  the  exploration,
acquisition,  development,  production,  and sale of natural  gas and crude oil,
although the Company  expects to generate  most of its initial  revenue from the
production and sale of natural gas.

We have no revenues  at this time and  anticipate  that we will need  additional
capital to support the  execution  of our  business  plan.  Decisions  regarding
future  participation in acquisitions or other business  development  activities
will be made on a case-by-case basis.

Our overall growth strategy is to continue building value in our Company through
the development  and acquisition of gas and oil assets that exhibit  consistent,
predictable, and long-lived production.

On February  12, 2009,  we acquired a 100% net revenue  interest in 240 acres in
Morgan County Colorado which is located  approximately forty five miles north of
Denver,  Colorado  and lies in what is called the  Denver,  Julesberg  Basin (DJ
Basin).  The DJ  Basin  is the  predominant  geological  structure  in  Northern
Colorado.  The shallow "J" and "D" sand formations of the DJ Basin constitutes a
common  source of oil and gas. The acreage in Morgan  County has forty (40) acre
drilling and spacing  units for the  production  of oil and gas from the "D" and
"J" sand formations.

The acreage  contained within these leases have a 10-year "primary term" (2018),
but  may be  extended  if  drilling  operations  are in  progress,  or if  other
conditions  are met.  The term of a lease  can  continue  as long as the  lessee
produces oil and gas in paying quantities during the term of the lease.

The Morgan County acreage lies a short distance from the western  portion of the
prolific  Niobrara  Beecher Island  natural gas trend and deeper  Lansing-Kansas
City oil production.  Nearby fields include the Frenchman Creek prospect area in
Phillips County,  Colorado  containing  multiple Niobrara structures which could
yield up to 20 billion cubic feet gross of natural gas resource  potential,  the
DeNova  Field,  which has produced  greater than 30 billion  cubic feet (Bcf) of
natural gas to date, and the Republican and Mildred Fields,  which have produced
greater than 62 Bcf of natural gas.

We plan on acquiring properties that contain proven gas reserves,  some of which
are adjacent to interstate  pipeline systems which provide ready access to sales
markets for the gas produced.
 We  believe  our path to  success  will be built  around a three  phase  growth
strategy as described below:

Phase One of our business plan calls for investing in various lease holdings and
properties  with no current  production.  This  program is  consistent  with our
principal  strategy  which is to acquire and  farm-out  small land  positions in
major oil and natural gas basins while retaining  negotiated  carried interests.
Surface geology will be reviewed along with seismic data, when available,  which
will aid in subsurface  structural  interpretation  and lead  generation for new
acquisition opportunities in areas of interest.

                                       2
<PAGE>





Phase Two of our business  plan calls for  purchasing  interests  in  properties
which  contain  proven  reserves.  This growth  strategy is  partially  based on
participation,  as it intends to team up with outside  strategic  partners,  and
investors who will assume part or all of the costs  associated with the drilling
of additional  wells in exchange for part of the revenues derived from the wells
they  finance.  We expect that  implementation  of this strategy will reduce the
financial risk to us while retaining an overriding net royalty  interest in each
successful well drilled.

Phase Three of our business plan calls for originating,  developing and managing
balanced,   low-risk,   highly-focused  developmental  drilling  programs,  with
accredited  investors and qualified  partners,  in areas with low drilling costs
and high success rates.  This stage further  balances our approach to profitable
energy  asset  development  through  low  risk,  highly  focused,  predominantly
"development" drilling projects.

This business  development  plan is expected to be executed in multiple  phases.
The pace of the  development  will  obviously  depend on the  availability  of a
viable financing program, lender restrictions,  general economic conditions, and
potential other factors relevant to this type of program.

The Market

Natural Gas Supply and Demand:

Natural gas drillers  across the United States are idling rigs setting the stage
for  supplies to drop faster than demand.  Approximately  45% of the rigs in the
United  States  have  been shut  down  since  September  2008.  The U.S.  Energy
Department  expects that production will fall 5.2%, faster than the 1.9% decline
in use.

Bedrock  management  believes that there are strong indications that the oil and
gas  market has  bottomed  out and as it has  reflected  stronger  market  since
January  2009.  Bedrock  believes  that  the  fall in gas  prices,  as well  as,
decreases in the costs of acreage and drilling  provides the Company with a rare
opportunity to position the Company for the future.

The National  Petroleum  council  estimates  the U.S.  demand for natural gas to
increase from 22 trillion cubic feet (TCF) in 1998 to over 31 TCF by 2015.  This
nearly 50% increase in demand for natural gas, coupled with constrained supplies
from conventional  sources and storage  facilities,  suggests an urgent need for
new gas sources.  Although  conventional  gas sources such as high  permeability
sandstones  supply  about 60% of the U.S.  demand (13 TCF in 1998),  projections
indicate  a flat to  declining  supply  through  year  2015.  The  shortfall  in
conventional  gas  supply  is  expected  to  be  taken  up  by  production  from
un-conventional sources such as tight gas sandstones/shales, associated gas, and
Coal Bed Methane  (CBM).  CBM shows great  promise as a future source of natural
gas, with the US Geological  Survey estimating some 700 TCF contained in 6 major
CBM basins in the continental US. This constitutes an enormous  reserve,  almost
the entire US demand for the next 25 years.  We plan to acquire  leases that lie
within one or more of these sub-basins. We believe the current supply and demand
fundamentals will lead to a strengthening in prices. Consequently,  we intend to
continually seek out potential producing properties in these regions of the U.S.

                                       3
<PAGE>




CBM Production: CBM production is similar to conventional natural gas production
in  terms  of the  physical  production  facilities  and the  product  produced.
However, surface mechanics and some production  characteristics of CBM wells are
quite different from traditional  natural gas production  wells.  Methane gas is
created as part of the  coalification  process.  Coals vary in their methane gas
content  which is defined by the  industry as cubic feet of gas per ton of coal.
Conventional  natural  gas  wells  assume  a  porous  and  permeable  reservoir,
hydrocarbon  migration and a natural structural or stratigraphic  trap. However,
CBM is  trapped  in the  molecular  structure  of the  coal  itself  until it is
released by pressure changes, resulting from water removal from the coal-bed.

Water completely  permeates  coal-beds and the natural fracture system or cleats
as they  are  normally  referred.  In good  production  areas,  the  cleats  are
pervasive  throughout the coal-beds.  CBM gas,  principally methane, is adsorbed
onto the grain surfaces of the coal. To produce CBM, the water must be drawn off
first,  lowering  the pressure so that the methane gas will desorb from the coal
thus allowing gas to flow from the coal into the  de-watered  cleats that act as
high permeable  conduits to the well bore, where gas can be produced at the well
head. These cleats are assumed to have been formed during the  coalification and
uplifting processes. If cleat permeability is adequately developed, it may allow
commercial quantities of methane gas to be produced from the well. The qualities
of productive CBM wells include coal quality, the content of natural gas per ton
of coal,  thickness of the coal-beds,  reservoir pressure,  existence of natural
fractures, and overall permeability of the coal-bed.

CBM  production  also differs from  conventional  gas  production  that normally
starts at its  highest  production  rate and then  declines  with time.  Because
coal-beds have water residing within the cleats, the water needs to be withdrawn
in order to promote production of the adsorbed gases. Thus, for the case of CBM,
initial water  production is high and diminishes  with time. CBM gas production,
however,  starts at a relatively low rate, reaching a peak some months later and
then begins to decline.

CBM production is attractive due to several geological factors:  Coal stores six
or seven times as much gas as a conventional natural gas reservoir of equal rock
volume due to the large internal  surface area of coal;  significant  amounts of
coal are  accessible  at shallow  depths,  making well  drilling and  completion
relatively  inexpensive;  exploration costs are also low since methane occurs in
coal  deposits,  and the location of the Nation's coal resources is well defined
as indicated in the prominent Western Natural gas fields map shown to the right.

Estimates of the in-place gas resources of the principal  coal-bearing basins of
the United  States  exceed 700  trillion  cubic feet.  Economically  recoverable
resources of coal bed gas are probably less than 100 Tcf. This represents  about
a five-year supply at current U.S. consumption rates.

Global Oil Supply and Demand:  World demand for oil has fluctuated wildly in the
past year.

While  there was much growth in demand - about 40 percent  from Asia,  into 2008
due  mainly to rapidly  growing  economies  in China and India  there has been a
dramatic  decline in oil demand due to the worldwide  recession.  In 2004, China
passed Japan as the world's  second-largest  consumer of oil. It used an average
of 6.63 million barrels of oil every day - about twice what it produces. Its oil
imports  doubled  between 1999 and 2004.  China's  demand for oil is expected to
continue to increase each year albeit much more slowly in the recession. If that
happens, China will surpass the United States as the world's largest consumer of
oil by 2015. Similarly,  India's oil needs are expected to grow by four to seven
percent a year.

                                       4

<PAGE>




Up to this  point,  the  world's oil  producers  have been able to meet  demand.
However,  should demand increase  substantially,  or production decrease for any
reason,  there  could be a  significant  spike in the price of oil and  possible
shortages.  The London-based Oil Depletion  Analysis Centre recently  released a
study that predicted tight oil supplies through the rest of this decade, even if
all of the new major oil recovery projects  scheduled to come on stream over the
next six years meet their targets.  The only way to avoid it, the study said, is
for demand to drop sharply, which it did in the last half of 2008.

Increasing Supply:  There are two ways to increase oil supply:  getting more oil
out of existing  wells and finding new sources.  Extraction  from existing wells
has been getting  steadily more  efficient;  according to The Economist,  "A few
decades ago, the average oil recovery rate from  reservoirs  was 20%;  thanks to
remarkable  advances  in  technology,  this has risen to about 35%," with future
increases  expected.  Methods  for  recovering  oil from shale are  notable  for
continuing to improve. Furthermore new sources, including the continental shelf,
continue to be opened for exploration.

Areas of Interest and Property:  We will  consider the  following  criteria when
evaluating whether to acquire an oil and gas prospect:

1)            Proximity to existing production;
2)            Target zone is less than 4,000 feet in depth;
3)            Location in a known producing region;
4)            Whether there is well control data from nearby drill sites;
5)            Favorable geologic evaluations by local geologists of production
              potential;
6)            Reasonable cost of acquisition;
7)            Term of lease and drilling commitment, if any; and
8)            Reasonable drilling cost estimates.

Upon selecting a lease for purchase,  a geochemical  survey of the property will
be initiated.

COMPETITION, MARKETS, REGULATION AND TAXATION

Competition:  There are a large number of companies and  individuals  engaged in
the  exploration  for  minerals  and oil and gas;  accordingly,  there is a high
degree of  competition  for  desirable  properties.  Many of the  companies  and
individuals  so engaged  have  substantially  greater  technical  and  financial
resources than us.

Most of the domestic  natural gas reserves are concentrated in larger U.S. based
companies.  In 2005, the top twenty  operators  (Class 1-10 and 11-20) had sixty
percent of the proven reserves of natural gas. The next two size classes contain
80 and 400 companies  and account for 24 and 10 percent of the U.S.  natural gas
proved reserves, respectively. The top 20 operators had a 23 percent increase in
their  reserves from 200 to 2005.  The rest of the operators had a three percent
increase in their  reserves  during the same  period.  There were 859 active gas
producing  fields  in  2005  and  approximately  15,000  domestics  oil  and gas
operators.

Markets: The availability of a ready market for oil and gas discovered,  if any,
will  depend on  numerous  factors  beyond  the  control  of us,  including  the
proximity  and  capacity  of  refineries,  pipelines,  and the  effect  of state
regulation  of  production  and of  federal  regulations  of  products  sold  in
interstate  commerce,  and recent  intrastate sales. The market price of oil and
gas are  volatile  and beyond our  control.  The market for  natural gas is also
unsettled,  and gas prices have  increased  dramatically  in the past four years
with substantial fluctuation, seasonally and annually.

Since July 2008,  oil prices  have  dropped  from $147 to the high $30's and gas
drop from $13 per,  MCF to $3 per MCF. With gas  production  falling  at a much
faster rate than usage, the stage is set for a significant price increase in the
near future.

                                       5
<PAGE>





There  generally are only a limited  number of gas  transmission  companies with
existing  pipelines  in the  vicinity of a gas well or wells.  In the event that
producing gas properties are not subject to purchase  contracts or that any such
contracts terminate and other parties do not purchase our gas production,  there
is no assurance  that we will be able to enter into purchase  contracts with any
transmission  companies or other  purchasers  of natural gas and there can be no
assurance  regarding the price which such purchasers would be willing to pay for
such gas.  There  presently  exists an oversupply of gas in the certain areas of
the  marketplace due to pipeline  capacity,  the extent and duration of which is
not known.  Such oversupply may result in restrictions of purchases by principal
gas pipeline purchasers.

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

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

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

                                       6
<PAGE>




Compliance with Environmental  Laws and Regulations:  Our operations are subject
to local, state and federal laws and regulations governing environmental quality
and pollution control.  To date our compliance with these regulations has had no
material effect on our operations,  capital,  earnings, or competitive position,
and the cost of such  compliance has not been material.  We are unable to assess
or predict at this time what effect additional  regulations or legislation could
have on our activities.

Effect of Changing Industry  Conditions on Drilling Activity:  Lower oil and gas
prices have caused a decline in drilling activity in the U.S. from time to time.
However, such reduced activity has also resulted in a decline in drilling costs,
lease  acquisition  costs and equipment  costs,  and an improvement in the terms
under which drilling prospects are generally  available.  We cannot predict what
oil and gas prices will be in the future and what effect  those  prices may have
on  drilling  activities  in general,  or on its  ability to  generate  economic
drilling prospects and to raise the necessary funds with which to drill them.

Regulation  and Pricing of Natural  Gas:  Our  operations  may be subject to the
jurisdiction of the Federal Energy Regulatory  Commission (FERC) with respect to
the sale of natural gas for resale in interstate and intrastate commerce.  State
regulatory  agencies  may  exercise or attempt to exercise  similar  powers with
respect to intrastate  sales of gas.  Because of its complexity and broad scope,
the  price  impact  of  future  legislation  on the  operation  of us  cannot be
determined at this time.

Crude Oil and Natural Gas Liquids Price and Allocation  Regulation:  Pursuant to
Executive Order Number 12287,  issued January 28, 1981,  President Reagan lifted
all  existing   federal  price  and  allocation   controls  over  the  sale  and
distribution of crude oil and natural gas liquids.  Executive Order Number 12287
was made effective as of January 28, 1981, and consequently,  sales of crude oil
and natural gas liquids after January 27, 1981 are free from federal regulation.
The  price  for  such  sales  and the  supplier-purchaser  relationship  will be
determined by private contract and prevailing market conditions.  As a result of
this  action,  oil which may be sold by us will be sold at  deregulated  or free
market   prices.   At  various   times,   certain   groups  have  advocated  the
reestablishment of regulations and control on the sale of domestic oil and gas.

State  Regulations:  Our  production  of oil and gas, if any, will be subject to
regulation by state regulatory authorities in the states in which we may produce
oil and gas. In general,  these regulatory authorities are empowered to make and
enforce  regulations to prevent waste of oil and gas and to protect  correlative
rights and  opportunities  to produce oil and gas as between  owners of a common
reservoir.  Some regulatory  authorities may also regulate the amount of oil and
gas produced by assigning allowable rates of production.

Proposed  Legislation:  A number of legislative proposals have been and probably
will continue to be introduced  in Congress and in the  legislatures  of various
states, which, if enacted,  would significantly affect the petroleum industries.
Such proposals and executive actions involve, among other things, the imposition
of land use controls such as prohibiting  drilling activities on certain federal
and state lands in roadless  wilderness  areas. At present,  it is impossible to
predict  what  proposals,  if any,  will  actually be enacted by Congress or the
various state  legislatures  and what effect,  if any, such proposals will have.
However,  President  Clinton's  establishment of numerous National  Monuments by
executive  order has had the effect of precluding  drilling across vast areas of
the Rocky Mountain West.

Environmental  Laws: Oil and gas exploration  and  development are  specifically
subject  to  existing   federal  and  state  laws  and   regulations   governing
environmental  quality and  pollution  control.  Such laws and  regulations  may
substantially increase the costs of exploring for, developing,  or producing oil
and gas and may prevent or delay the  commencement  or  continuation  of a given
operation.

                                       7
<PAGE>





All of our  operations  involving the  exploration  for or the production of any
minerals are subject to existing laws and  regulations  relating to  exploration
procedures,  safety  precautions,   employee  health  and  safety,  air  quality
standards,  pollution of stream and fresh water sources,  odor, noise, dust, and
other  environmental  protection  controls  adopted by federal,  state and local
governmental  authorities as well as the right of adjoining  property owners. We
may be required to prepare  and present to federal,  state or local  authorities
data  pertaining  to the effect or impact that any proposed  exploration  for or
production of minerals may have upon the environment.  All requirements  imposed
by  any  such  authorities  may  be  costly,  time  consuming,   and  may  delay
commencement or continuation of exploration or production operations.

It may be anticipated that future legislation will  significantly  emphasize the
protection of the environment, and that, as a consequence, our activities may be
more closely  regulated to further the cause of environmental  protection.  Such
legislation,  as well as future  interpretation  of existing  laws,  may require
substantial  increases  in  equipment  and  operating  costs  to us and  delays,
interruptions, or a termination of operations, the extent to which cannot now be
predicted.

Recent Transactions:

We recently acquired 240 acres in Morgan County,  Colorado, in a BLM auction. It
is a 100% NRI.

External  Growth  Strategy:  Oil and gas  production  companies  are  subject to
international  competition,  particularly as businesses in this industry becomes
more global in nature.

As a result  of these  and  other  factors  affecting  industry  today,  such as
deregulation,  capital market  intervention,  and new  developments  in recovery
technologies,  small businesses and large corporations are being forced to adapt
quickly to such transformations in order to thrive or even merely survive.

Many private  company  managers have  concluded that it is timely and prudent to
look at being acquired by a properly  capitalized  strategic partner in order to
remain  competitive  in this type of economic  environment.  This new  strategic
alliance  could  come  from  a  publicly  traded  company  or a  privately  held
competitor with greater access to equity or debt capital,  or one that possesses
enhanced  advertising  and marketing  capabilities,  and has capital  intensive,
expansive product engineering, and sales and support capabilities.

For these and other reasons, there has been significant energy involving mergers
and  acquisitions  in the oil and gas  industries  at present.  Many large firms
involved in this industry have  established  corporate  growth  strategies  that
consistently include acquisitions. These experienced buyers search for companies
that fit  their  well-defined  acquisition  criteria,  often  attempting  to buy
companies that are not actively for sale, seeking to generate exponential growth
through the purchase of complimentary businesses.

Production  companies are obvious  targets of interest  partly because they have
established  revenue streams and are compatible with our core revenue generating
business  model.  Service  related  businesses,  such as  drillers,  are also of
interest  because  they will allow us to control our  recompletion  and drilling
schedules on our leased  acreage.  Therefore,  during the coming  months,  in an
effort to broaden our revenue generating  capabilities,  we plan to aggressively
explore and pursue these types of strategic acquisition opportunities.

                                       8
<PAGE>




Title to Properties.

We are record owner of the BLM leasehold interest in Morgan County, Colorado.

Our prospects  are subject to royalty,  overriding  royalty and other  interests
customary in the industry, liens incident to agreements, current taxes and other
burdens,  minor  encumbrances,  easements and restrictions.  Although we are not
aware of any material title defects or disputes with respect to its  undeveloped
acreage,  to the extent such  defects or disputes  exist,  we would suffer title
failures.

Backlog of Orders:  We currently have no orders for sales at this time.

Government Contracts:  We have no government contracts.

Company Sponsored Research and Development:  We are not conducting any research.

Number of Persons Employed: As of March 17, 2009, we had no full-time employees.
Officers and Directors work on an as needed  part-time  basis up to 20 hours per
week.


ITEM 1A.  RISK FACTORS

                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements  relating to Bedrock's  plans,  strategies,  objectives,
expectations,  intentions  and  adequacy  of  resources.  These  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause  Bedrock's  actual  results,  performance or  achievements  to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the forward-looking  statements.  These factors include,
among  others,  the  following:  ability of Bedrock to  implement  its  business
strategy;  ability to obtain additional  financing;  Bedrock's limited operating
history;  unknown liabilities  associated with future  acquisitions;  ability to
manage growth;  significant competition;  ability to attract and retain talented
employees;  and future  government  regulations;  and other factors described in
this  Annual  Report  on Form  10-K or in  other  of  Bedrock  filings  with the
Securities and Exchange Commission.  Bedrock is under no obligation, to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

                                  Risk Factors

                          GENERAL BUSINESS RISK FACTORS

Our business is a development stage company and unproven and therefore risky.

We have only very  recently  adopted the business plan  described  herein-above.
Potential   investors  should  be  made  aware  of  the  risk  and  difficulties
encountered  by a new enterprise in the energy  business,  especially in view of
the intense competition from existing businesses in the industry.

                                       9
<PAGE>





We have a lack of revenue history and investors cannot view our past performance
since we are a start-up company.

We were  formed on March 17,  1999 for the  purpose  of  engaging  in any lawful
business and have adopted a plan to engage the acquisition,  exploration, and if
warranted,  development of natural resource properties.  We have had no revenues
in the last  five  years.  We are not  profitable  and the  business  effort  is
considered to be in an early development  stage. We must be regarded as a new or
development venture with all of the unforeseen costs, expenses,  problems, risks
and difficulties to which such ventures are subject.

We can give no assurance of success or profitability to our investors.

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance that we will generate revenues or profits, or that the market price of
our common stock will be increased thereby.

We may have a shortage of working  capital in the future which could  jeopardize
our ability to carry out our business plan.

Our  capital  needs  consist   primarily  of  expenses   related  to  geological
evaluation,  general and administrative and potential exploration  participation
and  could  exceed  $250,000  in the next  twelve  months.  Such  funds  are not
currently  committed,  and we have cash as of the date of this Annual  Report on
Form 10-K of approximately $10,000.

We have no operating history and no revenues and it may be unlikely that we will
raise that additional working capital from an offering of our equity securities.

Our  officers and  directors  may have  conflicts  of interest  which may not be
resolved favorably to us.

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is  consistent  with  fiduciary  duties to us. See  "Directors  and Executive
Officers"  (page 24), and  "Conflicts  of Interest"  (page 26). Our officers are
spending part-time in this business - up to 20 hours per week.

We will need additional financing for which we have no commitments, and this may
jeopardize execution of our business plan.

We have  limited  funds,  and such funds may not be  adequate  to  carryout  the
business  plan in the energy  business.  Our ultimate  success  depends upon our
ability to raise additional  capital. We have not investigated the availability,
source,  or terms that might govern the  acquisition  of additional  capital and
will not do so until it determines a need for additional  financing.  If we need
additional  capital,  we have no assurance that funds will be available from any
source or, if available, that they can be obtained on terms acceptable to us. If
not available, our operations will be limited to those that can be financed with
our modest capital.

                                       10
<PAGE>





We may in the future  issue more  shares  which could cause a loss of control by
our present management and current stockholders.

We may issue further shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  common stock that would,  upon  issuance,
represent a majority of the voting power and equity of our  Company.  The result
of such an issuance would be those new stockholders and management would control
our Company, and persons unknown could replace our management at this time. Such
an occurrence  would result in a greatly reduced  percentage of ownership of our
Company by our current  shareholders,  which could present  significant risks to
investors.

We have a minimal operating history,  so investors have no way to gauge our long
term performance.

We were formed on March 17, 1999,  and only recently  adopted a business plan in
the  energy  industry.  As  evidenced  by the  financial  reports we have had no
revenue.  We must be regarded as a new or  development  venture  with all of the
unforeseen costs,  expenses,  problems,  and difficulties to which such ventures
are subject. Our venture must be considered highly speculative.

We are not diversified and we will be dependent on only one business.

Because of the limited financial  resources that we have, it is unlikely that we
will be able to diversify our  operations.  Our probable  inability to diversify
our activities into more than one area will subject us to economic  fluctuations
within the energy industry and therefore  increase the risks associated with our
operations due to lack of diversification.

We will  depend  upon  management  but we will  have  limited  participation  of
management.

We currently have three individuals who are serving as our officers for up to 20
hours per week each on a part-time basis. Two of our directors,  Messrs. Nichols
and Sears,  are also acting as our officers.  We will be heavily  dependent upon
their skills,  talents, and abilities,  as well as several consultants to us, to
implement our business plan, and may, from time to time, find that the inability
of the officers,  directors and consultants to devote their full-time  attention
to our business results in a delay in progress toward  implementing our business
plan. Once we receive the proceeds from this offering,  other consultants may be
employed  on a  part-time  basis  under a  contract  to be  determined.  Because
investors will not be able to manage our business, they should critically assess
all of the information concerning our officers and directors.

Our  officers  and  directors  are not  employed  full-time by us which could be
detrimental to the business.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of  businesses.  Thus,  our officers and directors may have
potential  conflicts  including their time and efforts involved in participation
with other  business  entities.  Each  officer and  director of our  business is
engaged in business  activities outside of our business,  and the amount of time
they devote as Officers and Directors to our business will be up to 20 hours per
week. As such time as the Company is financially capable of paying salaries,  it
is  anticipated  that  management  will assume full time roles in the  Company's
operations.

We do not know of any reason other than outside  business  interests  that would
prevent  them from  devoting  full-time  to our  Company,  when the business may
demand such full-time participation.

                                       11
<PAGE>





Our  officers  and  directors  may have  conflicts  of interests as to corporate
opportunities which we may not be able or allowed to participate in.

Presently  there is no requirement  contained in our Articles of  Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors of our business to
disclose  to us  business  opportunities  which  come to  their  attention.  Our
officers and directors do,  however,  have a fiduciary  duty of loyalty to us to
disclose to us any  business  opportunities  which come to their  attention,  in
their  capacity as an officer and/or  director or otherwise.  Excluded from this
duty  would  be  opportunities   which  the  person  learns  about  through  his
involvement as an officer and director of another company.  We have no intention
of merging with or acquiring any business  opportunity or mineral  interest from
any affiliate or officer or director. (See "Conflicts of Interest" at page 26)


              RISK FACTORS RELATING TO OUR COMPANY AND OUR BUSINESS

Any person or entity  contemplating  an  investment  in the  securities  offered
hereby  should be aware of the high  risks  involved  and the  hazards  inherent
therein. Specifically, the investor should consider, among others, the following
risks:

Our business, the oil and gas business, has numerous risks which could render us
unsuccessful.

The  search for new oil and gas  reserves  frequently  results  in  unprofitable
efforts,  not only from dry holes, but also from wells which, though productive,
will not produce oil or gas in  sufficient  quantities to return a profit on the
costs  incurred.  There is no  assurance we will find or produce oil or gas from
any of the undeveloped  acreage farmed out to us or which may be acquired by us,
nor are there any  assurances  that if we ever obtain any  production it will be
profitable.

We have  substantial  competitors who have an advantage over us in resources and
management.

We are and will continue to be an  insignificant  participant in the oil and gas
business.   Most  of  our  competitors  have  significantly   greater  financial
resources,   technical  expertise  and  managerial  capabilities  than  us  and,
consequently,  we will  be at a  competitive  disadvantage  in  identifying  and
developing  or  exploring  suitable  prospects.   Competitor's  resources  could
overwhelm  our  restricted  efforts to acquire and explore oil and gas prospects
and cause failure of our business plan.

We will be subject to all of the market forces in the energy  business,  many of
which could pose a significant risk to our operations.

The marketing of natural gas and oil which may be produced by our prospects will
be affected by a number of factors beyond our control. These factors include the
extent  of  the  supply  of  oil or gas  in  the  market,  the  availability  of
competitive fuels, crude oil imports, the world-wide political situation,  price
regulation,  and other factors.  Recently, there have been dramatic fluctuations
in oil prices.  Any  significant  decrease  in the market  prices of oil and gas
could materially affect our profitability of oil and gas activities.

There  generally are only a limited  number of gas  transmission  companies with
existing  pipelines  in the  vicinity of a gas well or wells.  In the event that
producing gas properties are not subject to purchase  contracts or that any such
contracts terminate and other parties do not purchase our gas production,  there
is  assurance  that we will be able to enter into  purchase  contracts  with any
transmission  companies or other  purchasers  of natural gas and there can be no
assurance  regarding the price which such purchasers would be willing to pay for
such gas. There may, on occasion,  be an oversupply of gas in the marketplace or
in  pipelines,  the  extent  and  duration  may affect  prices  adversely.  Such
oversupply may result in reductions of purchases and prices paid to producers by
principal gas pipeline purchasers. (See "Our Business and Competition,  Markets,
Regulation and Taxation.")

                                       12
<PAGE>





Our business is subject to significant weather interruptions.

Our  activities  may  be  subject  to  periodic  interruptions  due  to  weather
conditions.  Weather-imposed  restrictions  during  certain times of the year on
roads accessing  properties  could adversely  affect our ability to benefit from
production on such  properties or could increase the costs of drilling new wells
because of delays.

We will have significant  additional  financing  requirements to fund our future
activities.

If we find oil and gas reserves to exist on a prospect we will need  substantial
additional  financing to fund the necessary  exploration and  development  work.
Furthermore,  if the  results  of that  exploration  and  development  work  are
successful, we will need substantial additional funds for continued development.
We will not have  sufficient  proceeds  from this  offering to conduct such work
and,  therefore,  we will need to obtain the necessary funds either through debt
or equity financing,  some form of cost-sharing  arrangement with others, or the
sale of all or part  of the  property.  There  is no  assurance  that we will be
successful in obtaining any financing.  These various financing alternatives may
dilute the  interest  of our  shareholders  and/or  reduce our  interest  in the
properties.

We will have working capital needs for which we have no funding commitments.

Our  working  capital  needs  of  consist  primarily  of:  lease   acquisitions,
geological data acquisition and interpretation, title examination activities and
administration  and are  estimated  to total over  $250,000  in the next  twelve
months,  none of which funds are committed.  We have only minimal cash as of the
date of this Annual Report on Form 10-K.

We are subject to significant operating hazards and uninsured risk in the energy
industry.

Our  proposed  operations  will be subject to all of the  operating  hazards and
risks  normally  incident to exploring,  drilling for and producing oil and gas,
such as encountering unusual or unexpected  formations and pressures,  blowouts,
environmental  pollution and personal injury. We will maintain general liability
insurance but we have not obtained insurance against such things as blowouts and
pollution  risks  because  of the  prohibitive  expense.  Should we  sustain  an
uninsured loss or liability,  or a loss in excess of policy limits,  our ability
to operate may be materially adversely affected.

We are  subject  to Federal  Income Tax laws and  changes  therein  which  could
adversely impact us.

Federal  income  tax  laws  are of  particular  significance  to the oil and gas
industry in which we intend to engage.  Legislation has eroded various  benefits
of oil and gas producers and subsequent  legislation  could continue this trend.
Congress is  continually  considering  proposals  with respect to Federal income
taxation which could have a material adverse effect on our future operations and
on our ability to obtain  risk  capital  which our  industry  has  traditionally
attracted from taxpayers in high tax brackets.

We are subject to substantial government regulation in the energy industry which
could adversely impact us.

The  production  and sale of oil and gas are subject to  regulation by state and
federal authorities, the spacing of wells and the prevention of waste. There are
both  federal  and  state  laws  regarding   environmental  controls  which  may
necessitate   significant   capital  outlays,   resulting  in  extended  delays,
materially  affect our earnings  potential and cause material  changes in the in
our proposed business. We cannot predict what legislation, if any, may be passed
by  Congress  or  state  legislatures  in the  future,  or the  effect  of  such
legislation,  if any, on us. Such  regulations may have a significant  affect on
our operating results.

                                       13
<PAGE>





We believe  investors  should consider  certain negative aspects of our proposed
operations.

Dry  Holes:   We  may  expend   substantial   funds  acquiring  and  potentially
participating  in  exploring  properties  which  we  later  determine  not to be
productive. All funds so expended will be a total loss to us.

Technical  Assistance:  We will find it necessary to employ technical assistance
in the operation of our business. As of the date of this Prospectus, we have not
contracted  for any  technical  assistance.  When we need it such  assistance is
likely to be available at compensation levels we would be able to pay.

Uncertainty  of Title:  We will attempt to acquire leases or interests in leases
by option,  lease, farmout or by purchase.  The validity of title to oil and gas
property depends upon numerous  circumstances and factual matters (many of which
are not  discoverable  of record or by other  readily  available  means)  and is
subject to many uncertainties of existing law and our application.  We intend to
obtain an oil and gas attorney's  opinion of valid title before any  significant
expenditure upon a lease.

Government Regulations:  The area of exploration of natural resources has become
significantly  regulated by state and federal  governmental  agencies,  and such
regulation  could  have an adverse  effect on our  operations.  Compliance  with
statutes and regulations  governing the oil and gas industry could significantly
increase the capital expenditures necessary to develop our prospects.

Nature of our  Business:  Our  business  is  highly  speculative,  involves  the
commitment  of  high-risk  capital,  and exposes us to  potentially  substantial
losses. In addition,  we will be in direct competition with other  organizations
which are significantly better financed and staffed than we are.

General Economic and Other  Conditions:  Our business may be adversely  affected
from time to time by such matters as changes in general economic, industrial and
international conditions; changes in taxes; oil and gas prices and costs; excess
supplies and other factors of a general nature.

We will experience substantial competition for supplies in the energy industry.

We will be required to compete with a large number of entities which are larger,
have  greater  resources  and more  extensive  operating  histories  than we do.
Shortages  of  supplies  may  result  from  this  competition  and will  lead to
increased  costs and delays in  operations  which  will have a material  adverse
effect on us.

We will be subject to many factors beyond our control.

The acquisition,  exploration,  development,  production and sale of oil and gas
are subject to many factors which are outside our control. These factors include
general economic conditions, proximities to pipelines, oil import quotas, supply
and price of other fuels and the  regulation  of  transportation  by federal and
state governmental authorities.

We  anticipate  substantial  competition  in our effort to  explore  oil and gas
properties and may have difficulty in putting together drilling participants and
getting prospects drilled and explored.  Established companies have an advantage
over us  because  of  substantially  greater  resources  to devote  to  property
acquisition  and to obtain  drilling rigs,  equipment and  personnel.  If we are
unable to compete for capital,  participation  and drilling rigs,  equipment and
personnel, our business will be adversely affected.

                                       14
<PAGE>





We have agreed to  indemnification  of officers and  directors as is provided by
Colorado Statute.

Colorado Statutes provide for the  indemnification  of our directors,  officers,
employees, and agents, under certain circumstances,  against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their  association  with or on activities our behalf.  We will also
bear  the  expenses  of  such  litigation  for any of our  directors,  officers,
employees,  or agents, upon such person's promise to repay us therefore if it is
ultimately  determined  that any such  person  shall not have been  entitled  to
indemnification.   This  indemnification  policy  could  result  in  substantial
expenditures by us that we will be unable to recoup.

Our directors' liability to us and shareholders is limited

Colorado Revised  Statutes  exclude personal  liability of our directors and our
stockholders for monetary damages for breach of fiduciary duty except in certain
specified circumstances.  Accordingly, we will have a much more limited right of
action against our directors than  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

We may depend upon outside  advisors,  who may not be  available  on  reasonable
terms and as needed.

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such advisors.  Furthermore,  we anticipate  that
such  persons  will be  engaged on an "as  needed"  basis  without a  continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

Risk Factors Related to Our Stock

The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
of our securities.

We are a "penny stock"  company.  None of our securities  currently trade in any
market and, if ever  available for trading,  will be subject to a Securities and
Exchange  Commission rule that imposes special sales practice  requirements upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

                                       15
<PAGE>





Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

We will pay no foreseeable dividends in the future.

We have not paid dividends on our common stock and do not ever anticipate paying
such dividends in the foreseeable future.

No public  market  exists  for our common  stock at this  time,  and there is no
assurance of a future market.

There is no public  market for our common  stock,  and no assurance can be given
that a market will develop or that a shareholder  ever will be able to liquidate
his  investment  without  considerable  delay,  if at all.  If a  market  should
develop,  the price may be highly  volatile.  Factors such as those discussed in
the "Risk Factors"  section may have a significant  impact upon the market price
of the  shares  offered  hereby.  Due to the low price of our  securities,  many
brokerage  firms may not be willing to effect  transactions  in our  securities.
Even if a  purchaser  finds a broker  willing  to  effect a  transaction  in our
shares, the combination of brokerage commissions,  state transfer taxes, if any,
and any other selling costs may exceed the selling price.  Further, many lending
institutions will not permit the use of our shares as collateral for any loans.

Rule 144 sales in the future may have a depressive effect on our stock price.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted  securities for six months, under certain conditions,  may sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the owner has held the restricted securities for a period of
two years.  A sale under Rule 144 or under any other  exemption from the Act, if
available,  or pursuant to subsequent  registration of shares of common stock of
present stockholders,  may have a depressive effect upon the price of the common
stock in any market that may develop.

Our investors may suffer future  dilution due to issuances of shares for various
considerations in the future.

There may be  substantial  dilution  to our  shareholders  as a result of future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

                                       16
<PAGE>





Our stock  will in all  likelihood  be thinly  traded and as a result you may be
unable  to sell at or near ask  prices or at all if you need to  liquidate  your
shares.

The  shares of our common  stock,  if listed,  may be  thinly-traded  on the OTC
Bulletin Board,  meaning that the number of persons interested in purchasing our
common shares at or near ask prices at any given time may be relatively small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase of any of our  Securities  until such time as we became
more seasoned and viable. As a consequence, there may be periods of several days
or more when trading activity in our Securities is minimal or  non-existent,  as
compared  to a seasoned  issuer  which has a large and steady  volume of trading
activity that will generally support  continuous sales without an adverse effect
on Securities  price.  We cannot give you any  assurance  that a broader or more
active  public  trading  market for our  common  Securities  will  develop or be
sustained,  or  that  any  trading  levels  will  be  sustained.  Due  to  these
conditions,  we can give  investors no assurance  that they will be able to sell
their  shares at or near ask  prices or at all if they need  money or  otherwise
desire to liquidate their securities of our Company.

Our business is highly speculative and the investment is therefore risky.

Due to  the  speculative  nature  of  our  business,  it is  probable  that  the
investment in shares offered hereby will result in a total loss to the investor.
Investors  should  be  able  to  financially  bear  the  loss  of  their  entire
investment.  Investment  should,  therefore,  be  limited  to  that  portion  of
discretionary  funds not needed for normal  living  purposes or for reserves for
disability and retirement.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.  PROPERTIES

Bedrock operations are principally located at 8950 Scenic Pine Drive, Suite 100,
Parker,  Colorado 80134.  Bedrock  currently pays no monthly rent for the use of
this office space, which is provided by the Company's president.

DESCRIPTION OF PROPERTIES/ASSETS/OIL AND GAS PROSPECTS

--------- -------------------------- -------------------------------------------
(a)       Real Estate                None.
(b)       Title to properties.       None.
(c)       Oil and Gas Prospects.     On February 12, 2009, the Company bid upon
                                     and acquired 240 acres in Morgan County,
                                     Colorado a the BLM auction located in
                                     Lakewood, Colorado is 100% in this prospect
(d)       Patents.                   None.
--------- -------------------------- -------------------------------------------

We do not own any property, real or otherwise.

                                       17

<PAGE>




ITEM 3.  LEGAL PROCEEDINGS

Bedrock  anticipates that it (including any future  subsidiaries) will from time
to time become subject to claims and legal  proceedings  arising in the ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and Bedrock cannot assure that their ultimate  disposition  will not
have a materially  adverse effect on Bedrock's  business,  financial  condition,
cash flows or results of operations.

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

No matters were submitted  during the period covered by this report to a vote of
security  holders  of the  Company,  through  the  solicitation  of  proxies  or
otherwise.


                                     PART II

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

Market Information

There is no public trading market for the common stock at this time.  During the
fall of 2008, the Company  submitted a Form 15c211 to FINRA to apply for trading
on the  Over-the-Counter  Bulleting  Board.  At the  time  of this  filing,  the
application was being reviewed by FINRA.

Holders

There are  approximately  703 holders of record of Bedrock's  common stock as of
December 31, 2008.

Dividend Policy

Holders of Bedrock's  common stock are entitled to receive such dividends as may
be declared by Bedrock's  board of  directors.  Bedrock has not declared or paid
any  dividends on Bedrock's  common shares and it does not plan on declaring any
dividends in the near future.  Bedrock  currently  intends to use all  available
funds to finance the operation and expansion of its business.

Shares Eligible for Future Sale

Bedrock had  2,545,524  shares of common  stock  outstanding  as of December 31,
2008. A current  shareholder  who is an "affiliate" of Bedrock,  defined in Rule
144 as a person who directly,  or indirectly through one or more intermediaries,
controls,  or is controlled  by, or is under common control with Bedrock will be
required to comply with the resale  limitations  of Rule 144. Of these  shares a
total of 559,066  shares have been held for 1 year or more and are  eligible for
resale  under Rule 144.  Sales by  affiliates  will be subject to the volume and
other  limitations of Rule 144,  including  certain  restrictions  regarding the
manner of sale,  notice  requirements,  and the  availability  of current public
information about Bedrock. The volume limitations  generally permit an affiliate
to sell,  within any three month period, a number of shares that does not exceed
the  greater of one  percent of the  outstanding  shares of common  stock or the
average weekly trading volume during the four calendar weeks preceding his sale.
A person who ceases to be an affiliate at least three months  before the sale of
restricted  securities  beneficially  owned  for at least two years may sell the
restricted  securities  under  Rule 144  without  regard  to any of the Rule 144
limitations.

                                       18
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                            <C>





Recent Sales of Unregistered Securities

                              April 5, 2008 through December 31, 2008

Name                                       Number of Shares                    $ Value of Shares
----                                       ----------------                    -----------------
BIMS LTD                                       100,000                              10,000
Kyle Blekicki                                   10,000                               1,000
Eric Evenstad                                    10000                               1,000

Herbert   T.  Sears  and  Ann  Sears,           100,000                              2,500
Trustees
W. Edward Nichols                               200,000                              5,000

</TABLE>

Exemption From Registration Claimed

All of the sales by Bedrock of its unregistered securities were made in reliance
upon Section 4(2) of the  Securities  Act of 1933,  as amended (the "1933 Act").
The  entity  and  individuals  listed  above  that  purchased  the  unregistered
securities  were existing  shareholders.  Officers and  directors,  known to the
Company and its management,  through pre-existing business  relationships,  as a
long  standing  business  associates.  The  entity  was  provided  access to all
material  information,  which it  requested,  and all  information  necessary to
verify such  information  and was  afforded  access to Bedrock's  management  in
connection  with the  purchases.  The purchaser of the  unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.

Issuer Purchases of Equity Securities

Bedrock did not  repurchase  any shares of its common  stock  during the quarter
ended December 31, 2008.

                                       19
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.


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

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

PLAN OF OPERATIONS


We had no  operations  prior to and we had no  revenues  during  the year  ended
December 31, 2008. We have minimal capital and minimal cash. We are illiquid and
need cash infusions from investors or shareholders to provide capital,  or loans
from any sources.

We are an oil and gas exploration and development  company focused on creating a
portfolio of North  American  assets,  located in the central and Western United
States  that  exhibit  consistent,   predictable,   and  long-lived   production
capabilities.   We  plan  to  build  value  for  its  shareholders  through  the
acquisition  and  development of gas and oil assets that contain proven reserves
in domestic areas where reserves can be  economically  produced at a low risk to
us relying  on joint  venture  partners  to supply  most of the funds  needed to
explore or develop these properties.

We intend to participate in oil and gas prospects located in the states of Utah,
Wyoming,  Kansas, New Mexico, and Colorado. Our main emphasis will be to acquire
production  or revenue  generating  opportunities  either by lease  purchase  or
farmout, when available, with third parties and industry partners.

Decisions  regarding future  participation  in exploration  wells or geophysical
studies or other activities will be made on a case-by-case basis. We may, in any
particular   case,   decide  to   participate  or  decline   participation.   If
participating,  we may pay our  proportionate  share of costs  to  maintain  our
proportionate  interest  through  cash  flow  or debt or  equity  financing.  If
participation  is  declined,  we may  elect  to  farmout,  non-consent,  sell or
otherwise  negotiate  a  method  of cost  sharing  in  order  to  maintain  some
continuing interest in the prospect.

We will need  substantial  additional  capital to support  our  proposed  future
energy  operations.  We have no revenues.  We have no  committed  source for any
funds  as of date  here.  No  representation  is made  that  any  funds  will be
available when needed.  In the event funds cannot be raised when needed,  we may
not be able to carry out our business  plan,  may never achieve sales or royalty
income, and could fail in business as a result of these uncertainties.

                                       20
<PAGE>


In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.


RESULTS OF OPERATIONS

For the Year Ended  December  31, 2008  Compared to the Year Ended  December 31,
2007

During the year ended  December  31,  2008 and 2007,  we did not  recognize  any
revenues from our business activities.

During the year ended December 31, 2008, we incurred total operating expenses of
$48,109  compared  to $75,729  during  the year ended  December  31,  2007.  The
decrease of $27,612 was a result of the $12,003  increase in  professional  fees
and the  $28,500  decrease  in service  fees  offset by the $3,282  increase  in
general and  administrative  expense and the $9,601 increase in travel expenses.
The decrease in total  operating  expenses is a result of our efforts during the
year end  December  31, 2008 to focus on the  procurement  of leases and farmout
agreements.

During the year  ended  December  31,  2008,  we  incurred a net loss of $48,109
compared to a net loss of $78,097  during the year ended  December 31, 2007. The
decrease of $29.988 is a result of the $27,612 decrease in operational  expenses
and the $2,368 decrease in other expenses.

LIQUIDITY

At December 31, 2008, we had total assets of $11,662,  consisting solely of cash
of  $11,662.  At  December  31,  2008,  we had  total  liabilities  of  $13,048,
consisting of $2,368 in accounts payables,  and $10,680 in loans from affiliates
and  shareholders.  At  December  31,  2008,  we had an  accumulated  deficit of
$392,161.

During  the year  ended  December  31,  2008,  we used net  cash of  $37,109  in
operational activities. During the year ended December 31, 2008, we recognized a
net loss of $48,109,  which was adjusted  for a non-cash  activity of $11,000 in
common stock that was issued for services.

During  the year  ended  December  31,  2008,  we  issued  90,000  shares of our
restricted  common  stock  at a price  of  $0.10  per  share in order to pay for
services  totaling  $9,000 of directors.  We  authorized  the issuance of 30,000
shares of common  stock to each of our  three  Board  members  in  exchange  for
services  rendered  during  the year 2007 in the amount of $1,500 and during the
year 2008 in the amount of $7,500 for a total of $9,000.

During  the year  ended  December  31,  2008,  we  issued  20,000  shares of our
restricted  common  stock  at a price  of  $0.10  per  share in order to pay for
services totaling $2,000 of a third party.

During  the year  ended  December  31,  2007,  we used net  cash of  $11,229  in
operational  activities.  During the year ended December 31, 2007, net losses of
$78,097  were  adjusted  for $52,500 in common  stock  issued for  services  and
$12,000 issuance of debt for services.  During the year ended December 31, 2007,
accounts payable and accruals increased by $2,368.

During the years ended  December  31,  2008 and 2007,  we did not use or receive
cash from our investing activities.

                                       21
<PAGE>


During the year ended December 31, 2008, we received  $30,000 from our financing
activities, which included $2,500 from related parties and $27,500 from the sale
of shares of our common stock as discussed below. During the year ended December
31,  2007,  we received  $30,000  from the sale of shares of our common stock as
discussed below.

On August 2, 2007,  the Company  authorized  the sale in a private  placement of
1,000,000  shares of common stock  (pre-reverse  stock split) at a price of $.05
per share under an exemption from  registration  provision of the Securities Act
of  1933.  The  funds  have  been  used to pay the  costs  associated  with  its
administration  and payment of professional fees to bring the Company to a fully
reporting  company within  compliance of the Securities Act of 1933 and 1934 and
during the three months ended September 30, 2008, the Company effectively became
a fully  reporting  company.  During the year ended December 31, 2008, we issued
500,000 shares of our common stock for cash of $27,500 and during the year ended
December 31, 2007, we issued 600,000 shares for cash of $30,000.

We have minimal cash at December  31, 2008 and no other  assets,  and we will be
reliant upon shareholder loans or private  placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.

Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

CRITICAL ACCOUNTING POLICIES

Bedrock has identified the policies below as critical to its business operations
and the understanding of Tombstone's results from operations. The impact and any
associated risks related to these policies on the Company's business  operations
is  discussed  throughout  Management's  Discussion  and  Analysis of  Financial
Conditions  and  Results of  Operations  where such  policies  affect  Bedrock's
reported  and  expected  financial  results.  For a detailed  discussion  on the
application of these and other accounting  policies,  see Note 1 in the Notes to
the Financial  Statements for the years ended  December 31, 2008 and 2007.  Note
that Bedrock's  preparation of this document  requires Bedrock to make estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
disclosure  of  contingent  assets and  liabilities  at the date of  Tombstone's
financial statements,  and the reported amounts of expenses during the reporting
periods.  There can be no  assurance  that actual  results  will not differ from
those estimates.

                                       22

<PAGE>



Fair Value of Financial Instruments

The Company's financial  instruments,  including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability  method of SFAS No.  109,  deferred  tax  assets and  liabilities  are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax basis.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Bedrock's  operations do not employ financial  instruments or derivatives  which
are market sensitive. Short term funds are held in non-interest bearing accounts
and funds held for longer periods are placed in interest bearing accounts. Large
amounts of funds,  if available,  will be distributed  among multiple  financial
institutions to reduce risk of loss. Our cash holdings do not generate  interest
income.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited  financial  statements  of Bedrock  Energy,  Inc. for the year ended
December 31, 2008,  period from March 17, 1999 (inception)  through December 31,
2008,  and period from March 17, 1999 through  December 31, 2007,  at the end of
this document.

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

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods  specified in the SEC rules and forms, and that such information is
accumulated and  communicated  to our management,  including the Chief Executive
Officer as appropriate to allow timely decisions regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls  and  procedures  as  defined in  Exchange  Act Rules  13a-14(c)  as of
December 31, 2008 (the  "Evaluation  Date")  concluded that as of the Evaluation
Date, the Company's  disclosure controls and procedures were effective to ensure
that material information relating to the Company would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods specified in the SEC's rules and forms.

                                       23
<PAGE>


ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

(1)      pertain to the  maintenance  of records that,  in reasonable  detail,
         accurately  and fairly  reflect the transactions and dispositions of
         our assets;

(2)      provide   reasonable   assurance  that  transactions  are  recorded  as
         necessary to permit  preparation of financial  statements in accordance
         with generally accepted  accounting  principles,  and that our receipts
         and expenditures are being made only in accordance with  authorizations
         of our management and directors; and

(3)      provide reasonable  assurance regarding  prevention or timely detection
         of  unauthorized  acquisition,  use or  disposition  of our assets that
         could have a material effect on our financial statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over  financial  reporting is as of the year ended December 31, 2008. We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended December 31, 2008, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

ITEM 9B.  OTHER INFORMATION

Not applicable.

                                       24
<PAGE>
<TABLE>
<CAPTION>
<S>                                                    <C>                          <C>





                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth  information as to persons who currently serve as
Bedrock's directors or executive  officers,  including their ages as of December
31, 2008.

            Name                       Age                      Position                      Term
---------------------------- ------------------------- ---------------------------- -------------------------
W. Edward Nichols                       66             President, CEO, Secretary/            Annual
                                                       and Director

Herbert T. Sears                        62             Chief   Financial   Officer           Annual

Ronald Blekicki (1)                     56             Vice President                        Annual
</TABLE>

(1) )Mr.  Blekicki was  President/CEO and a director of the Company from January
1, 2008 until March 12, 2008 and became Vice President effective March 1, 2009.

Bedrock  officers  are elected by the board of  directors  at the first  meeting
after each annual  meeting of Bedrock  shareholders  and hold office until their
successors are duly elected and qualified under Bedrock's bylaws.

The directors  named above will serve until the next annual meeting of Bedrock's
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of  the  board  of  directors  absent  any  employment  agreement.  There  is no
arrangement or  understanding  between the directors and officers of Bedrock and
any other  person  pursuant  to which any  director  or officer  was or is to be
selected as a director or officer.

Biographical Information

Our  officers are spending up to 20 hours per week on our business at this time.
At such time as the Company is  financially  capable of paying  salaries,  it is
anticipated  that  management  will  assume  full  time  roles in the  Company's
operations and be paid accordingly.

W. Edward  Nichols:  President,  CEO,  Secretary,  Director  and Chairman of the
Board: Mr. Nichols is currently a practicing  attorney with Nichols & Nichols in
Denver,  Colorado.  He is  authorized  to practice in the states of Colorado and
Kansas,  the United  States  Federal  Courts,  and  Supreme  Court of the United
States.  He is also  Managing  Director of Nichols & Company  LLC, a  management
consulting  firm and has worked as a private  investment  banker and  consultant
with venture  capital  companies in the U.S. and Europe.  Mr. Nichols grew up in
the oil patch and has owned and  operated  gas  processing  plants in Kansas and
Wyoming.  He has also  co-owned and operated oil  drilling,  production  and gas
gathering companies in Kansas.

Herbert T. Sears: Chief Financial Officer,  Treasurer and Director: Mr. Sears is
a seasoned  attorney  with more than thirty  years of  international  experience
specializing in contracts, claims, and corporate restructuring.  He was formerly
a Vice President and Counsel to Stone & Webster, an international  multi-billion
dollar  engineering  and  construction  firm.  Mr. Sears  currently is the court
appointed   Trustee   for  the  Stone  and   Webster   Liquidating   Trust  with
responsibility  for  liquidating the global assets of the former Stone & Webster
operating companies.  In addition,  he advises global engineering companies with
respect  to their  international  legal  activities.  He has also been  actively
involved in a variety of major engineering and construction  projects during the
past two decades in Europe, Scandinavia, Asia and the Middle East.

                                       25
<PAGE>





Mr. Sears graduated from Boston  University  School of Management with a B.S/B.A
in International  Business and earned his law degree from Washington  University
School of Law.

Ronald Blekicki, Vice President: Ronald served as the President, Chief Executive
Officer and a director of the Company  from  January 1, 2008  through  March 12,
2008.  On March 1, 2009,  he was  appointed  the Vice  President of the Company.
Ronald  is a  results-oriented  senior  executive  with  more  than 25  years of
business  development and investment banking experience.  He currently serves as
President and Chief  Executive  Officer of Hanover  Financial  Services (HFS), a
business development-consulting firm that he founded in 1984.

During his tenure with  Hanover,  Mr.  Blekicki  has created  and  directed  the
development of  comprehensive  strategic  plans  supporting  the  application of
management  systems,  operating  procedures,  as well as the  integration of and
compliance with defined performance objectives. In addition to finding financing
resources  and  supervising  long-range  planning,  Hanover  Financial  Services
provides their clients with scalable  business plans to function as an operating
public company.

Ronald has extensive  experience as a negotiator.  In 2000 through 2001,  Ronald
was a senior  vice  president  with a  distributor  and  marketer  of  petroleum
products in the Southwestern United States.

Prior to joining  Meteor  Industries,  Ronald spent five years in the investment
banking industry,  from 1995 through the end of 2000 as a senior  vice-president
involved  in  merger  and   acquisition   activities,   capital   formation  and
institutional  equity sales. In 1989 through 1991,  Ronald served as Chairman of
the Board for Mia International,  Inc., an international  commodities  logistics
company.  From 1987 through 1989, Ronald served as President and CEO of Franklin
Marketing  Services,  a financial advisory firm and a wholly owned subsidiary of
the Franklin  Group.  In 2002, Mr. Blekicki was sanctioned and fined by the NASD
now FINRA, for failure to disclose compensation and surrendered his license.

Ronald  returned  to HFS as its  President  and CEO in 2002 which  continues  to
provide business development  consulting services to clients across the U.S. and
around  the  world in the  wind,  solar  and  energy  industries,  working  with
management to achieve competitive positions in their respective industries.

Our  officers are spending up to 20 hours per week on our business at this time.
At such time as the Company is  financially  capable of paying  salaries,  it is
anticipated  that  management  will  assume  full  time  roles in the  Company's
operations and be paid accordingly.

Committees of the Board of Directors

Bedrock is managed under the direction of its board of directors.

         Executive Committee

The Company does not have a separate executive  committee.  The Board as a whole
functions as the Executive Committee for Bedrock.

                                       26
<PAGE>




         Audit Committee

At this time,  the Bedrock  does not have an audit  committee.  The  independent
directors of the Board of Directors  serve as an informal  audit  committee,  as
required by the  Securities  Exchange  Act of 1934,  as amended,  which  Bedrock
refers to as the Securities Exchange Act.


Previous "Blank Check" or "Shell" Company Involvement

Management of Bedrock has not been involved in prior  private  "blank-check"  or
"shell" companies.

Conflicts of Interest - General.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our business,  the amount of time they devote to our business will be
up to approximately 15 hours per week.

Conflicts of Interest - Corporate Opportunities

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

ITEM 11.  EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to  officers  and board
members during the fiscal years ended December 31, 2008 and 2007. The table sets
forth this information for Bedrock,  including salary,  bonus, and certain other
compensation to the Board members and named executive  officers for the past two
fiscal  years and  includes  all Board  Members and  Officers as of December 31,
2008.

                      SUMMARY EXECUTIVES COMPENSATION TABLE
<TABLE>
<CAPTION>
<S>                                                               <C>             <C>            <C>            <C>

                                                                    Non-equity    Non-qualified
                                                                    incentive       deferred
                                                Stock    Option        plan       compensation     All other
                              Salary    Bonus   awards   awards    compensation     earnings     compensation      Total
 Name & Position     Year       ($)      ($)      ($)      ($)         ($)             ($)          ($)             ($)
------------------- -------- ---------- ------- -------- -------- --------------- -------------- -------------- ------------
W. Edward
Nichols,
President,
Secretary and CEO    2008           $0       0        0        0               0              0         $3,000       $3,000
                     2007       $6,000       0        0        0               0              0              0       $6,000

Herbert T. Sears,    2008           $0       0                 0               0              0         $3,000       $3,000
CFO
                     2007       $6,000       0        0        0               0              0              0       $6,000

Ronald Blekicki,     2008           $0       0        0-       0               0              0         $3,000       $3,000
Vice President (1)
                     2007            0       0        0        0               0              0              0           $0

</TABLE>

                                       27
<PAGE>




(1) Mr. Blekicki was President/CEO from January 1, 2008 until March 12, 2008 and
became  Vice  President  effective  March 1,  2009.  (2)  During  the year ended
December 31, 2008,  the Company  issued 30,000 shares of its  restricted  common
stock to each director for services for a total of 90,000 shares  (30,000 shares
each).  The  shares  were  issued at $0.10 per share,  for a total  compensation
expense  of $9,000  ($3,000  per  director).  The price per share was set by the
Company based on the price Bedrock sells it shares to the public.


                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

The following table sets forth certain information concerning outstanding equity
awards held by the President and our most highly compensated  executive officers
for the year ended December 31, 2008 (the "Named Executive Officers"):
<TABLE>
<CAPTION>
<S>                                                                           <C>      <C>      <C>        <C>

                                       Option Awards                                       Stock awards
                                                                                                           Equity
                                                                                                           incentive
                                              Equity                                                       plan
                                             incentive                                          Equity     awards:
                                               plan                                             incentive  Market
                                              awards:                                           plan       or
                 Number of     Number of     Number of                        Number   Market   awards:    payout
                securities    securities    securities                        of       value    Number     value of
                underlying    underlying    underlying                        shares   of       of         unearned
                unexercised   unexercised   unexercised  Option    Option     or       shares   unearned   shares,
                  options     options (#)    unearned    exercise  expiration units    of       shares,    units or
     Name           (#)      unexercisable    options     price      date     of       units    units or   others
                exercisable                     (#)        ($)                stock    of       other      rights
                                                                              that     stock    rights     that
                                                                              have     that     that       have not
                                                                              not      have     have not    vested
                                                                              vested   not      vested        ($)
                                                                                (#)    vested      (#)
                                                                                         ($)
--------------- ------------ -------------- ------------ --------- ---------- -------- -------- ---------- ----------
W. Edward            0             0             0          0          0         0        0         0          0
Nichols,
President

Herbert T.           0             0             0          0          0         0        0         0          0
Sears, CFO

Ronald               0             0             0          0          0         0        0         0          0
J. Blekicki (1)
</TABLE>

(1)Mr.  Blekicki was President/CEO from January 1, 2008 until March 12, 2008 and
became Vice President effective March 1, 2009.

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

As  of  March  1,  2009,  the  Company  entered  into  an  Employment  Agreement
("Employment Agreement") with W. Edward Nichols for services as President, Chief
Executive  Officer and Secretary for $1,250 per month. The Employment  Agreement
provides  for the fees to be pre-paid by the  issuance of 250,000  shares of the
Company's restricted common stock.

                                       28

<PAGE>




Also as of March 1, 2009, the Company entered into an Employment  Agreement with
Herbert T. Sears for  services  as Chief  Financial  Officer and  Treasurer  for
$500per month. The Employment  Agreement provides for the fees to be pre-paid by
the issuance of 100,000 shares of the Company's restricted common stock.

Both employment agreements terminate on December 31, 2009, but renew annually if
no notice of termination is given 90 days prior to the annual termination.  Both
Employment  Agreements  provided for termination by Bedrock for cause and in the
case of a change of control.  A change in control means: (a) the consummation of
a merger or  consolidation  of the Company  with or into  another  entity or any
other  transaction,  in which the stockholders of the Company  immediately after
such  merger,  consolidation  or  other  transaction  own  or  beneficially  own
immediately  after such merger,  consolidation or other transaction less than 50
percent or more of the voting  power of the  outstanding  securities  (i) in the
continuing or surviving  entity and (ii) any direct or indirect parent entity of
such continuing or surviving entity (b) the sale,  transfer or other disposition
of all or  substantially  all of the  Company's  assets to a Person which is not
owned or controlled by the Company or its stockholders immediately prior to such
sale, transfer or other dispositions.

The Company has no pension,  health, annuity,  bonus, insurance,  stock options,
profit  sharing or similar  benefit plans;  however,  the Company may adopt such
plans in the future.  There are  presently no personal  benefits  available  for
directors, officers, or employees of the Company.

Compensation Committee Interlocks and Insider Participation

The  Bedrock  board  of  directors  in its  entirety  acts  as the  compensation
committee for Bedrock.  Mr. Nichols is the Chief Executive  Officer and Chairman
of the Company.

                              Director Compensation

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2008:

<TABLE>
<CAPTION>
<S>                                                               <C>                <C>              <C>

                                                                  Non-qualified
                                                  Non-equity         deferred
             Fees                               incentive plan     compensation       All other
             earned        Stock     Option    compensation ($)      earnings        compensation     Total
   Name      or paid    awards ($)   awards                            ($)               ($)           ($)
              in cash                  ($)
                ($)
------------ ---------- ------------ --------- ----------------- ----------------- ----------------- ---------
W. Edward      $ -0-     $3,000(1)    $ -0-         $ -0-             $ -0-             $ -0-         $3,000
Nichols

Herbert T.     $ -0-     $3,000(1)    $ -0-         $ -0-             $ -0-             $ -0-         $3,000
Sears

Ronald J.      $ -0-     $3,000(1)    $ -0-         $ -0-             $ -0-             $ -0-         $3,000
J. Bleckiki

</TABLE>

                                       29
<PAGE>




(1)      During the year ended  December 31,  2008,  the Company  issued  30,000
         shares of its restricted common stock to each director for services for
         a total of 90,000 shares (30,000  shares each).  The shares were issued
         at $0.10 per share, for a total compensation  expense of $9,000 ($3,000
         per director).  The price per share was set by the Company based on the
         price Bedrock sells it shares to the public.

All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

We have no  intention of merging  with or  acquiring  an  affiliate,  associated
person or  business  opportunity  from any  affiliate  or any client of any such
person.

Directors receive no compensation for serving.

Limitation on Liability and Indemnification

The Colorado  Business  Corporation  Act  requires us to indemnify  officers and
directors  for any  expenses  incurred by any officer or director in  connection
with any actions or proceedings,  whether civil,  criminal,  administrative,  or
investigative,  brought  against such officer or director  because of his or her
status as an officer or director, to the extent that the director or officer has
been  successful  on the  merits  or  otherwise  in  defense  of the  action  or
proceeding.  The Colorado  Business  Corporation  Act permits a  corporation  to
indemnify an officer or director,  even in the absence of an agreement to do so,
for  expenses  incurred  in  connection  with any action or  proceeding  if such
officer  or  director  acted in good  faith  and in a manner  in which he or she
reasonably believed to be in or not opposed to the best interests of us and such
indemnification is authorized by the stockholders,  by a quorum of disinterested
directors,  by independent  legal counsel in a written  opinion  authorized by a
majority vote of a quorum of directors consisting of disinterested directors, or
by independent  legal counsel in a written opinion if a quorum of  disinterested
directors cannot be obtained.

The Colorado Business Corporation Act prohibits indemnification of a director or
officer if a final  adjudication  establishes  that the  officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were  material  to the cause of  action.  Despite  the  foregoing
limitations on indemnification, the Colorado Business Corporation Act may permit
an officer or  director to apply to the court for  approval  of  indemnification
even if the  officer or  director  is  adjudged  to have  committed  intentional
misconduct, fraud, or a knowing violation of the law.

The Colorado  Business  Corporation  Act also provides that  indemnification  of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.

According to our bylaws,  we are  authorized  to indemnify  our directors to the
fullest  extent  authorized  under  Colorado  Law  subject to certain  specified
limitations.

                                       30
<PAGE>




Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and persons controlling
us pursuant to the foregoing  provisions  or otherwise,  we are advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.


                      EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity  compensation  plan or Incentive Stock
Option Plan.



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

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Bedrock's outstanding common stock by:

o    each  person  who is known by Bedrock  to be the  beneficial  owner of five
     percent (5%) or more of Bedrock's common stock;

o    Bedrock's chief executive officer,  its other executive officers,  and each
     director  as  identified  in the  "Management  --  Executive  Compensation"
     section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this  document  into shares of Bedrock  common  stock are
deemed to be outstanding and to be beneficially  owned by the person holding the
options,  warrants or  convertible  securities  for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.


                                       31
<PAGE>





The information below is based on the number of shares of Bedrock's common stock
that  Bedrock  believes  was  beneficially  owned by each person or entity as of
December 31, 2008.



<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>



  Title of Class         Name and Address of          Amount and      Percent of Class(2)
                           Beneficial Owner            Nature of
                                Beneficial Owner
-------------------- ----------------------------- ------------------ ---------------------
Common shares        Susan Blekicki (1)(3)                   305,000                11.98%

Common shares        Ronald Blekicki (1)(4)                   25,000                 0.98%

Common shares        Brian Healey (1)                        242,310                  9.5%

Common shares        Michael A. Littman                      250,000                  9.8%

Common shares        W. Edward Nichols (1)(5)                478,554                18.77%

Common shares        Herbert T. Sears (1)(6)                 466,578                18.33%
                                                   ------------------

                     TOTAL  (3                         1,517,442,494                   59%
                     individuals)
</TABLE>

(1)  Address is c/o Bedrock  Energy,  Inc.,  8950 Scenic Pine Drive,  Suite 100,
     Parker, Colorado 80134.

(2)  Based on  2,545,524  shares of  common  stock  issued  and  outstanding  on
     December 31, 2008.

(3)  Wife of Ronald Blekicki, Vice President.  Ms. Blekicki owns 305,000 shares,
     directly and 25,000 shares indirectly through her husband, Mr. Blekicki.

(4)  Mr.  Blekicki owns 25,000  shares  directly and 305,000  shares  indirectly
     through his wife.

(5)  Mr. Nichols owns 361,995 shares of common stock directly,  17,596 shares of
     common stock jointly with his wife and 98,963 shares indirectly through his
     wife.

(6)  Mr.  Sears owns  405,469  shares of common stock  directly,  59,784  shares
     indirectly  through his wife and 1,325  shares  indirectly  through  family
     trusts

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Bedrock believes have a reasonable likelihood of being "in the money" within the
next sixty days.

                                       32
<PAGE>





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On January 24, 2009,  Bedrock entered into an Advisory and Consulting  Agreement
with Hanover  Financial  Services,  Inc.(Hanover)  The  Advisory and  Consulting
Agreement  has a term of 6 months and will renew with notice from  Bedrock.  The
Agreement  provides  for  Hanover to  provide  business  development  consulting
services to the Company in the following areas:  mineral  interest  acquisitions
for exploration and development,  and in the  implementation  of debt and equity
funding programs. In return for such services, Bedrock has agreed to pay Hanover
a  monthly  fee of  $5,000  to be paid  in the  form of  100,000  shares  of the
Company's  restricted  common stock. Mr. Bleckiki,  an officer of the Company is
the Chief Executive Officer of Hanover.

During the years ended  December 31, 2007 and December 31, 2008,  the  following
directors of Bedrock received shares in the amounts set forth below:

<TABLE>
<CAPTION>
<S>                                                                            <C>

                                           Number of Shares                    $ Value of Shares
                                           ----------------                    -----------------
December 31, 2007

W. Edward Nichols                               321,754                             $16,088
Herbert T. Sears                                260,000                             $13,000


                                           Number of Shares                    $ Value of Shares
                                           ----------------                    -----------------
December 31, 2008

W. Edward Nichols                               30,000                              $3,000
Herbert T. Sears                                30,000                              $3,000
Ron Blekicki                                    30,000                              $3,000

</TABLE>


On December  29,  2008,  an officer  loaned the  Company  $2,500 and the Company
issued an unsecured  seven (7%) percent  promissory  note with principal and all
accrued and unpaid interest due and payable on December 29, 2009. Therefore,  as
of December  31, 2008 and 2007,  the Company owes the officers a total of $6,930
and $4,430 respectively plus as of December 31, 2008 and 2007, a total of $2,368
in accrued interest on the below Notes.

During the years ended  December 31, 2007 and 2006, two officers of Bedrock each
earned  for  services  rendered  fees  in  the  amount  of  $6,000  and  $18,000
respectively and these fees were recorded as accounts payable. Thus, as of April
30, 2007, the Company had an accounts  payable  balance of $84,000 or a total of
$42,000 per officer. Subsequently, the Company issued promissory notes dated May
1, 2007 to each of its two  officers in exchange  for payment of these  accounts
payable as of April 30,  2007 in the amount of $42,000 for a total of $84,000 in
Notes (the  "Notes").  Each of these seven  percent (7%)  unsecured  convertible
Notes due April 30, 2008 could be  converted  into shares of common stock at the
rate of ten (10) shares for each dollar of principal converted.  Thereafter,  on
September 24, 2007, the Company and the officers mutually agreed pursuant to the
terms of the  Notes to issue  840,000  shares of common  stock in  exchange  for
payment of the $84,000 in Notes.

                                       33
<PAGE>






ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GENERAL.  Larry O'Donnell,  CPA, P.C.  ("O'Donnell") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether  the  provisions  of audit  services  are  compatible  with  maintaining
O'Donnell's independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended  December 31, 2008 and December  31, 2007 by Larry  O'Donnell,  CPA,
P.C.

<TABLE>
<CAPTION>
<S>                                                                              <C>

                                                                 Year Ended December 31,
                                                          2008                              2007
                                              -----------------------------      ----------------------------
Audit Fees                                               $3,200                              $0

Audit-related Fees                                       $ 750                               $0


Tax Fees                                                   $0                                $0

All Other Fees                                             $0                                $0

                                              -----------------------------      ----------------------------
Total Fees                                               $3,950                              $0
</TABLE>

All audit work was performed by the auditors' full time employees.


                                       34
<PAGE>



                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)     Audited financial statements for years ended December 31, 2008 and 2007


(b)   Exhibit No.   Description
      -----------   -----------

      3.1           Articles of Incorporation (1)

      3.2           Amended Articles of Incorporation (1)

      3.7           Bylaws of Bedrock Energy, Inc. (1)

     10.1           Farmout Agreement with Sun River Energy, Inc. (1) Cancelled

     10.2           BLM Lease (2)

     10.3           Advisory and Consulting Agreement with Hanover Financial
                    Services, January 24, 2009

     10.4           Employment Agreement with Edward Nichols, dated March 1,
                    2009(2)

     10.5           Employment Agreement with Herbert Sears, dated March 1,
                    2009 (2)

     31.1           Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act (2)

     31.2           Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act (2)

     32.1           Certification of Principal Executive Officer pursuant to
                    Section 906 of the Sarbanes-Oxley Act (2)

     32.2           Certification of Principal Financial Officer pursuant to
                    Section 906 of the Sarbanes-Oxley Act (2)


(1)       Incorporated by reference from the exhibits  included in the Company's
          S-1  Registration  Statement  filed with the  Securities  and Exchange
          Commission  (www.sec.gov),  on June 3, 2008. A copy can be provided by
          mail, free of charge,  by sending a written request to Bedrock Energy,
          Inc., 8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134.
(2)      Filed herewith.

                                       35

<PAGE>



                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                             2228 South Fraser Street
Fax (303)369-9384                                    Unit I
Email larryodonnellcpa@msn.com                       Aurora, Colorado    80014
www.larryodonnellcpa.com



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Bedrock Energy, Inc.

I have audited the  accompanying  balance sheets of Bedrock  Energy,  Inc. as of
December 31, 2008 and 2007, and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years then ended and for the
period from inception  February 28, 1997 to December 31, 2008.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bedrock Energy, Inc. as of December
31, 2008 and 2007,  and the results of its  operations  and their cash flows for
each of the years then ended and for the period from inception March 17, 1999 to
December 31, 2008, in conformity with generally accepted  accounting  principles
in the United States of America.

/s/Larry O'Donnell
--------------------------
Larry O'Donnell, CPA, P.C.
March 19, 2008


                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                   BEDROCK ENERGY, INC.
               (A Development Stage Company)
                      BALANCE SHEETS
<S>                                                                       <C>                <C>



                                                                                   December 31,
                                                                              2008              2007
                                                                          -------------      ------------
                          ASSETS

CURRENT ASSETS:
   Cash in Bank                                                               $ 11,662          $ 18,771
                                                                          -------------      -----------

                       TOTAL ASSETS                                           $ 11,662          $ 18,771
                                                                          =============      ============

           LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts Payable                                                            $ 2,368           $ 2,368
   Loan from Affiliates                                                          3,750             3,750
   Loan from Shareholders                                                        6,930             4,430
                                                                          -------------      ------------
                 Total Current Liabilities                                      13,048            10,548
                                                                          -------------      ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' (DEFICIT) EQUITY:
   Preferred shares, no par value, non voting: 10,000,000
     shares authorized; no shares issued and outstanding                             -                 -
   Common shares, $.001 par value, voting: 200,000,000
     shares authorized; 2,845,524 and 2,235,524 issued                           2,845             2,235
     and outstanding, respectively
   Additional paid in capital                                                  387,930           350,040
   Deficit accumulated during the development stage                           (392,161)         (344,052)
                                                                          -------------      ------------
           Total Shareholders' (Deficit) Equity                                 (1,386)            8,223
                                                                          -------------      ------------
          TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY                $ 11,662          $ 18,771
                                                                          =============      ============

The accompanying notes are an integral part of these statements.



                                      F-2

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                              BEDROCK ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<S>                                       <C>                        <C>                        <C>


                                                                                                     Period From
                                                                                                     (Inception)
                                                           For the Years Ended                      March 17, 1999
                                                               December 31,                            through
                                                   2008                       2007                  December 31, 2008
                                          -----------------------    -----------------------    ----------------------
OPERATING EXPENSES:
   Salaries and related expenses          $                    -    $                     -      $            112,128
   Professional fees                                      24,053                     36,056                    89,283
   Rent                                                        -                          -                     3,801
   Service fees                                           11,000                     39,500                   182,275
   Travel                                                  9,601                          -                    33,196
   General and administrative                              3,455                        173                    31,619
                                          -----------------------    -----------------------    ----------------------
        Total Operating Expenses                          48,109                     75,729                   452,302
                                          -----------------------    -----------------------    ----------------------
             Operating loss                              (48,109)                   (75,729)                 (452,302)

OTHER INCOME (EXPENSES):
   Other Income (Expenses), net                                -                     (2,368)                   60,141
                                          -----------------------    -----------------------    ----------------------
NET LOSS
   BEFORE INCOME TAXES                                   (48,109)                   (78,097)                 (392,161)

   Provision for income taxes                                  -                          -                         -
                                          -----------------------    -----------------------    ----------------------
NET LOSS                                               $ (48,109)                 $ (78,097)               $ (392,161)
                                          =======================    =======================    ======================

Basic and diluted
   (loss) per common share                               $ (0.02)                   $ (0.06)
                                          =======================    =======================
Basic and diluted
   weighted-average number
   of common shares outstanding                        2,467,511                  1,207,832
                                          =======================    =======================


The accompanying notes are an integral part of these statements.


                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                              BEDROCK ENERGY, INC.
                          (A Development Stage Company)
           STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY From
              (Inception) March 17, 1999 through December 31, 2008

<S>                                               <C>                            <C>                             <C>



                                                             Common Shares               Preferred Shares         Additional
                                                               $.001 Par Value                No Par Value         Paid-in
                                                       Shares         Amount          Shares          Amount       Capital
                                                  -----------------------------  ------------------------------  ------------
BALANCES, Inception, March 17, 1999                   $          -           -                   -   $       -    $        -
   Issuance of shares for services and cash                950,706         950                   -           -        43,825
   Net loss                                                     -            -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 1999                                950,706         950                   -           -        43,825
   Issuance of shares for debt, services and cash           39,818          40                   -           -       140,960
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2000                                990,524         990                   -           -       184,785
   Net income                                                    -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2001                                990,524         990                   -           -       184,785
   Net income                                                    -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2002                                990,524         990                   -           -       184,785
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2003                                990,524         990                   -           -       184,785
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2004                                990,524         990                   -           -       184,785
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2005                                990,524         990                   -           -       184,785
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2006                                990,524         990                   -           -       184,785
   Issuance of shares for debt, services and cash        1,245,000       1,245                   -           -       165,255
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2007                              2,235,524       2,235                   -           -       350,040
   Issuance of shares for services and cash                610,000         610                   -           -        37,890
   Net loss                                                      -           -                   -           -             -
                                                  -----------------------------  ------------------  ----------  ------------
BALANCES, December 31, 2008                              2,845,524     $ 2,845                   -   $             $ 387,930
                                                  =================  ==========  ==================  ========================

The accompanying notes are an integral part of these statements.


                                      F-4

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                              BEDROCK ENERGY, INC.
                          (A Development Stage Company)
           STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY From
              (Inception) March 17, 1999 through December 31, 2008

<S>                                                                     <C>        <C>


                                                                                       Total
                                                                                    Shareholders'
                                                                                       Equity
                                                                        Deficit       (Deficit)
                                                                      ------------ ----------------
BALANCES, Inception, March 17, 1999                                    $        -   $            -
   Issuance of shares for services and cash                                     -           44,775
   Net loss                                                               (29,784)         (29,784)
                                                                      ------------ ----------------
BALANCES, December 31, 1999                                               (29,784)          14,991
   Issuance of shares for debt, services and cash                               -          141,000
   Net loss                                                              (215,994)        (215,994)
                                                                      ------------ ----------------
BALANCES, December 31, 2000                                              (245,778)         (60,003)
   Net income                                                               9,233            9,233
                                                                      ------------ ----------------
BALANCES, December 31, 2001                                              (236,545)         (50,770)
   Net income                                                              49,137           49,137
                                                                      ------------ ----------------
BALANCES, December 31, 2002                                              (187,408)          (1,633)
   Net loss                                                                  (890)            (890)
                                                                      ------------ ----------------
BALANCES, December 31, 2003                                              (188,298)          (2,523)
   Net loss                                                                (5,657)          (5,657)
                                                                      ------------ ----------------
BALANCES, December 31, 2004                                              (193,955)          (8,180)
   Net loss                                                               (36,000)         (36,000)
                                                                      ------------ ----------------
BALANCES, December 31, 2005                                              (229,955)         (44,180)
   Net loss                                                               (36,000)         (36,000)
                                                                      ------------ ----------------
BALANCES, December 31, 2006                                              (265,955)         (80,180)
   Issuance of shares for debt, services and cash                               -          166,500
   Net loss                                                              (78,097)         (78,097)
                                                                      ------------ ----------------
BALANCES, December 31, 2007                                              (344,052)           8,223
   Issuance of shares for services and cash                                     -           38,500
   Net loss                                                               (48,109)         (48,109)
                                                                      ------------ ----------------
BALANCES, December 31, 2008                                             $(392,161)        $ (1,386)
                                                                      ============ ================

The accompanying notes are an integral part of these statements.

                                      F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                              BEDROCK ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<S>                                                  <C>                      <C>                     <C>

                                                                                                          Period From
                                                                                                          (Inception)
                                                                  For the Years Ended                   March 17, 1999
                                                                     December 31,                           Through
                                                             2008                    2007              December 31, 2008
                                                     --------------------     --------------------    ---------------------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                    $ (48,109)               $ (78,097)              $ (392,161)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
     Issuance of common shares for services                       11,000                   52,500                  123,275
     Issuance of debt for services                                     -                   12,000                   12,000
     Debt forgiveness                                                  -                        -                  (62,509)
     Increase in accounts payable and accruals                         -                    2,368                  125,945
                                                     ---------------------------------------------    ---------------------
       Net cash used in operating activities                     (37,109)                 (11,229)                (193,450)
                                                     --------------------     --------------------    ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party payable                             2,500                        -                   21,612
   Sale of common shares                                          27,500                   30,000                  183,500
                                                     --------------------     --------------------    ---------------------
     Net cash provided by financing activities                    30,000                   30,000                  205,112
                                                     --------------------     --------------------    ---------------------
NET (DECREASE) INCREASE IN CASH                                   (7,109)                  18,771                   11,662

CASH, BEGINNING OF PERIOD                                         18,771                        -                         -
                                                     --------------------     --------------------    ---------------------
CASH, END OF PERIOD                                             $ 11,662                 $ 18,771                 $ 11,662
                                                     ====================     ====================    =====================

NONCASH ACTIVITIES:
   Issuance of common shares for debt                 $                -                 $ 84,000                 $ 84,000
                                                     ====================     ====================    =====================



The accompanying notes are an integral part of these statements.

                                      F-6

</TABLE>


<PAGE>


                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The  Company  was  incorporated  in  Colorado  on August 11,  2004 with its name
changed  to Bedrock  Energy,  Inc.  on October  18,  2007 from  CellTouch,  Inc.
Enviromart.com,  Inc. was  incorporated  in New  Hampshire in March of 1999.  On
September 21, 2004 CellTouch,  Inc. and Enviromart.com,  Inc.  (collectively the
"Company")  were merged under the laws of the State of Colorado  and  CellTouch,
Inc. became the surviving entity.  The Company has been in the development stage
since its inception. Activities through December 31, 2008 include the raising of
equity  capital  and  the  formation  of  a  previous   business  plan  to  sell
environmental products over the Internet as well as the current business plan to
merge  with or  acquire  and  develop  assets  from a company in the oil and gas
industry.

Statement of Cash Flows

For  purposes  of the  statements  of cash  flows,  cash  includes  deposits  in
commercial bank accounts.

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability  method of SFAS No.  109,  deferred  tax  assets and  liabilities  are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax basis.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.

Income Per Share

Income per share  requires  presentation  of both basic and  diluted  income per
common share.  Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make  estimates and  assumptions  that affect the reported  amount of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates,
and such differences may be material to the financial statements.

                                      F-7

<PAGE>








                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company's financial  instruments,  including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.


NOTE 2 - SHAREHOLDERS' EQUITY

Common Share

The Company is  authorized  to issue  200,000,000  shares of $.001 voting common
stock.  Effective  March  24,  2008  the  Company,  as a result  of  shareholder
approval,  implemented  a one for two share reverse stock split and therefore as
of December  31,  2008 and 2007 there were a total of  2,845,524  and  2,235,524
shares of common stock issued and outstanding respectively.

Included in the 610,000  shares  issued  during 2008 are 200,000  shares sold as
part of a private  placement  as noted  below for  $20,000 or at $.10 per share,
110,000 shares issued for consulting  services  valued at $11,000 or at $.10 per
share and  300,000  shares  sold to  officers  for  $7,500  or $.025 per  share.
Further,  included in the 110,000  shares  issued for  consulting  services  are
90,000  shares issued to officers and directors at a value of $9,000 or $.10 per
share (See Note 3).

There were a total of 2,490,000  shares of common  stock issued  during the year
ended December 31, 2007 Included in the 2,490,000 shares are 600,000 shares sold
as part of a private  placement  as noted  below for  $30,000 at $.05 per share,
1,050,000  shares issued for consulting  services  valued at $52,500 or $.05 per
share and 840,000 shares issued as payment of debt in the amount of $84,000 (See
Note 3).

On August 2, 2007,  the Company  authorized  the sale in a private  placement of
1,000,000  shares of common stock  (pre-reverse  stock split) at a price of $.05
per share under an exemption from  registration  provision of the Securities Act
of  1933.  The  funds  have  been  used to pay the  costs  associated  with  its
administration  and payment of professional fees to bring the Company to a fully
reporting  company within  compliance of the Securities Act of 1933 and 1934 and
during the year ended December 31, 2008 the Company  effectively  became a fully
reporting company. As of December 31, 2008 and 2007, the Company sold a total of
900,000 and 600,000  shares of common  stock  respectively  (pre  reverse  stock
split) as part of this  private  placement  for a total of $45,000  and  $30,000
respectively in cash.

Preferred Share

The Company is authorized to issue  10,000,000  shares of no par value preferred
stock.  As of December 31, 2008 and 2007,  the Company has no shares  issued and
outstanding.

                                      F-8
<PAGE>







                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - RELATED PARTY TRANSACTIONS

On December  29,  2008,  an officer  loaned the  Company  $2,500 and the Company
issued an unsecured  seven (7%) percent  promissory  note with principal and all
accrued and unpaid interest due and payable on December 29, 2009. Therefore,  as
of December  31, 2008 and 2007,  the Company owes the officers a total of $6,930
and $4,430  respectively plus as of December 31, 2008 and 2007 a total of $2,368
in accrued interest on the below Notes.

In addition,  during the year ended December 31, 2008, the Company issued 30,000
shares of common  stock  respectively  to each of its three Board  members for a
total of 90,000 shares of common stock in exchange for services  rendered during
the year ended  December  31, 2008 in the amount of $2,500 per Board  member and
during the year ended  December  31, 2007 in the amount of $500 per Board member
for a total value of $9,000 or $.10 per share.

During the years ended  December  31, 2007 and 2006 two  officers of the Company
each  earned for  services  rendered  fees in the  amount of $6,000 and  $18,000
respectively and these fees were recorded as accounts payable. Thus, as of April
30, 2007, the Company had an accounts  payable  balance of $84,000 or a total of
$42,000 per officer. Subsequently, the Company issued promissory notes dated May
1, 2007 to each of its two  officers in exchange  for payment of these  accounts
payable as of April 30,  2007 in the amount of $42,000 for a total of $84,000 in
Notes (the  "Notes").  Each of these seven  percent (7%)  unsecured  convertible
Notes due April 30, 2008 could be  converted  into shares of common stock at the
rate of ten (10) shares for each dollar of principal converted.  Thereafter,  on
September 24, 2007, the Company and the officers mutually agreed pursuant to the
terms of the  Notes to issue  840,000  shares of common  stock in  exchange  for
payment of the $84,000 in Notes.


NOTE 4 - INCOME TAXES

As  of  December  31,  2008  and  2007,  the  Company  had  net  operating  loss
carryforwards for income tax and financial  reporting  purposes of approximately
$306,000 and  $258,000,  respectively,  expiring in the years 2014 through 2028.
The deferred tax assets that result from such  operating loss  carryforwards  of
approximately  $92,000 and $78,000 at December  31, 2008 and 2007,  respectively
have been fully reserved for in the accompanying  financial  statements.  During
the years ended December 31, 2008 and 2007, the valuation allowance  established
against the net operating loss  carryforwards  increased by $14,000 and $23,000,
respectively.


NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations that raise  substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in this  regard  are to raise  capital
through the  issuance  of common  shares as well as seek a merger  partner.  The
accompanying  financial statement do not include any adjustments relating to the
recovery  and  classification  of  recorded  asset  amounts  or the  amount  and
classification  of  liabilities  that  might be  necessary  should  the  Company
discontinue operations.

                                      F-9
<PAGE>




                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - RECENT ACCOUNTING PRONOUCEMENTS

There are no new  accounting  pronouncements  affecting  the Company  during the
years ended December 31, 2008 and 2007.


NOTE 7 - SUBSEQUENT EVENTS

On January 24,  2009,  the Company  entered in to a six month  agreement  with a
consulting  service  whereby the company  will be provided  certain  services in
exchange for a monthly  consulting  fee of $5,000 which monthly fee will be paid
in the form of 100,000 shares of the Company's common stock or $.05 per share.

On  February  12,  2009,  the  Company  purchased  a ten year lease on 240 acres
located in Morgan County  Colorado from the Bureau of Land Management for $1,120
and the Company intends to develop this oil and gas acreage.

The Company entered into a ten month services agreement  effective March 1, 2009
with both of its  officers  at the rate of $12,500  and $5,000 for the ten month
period  respectively  whereby the Company  agreed to issue upon execution of the
agreement 250,000 and 100,000 shares of its common stock respectively at a value
of $.05 per share.

                                      F-10
<PAGE>


                                   SIGNATURES

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

                                Bedrock Energy, Inc.

Dated: March 30, 2009
                             By:  /s/ W. Edward Nichols
                                  ---------------------------------------------
                                      W. Edward Nichols,
                                      President,  Chief Executive Officer,
                                      Secretary/ and Chairman


                             By:  /s/ Herbert T. Sears
                                  ---------------------------------------------
                                      Chief Financial Officer, Treasurer and
                                      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  registrant and
in the capacities and on the dates indicated.

Dated: March 30, 2009
                             Bedrock Energy, Inc.

                            /s/ W. Edward Nichols
                            ----------------------------------------------------
                                W. Edward Nichols, President, Chief Executive
                                Officer, Secretary and Chairman

                            /s/ Herbert T. Sears
                            ----------------------------------------------------
                                Herbert T. Sears, Chief Financial Officer,
                                Treasurer and Director

                                       36