UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A





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





For the
fiscal year ended December 31,
2008





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT





For the
transition period from _________ to ________





Commission
file number:333-151960





Savoy
Energy Corporation


(f/k/a
Arthur Kaplan Cosmetics, Inc.)


(Exact
name of Company as specified in its charter)




Nevada
                  26-0429687(State
      or other jurisdiction of incorporation or
                    organization)
                  (I.R.S.
      Employer Identification No.)11200
      Westheimer, Suite 900
                    Houston,
      TX
                  77042(Address
      of principal executive offices)
                  (Zip
      Code)





Company’s
telephone number:  713-243-8788





Securities
registered under Section 12(b) of the Exchange Act:





Title
      of each class
              Name
      of each exchange on which registeredNone
              not applicableSecurities
      registered under Section 12(g) of the
                Exchange
      Act:Title
      of each class
              Name
      of each exchange on which registeredNone
              not
      applicable





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




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




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of Company’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.YesxNo ̈




Indicate
by check mark whether the Company is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
accelerated filer  ̈
Accelerated filer  ̈
Non-accelerated filer  ̈ Smaller reporting
company x




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the Company’s most recently completed fiscal quarter.$9,060,000
  Indicate
the number of shares outstanding of each of the Company’s classes of common
stock, as of the latest practicable date.15,100,000 shares as of
March 26, 2009 (the date of the originally filed Form 10-K) and 60,400,000 as of
January 22, 2010 as a result of  a10 shares for 1 share
forward split on May 29, 2008 and a 4 shares for 1 share forward split on June
2, 2009.
 
 Explanatory
Note:  This amended Form 10-K is filed in response to advice by
the U.S. Securities and Exchange Commission that on August 27, 2009, the PCAOB
revoked the registration of our prior auditor, Moore & Associates Chartered
and that due to the revocation, a re-audit of the Company’s financial statements
for the year ended December 31, 2008 would be required.  For this
purpose, our new auditor, GBH CPAs, PC, has conducted a re-audit of the
Company’s financial statements for the year ended December 31, 2008, for the
period from Inception (June 25, 2007) through December 31, 2007 and for the
period from Inception (June 25, 2007) through December 31, 2008 and has
conducted a review of such financial statements which has resulted in the
restatement thereof, as incorporated in this report.  In compliance
with the SEC’s notification, this report incorporates the re-audited Company
financial statements for the year ended December 31, 2008, for the period from
Inception (June 25, 2007) through December 31, 2007 and for the period from
Inception (June 25, 2007) through December 31, 2008.  The Company has
also updated its Management’s Discussion and Analysis to incorporate the
restatement.








TABLE OF
CONTENTS





PagePART
      IItem
    1.
                      Business
                      3Item
      1A.
                      Risk
      Factors
                      6Item
      1B.
                      Unresolved Staff
      Comments
                      6Item
    2.
                      Properties
                      6Item
    3.
                      Legal
      Proceedings
                      6Item
    4.
                      Submission of Matters to a Vote
      of Security Holders
                      6PART
      IIItem
    5.
                      Market for Company’s Common Equity and Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
                      7Item
    6.
                      Selected Financial
      Data
                      8Item
    7.
                      Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
                      8Item
      7A.
                      Quantitative and Qualitative
      Disclosures About Market Risk
                      12Item
    8.
                      Financial Statements and
      Supplementary Data
                      12Item
    9.
                      Changes In and Disagreements With
      Accountants on Accounting and Financial
      Disclosure
                      12Item
      9A(T).
                      Controlsand
      Procedures
                      12Item
      9B.
                      Other
      Information
                      13PART
      IIIItem
      10.
                      Directors, Executive Officers and
      Corporate Governance
                      13Item
      11.
                      Executive
      Compensation
                      15Item
      12.
                      Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
                      17Item
      13.
                      Certain Relationships and Related
      Transactions, and Director Independence
                      18Item
      14.
                      Principal Accountant Fees and
      Services
                      18PART
      IVItem
      15.
                      Exhibits, Financial Statement
      Schedules
                      18


2


PART I


Item
1.   Business





Background





We were
incorporated as “Arthur Kaplan Cosmetics, Inc.” (“AKC”) on June 25, 2007, in the
State of Nevada. We subsequently changed our name to Savoy Energy
Corporation.  Our principal offices are located at 11200 Westheimer,
Suite 900, Houston, TX 77042 and our telephone number is (713)
243-8788.





Subsequent
Event





On March
31, 2009, we entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Plantation Exploration, Inc., a privately held Texas
corporation (“Plantation Exploration”), and Plantation Exploration Acquisition,
Inc. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In
connection with the closing of this merger transaction, Acquisition Sub merged
with and into Plantation Exploration (the “Merger”) on April 2, 2009, with
the filing of articles of merger with the Texas secretary of
state.  As a result of the Merger, Plantation Acquisition no longer
exists and Plantation Exploration became our wholly-owned
subsidiary.





Subsequently,
on April 3, 2009, we merged with another wholly-owned subsidiary of our company,
known as Savoy Energy Corporation, in a short-form merger transaction under
Nevada law and, in connection with this short form merger, changed our name to
Savoy Energy Corporation.





Our
Products





We have
developed a customized formula for our line of men’s organic personal care
products to sell in the luxury segment of the personal care product market. An
increasing awareness of and demand for organic and natural skin products, and
for aromatherapy products, has resulted in what we anticipate will be a highly
receptive potential market for our Products.





Our
Products are made from natural ingredients, including food-grade vegetable oils,
and we promote them as 100% USDA Certified Organic through an agreement we have
in place with Sensibility Soaps, Inc, to pack our Products under its
certification. Our Products also include therapeutic aromas, which we believe
will help us sell the Products at a high price point.





Because
our Products contain ingredients grown in the absence of insecticides and other
soil pollutants, they contain minerals, vitamins and nutrients not found in
other products.  Additionally, the uniquely long maceration process to
which these ingredients are subjected yield polyphenols in relatively high
quantity.  Polyphenols are the free radical scavengers that, among other
things, help to protect collagen and elastic fibers and prevent the destruction
of hyaluronic acid in the skin.  The use of these ingredients enhances our
Products’ ability to help fight wrinkles and other visible signs of
aging.





We have
developed a customized formula for our Product line that was developed using a
proprietary blend of different organic raw materials, which are consistent
across the entire product line.  The significant ingredients contain the
anti-oxidant properties that many believe help fight free radical damage caused
by sunlight, stress and other environmental factors. Other key ingredients used
in our formulas have been selected for their efficacy in correcting existing
skin damage.





Every
item in our Product line is:





·
            100%
      USDA Certified Organic


·
            Derived
      from plant and marine botanicals


·
            Moisturizing,
      non-irritating, softening, cleansing, and
  nourishing


·
            Free
      of animal products and manufactured without animal
  testing


·
            Free
      of synthetic preservatives, colors, and
  fragrances




3




·
            Free
      of Sodium Laureth (Lauryl) Sulfate (used to lather, but can irritate the
      skin) - we use coconut oil instead


·
            Free
      of petro-chemicals, lanolin, or mineral
oil


·
            Safe
      for the environment





Following
is a description of our Products, including some of their ingredients and the
intended effect of those ingredients:





·
            Facial
      Scrub: This
      is a gentle, non-irritating, face and body cleansing foam containing
      certified organic ingredients such as olive, coconut, grapeseed oils and
      chamomile.  The olive oil, vegetable glycerin, and natural
      humectants in the scrub are intended to draw moisture to the skin. A blend
      of essential oils of orange, sandalwood, clary sage, Moroccan rose,
      jasmine absolute, yarrow, tanacetum, ylang ylang, and vetiver is included.
      Grapeseed oil contains vitamins and minerals, which we feel offer
      antioxidant and anti-wrinkle benefits. Purified water is infused with
      certified organic chamomile flowers. Rosemary extract delivers
      antioxidants to the skin. The foam has a silky texture and is promoted as
      delivering natural benefits for the skin and aromatherapy benefits to help
      balance moods and create a sense of
wellbeing.





·
            Facial
      Moisturizer:  This mild, soap-free facial cleanser was
      developed to exfoliate and smooth skin with coconut oil, aloe vera, and
      vitamin E. Honey is included and naturally inhibits bacteria growth. The
      essential oils of orange and grapefruit cool the skin. Almonds and oatmeal
      exfoliate skin and absorb excess oil. This moisturizer was created to
      soothe and restore tired, faded skin and is for all skin types, including
      sensitive skin.





·
            Shave
      Cream:  This cream delivers nutrients and moisturizes
      skin. Olive oil acts as a humectant, drawing moisture from the air to the
      skin. Cocoa butter serves to retain and restore skin moisture and
      softness, particularly after environmental exposure. Organic chamomile
      soothes skin, and soy cream helps stimulate circulation. This cream emits
      a pink grapefruit aroma and deeply penetrates without leaving a greasy
      residue.





·
            After Shave
      Tonic:  This aftershave tonic is made to soothe freshly
      shaved skin, reduce irritation and provide moisturizing
      properties.





·
            Conditioner:  This
      mild hair conditioner detangles, softens hair, and restores manageability
      with combing and anti-static properties. It is formulated to provide body
      and shine, reveal natural highlights of hair and diminish split ends.
      Vitamins and botanical extracts help to nourish and restore natural
      balance to hair. Tea tree oil helps control flaking while Shea butter
      helps restore the sheen and softness of hair. It is designed to be an
      effective supplement to our shampoo, and is readily
      biodegradable.





·
            Shampoo:  Hijiki
      Seaweed is included to remove residue deposited on hair and provide
      nutrients to the hair and scalp. Coconut and jojoba oils add moisture and
      shine to hair. Soy milk and honey proteins provide additional nutrients
      and softening.  Aloe vera acts as an emollient to promote
      healing to dry or damaged hair. This shampoo is mild, and promotes clean
      hair with shine and manageability.





·
            Shower
      Gel:  This gentle, exfoliating gel is contains seaweed,
      sea salt and clay to nourish skin by leeching toxins. This mild, soap-free
      body cleanser was developed to exfoliate and smooth skin with coconut oil,
      aloe vera, and vitamin E. Honey naturally inhibits bacteria growth. The
      essential oils of spearmint and eucalyptus provide aromatherapy benefits
      and cool the skin. The lather softens skin without leaving a residue. This
      gel is marketed as providing the benefits of a spa experience at
      home.




4





·
            Lip
      Balm:  This balm contains natural ingredients intended to
      provide optimal benefits in lip nourishing and conditioning. Green tea is
      a natural antioxidant, and Shea butter contains vitamins A, E, and
      F.  This balm penetrates deeply to soften and smooth skin.
      Grapeseed extract and vitamin E provide antioxidant and anti-wrinkle
      benefits. Aloe vera further promotes healthy skin. A blend of essential
      oils of orange, sandlewood, clary sage, Moroccan rose, jasmine absolute,
      yarrow, tanacetum, ylang ylang, & vetiver is included to provide
      aromatherapy benefits.





Competition





We
compete with a number of established manufacturers, importers, and distributors
who sell organic, luxury skin care products to men. These companies enjoy brand
recognition which exceeds that of our brand name. We compete with several
manufacturers, importers, and distributors who have significantly greater
financial, distribution, advertising, and marketing resources than we do,
including:





·
            Burt’s
      Bees: We consider Burt Bee’s to be our closest competitor in terms
      of Products offered.  They offer a natural line of products that
      reflects our product concept and closely resembles our proposed product
      line. The concept and creation of the Burt’s Bees product line, like ours,
      is an extrapolation on the benefits of the antioxidants, polyphenols, and
      organic and natural ingredients. Burt’s Bees has two significant
      advantages over usin the marketplace at this time: (a) they have been on
      the market for over a decade and have grown to be a global brand with
      distribution outlets all over the world; and (b) they serve a larger
      target audiencewith a
      lower price point than we anticipate.  According to a January
      2008 article published in E/The Environmental Magazine, Burt's Bees has
      gone from a small-time beeswax candle business to a $250 million-per-year
      top-grossing manufacturer of natural-care products (lip care, hair care,
      foot care, baby care, pregnant mother
  care).




·
            Terressentials:  This
      company hand-crafts a wide range of certified organic products: skin care,
      hair care, baby products, and other goods made with certified organic
      herbs and certified organic essential oils.  They only use
      ingredients that the USDA permits in certified organic
      food.  Instead of stearic acid or cetyl alcohol, they use
      certified organic cocoa butter and certified organic shea
      butter.  Instead of ammonium lauryl sulfate or decyl
      polyglucose, they use mild, cold-process castile soap made from certified
      organic olive oil.




·
            JASON
      Natural Products, a subsidiary of Hain Celestial
      Group:  JASON Natural Products claims to be “the leadingpurveyor of
      pure and natural products for skin, body, hair and oral health for the
      whole family, giving consumers effective, environmentally-friendly
      alternatives to mass-produced, synthetic chemical products since
      1959.”  Their line features over 200 products that they
      advertise “contain the finest food-grade, natural, organic and nutritional
      ingredients that deliver topical benefits to the hair and
      skin.”




·
            EO:  This
      acronym stands for Essential Oils.  EO promotes that they “blend
      only pure essential oils with other plant-based ingredients to create natural
      personal care products that awaken & delight your
    senses.”





·
            Dr. Bronner's and Sun
      Dog's Magic:  Certified to National Organic Standards,
      their products are based on pure organic oils, free of petrochemically
      modified ingredients and preservatives.  They offer a variety of
      products, including lotions, body balms and lip
  balms.





We
compete primarily on the basis of quality, brand name recognition, and price. We
believe that our success will depend upon our ability to remain competitive in
our product area. The failure to compete successfully in the future could result
in a material deterioration of customer loyalty and our image and could have a
material adverse effect on our business.




5





Intellectual
Property





Now that
we have determined the final formulas for our Product line, we intend to file a
patent on each of our unique mixtures. We will apply for patent protection
and/or copyright protection in the United States.




We intend
to aggressively assert our rights under trade secret, unfair competition,
trademark, patent, and copyright laws to protect our intellectual property,
including product formulas, proprietary manufacturing processes and
technologies, product research and concepts and recognized trademarks. These
rights are protected through the acquisition of patents and trademark
registrations, the maintenance of trade secrets, the development of trade dress,
and, where appropriate, litigation against those who are, in our opinion,
infringing these rights.





While
there can be no assurance that registered trademarks will protect our
proprietary information, we intend to assert our intellectual property rights
against any infringer. Although any assertion of our rights can result in a
substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.





Regulatory
Matters





We are
unaware of and do not anticipate having to expend significant resources to
comply with any governmental regulations of the personal care product industry.
We are subject to the laws and regulations of those jurisdictions in which we
plan to sell our product, which are generally applicable to business operations,
such as business licensing requirements, income taxes and payroll taxes. In
general, the development, manufacture, and sale of our Product in the United
States is not subject to special regulatory and/or supervisory
requirements.





Employees





The
Company appointed Arthur Kaplan as our Chief Executive Officer and President.
Our President oversees all responsibilities in the areas of corporate
administration, business development, and research. On July 29, 2008, the board
of directors appointed Yuriy Kolstov to act as our Secretary. We do not have any
other employees at this time.





Research
and Development Expenditures





We have
incurred $0 in research or development expenditures since our
incorporation.





Item
1A.   Risk Factors.





A smaller
reporting company is not required to provide the information required by this
Item.





Item
1B.   Unresolved Staff Comments





A smaller
reporting company is not required to provide the information required by this
Item.





Item
2.   Properties





We
maintain our corporate office at 11200 Westheimer, Suite 900, Houston, TX
77042.  We have no materially important physical
properties.




Item
3.   Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





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





No
matters were submitted to a vote of the Company's shareholders during the
quarter ended December 31, 2008.


6





PART II





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





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “SNVP.OB.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.





Fiscal Year Ending December 31, 2008Quarter Ended
                                        
                                        High $
                                        
                                        
                                        Low $December
      31, 2008
                                        
                                        0.50
                                        
                                        
                                        0.18September
      30, 2008
                                        
                                        n/a
                                        
                                        
                                        n/aJune
      30, 2008
                                        
                                        n/a
                                        
                                        
                                        n/aMarch
      31, 2008
                                        
                                        n/a
                                        
                                        
                                        n/a




Fiscal Year Ending December 31, 2007Quarter Ended
                              
                              High $
                              
                              
                              Low $December
      31, 2007
                              
                              n/a
                              
                              
                              n/a





Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.




7




In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





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





Holders
of Our Common Stock





As of
December 31, 2008, we had 15,100,000 shares of our common stock issued and
outstanding, held by 29 shareholders of record.  Asof January 22,
2010, we had 60,400,000 shares of our common stock issued and
outstanding.





Dividends





The
Company has not declared, or paid, any cash dividends since inception and does
not anticipate declaring or paying a cash dividend for the foreseeable
future.





Nevada
law prohibits our board from declaring or paying a dividend where, after giving
effect to such a dividend, (i) we would not be able to pay our debts as they
came due in the ordinary course of our business, or (ii) our total assets would
be less than the sum of our total liabilities plus the amount that would be
needed, if the corporation were to be dissolved at the time of distribution, to
satisfy the rights of any creditors or preferred stockholders.





Recent
Sales of Unregistered Securities





None





Securities
Authorized for Issuance under Equity Compensation Plans





We do not
have any equity compensation plans.





Item
6.   Selected Financial Data





A smaller
reporting company is not required to provide the information required by this
Item.





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





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.




8




Plan
of Operation in the Next Twelve Months





Product
Development





We have
completed development of and have a contract with a manufacturer of personal
care products to produce a series of men’s organic personal care products. We
have developed a customized formula for our Products designed for sale in the
luxury segment of the personal care product market. Initially, our products are
expected to be sold exclusively online at
www.ArthurKaplanCosmetics.com.  We expect our products to be available
over the counter in the next twelve months, although a definitive launch date
has yet to be determined. We feel that our final Products will compete
effectively in the marketplace due to their quality, certified organic
ingredients, aromatherapy benefits, and highly effective performance relative to
similar products in the marketplace.





USDA
Certification





In order
to display the USDA organic seal, foods must be grown, raised, harvested, &
processed without the use of synthetics, irradiation, chemicals, preservatives,
genetically modified organisms, & pesticides according to the USDA National
Organic Standards.  Only products, which are certified at either 100%
organic or 95-100% organic can display the USDA seal.  Both the grower
and processor must be certified & inspected annually by an agency
(certifier) accredited to the USDA.  The USDA seal is the assurance
that products, which claim to be organic, meet these rigorous
standards.





We intend
to become independently certified by submitting an application to the Oregon
Tilth Certified Organic (OTCO). The application for certification doubles as an
Organic System Plan, the foundation of organic certification. Our plan will
include a description of our products/services requested for certification, how
we keep record, pest and disease management practices, and the methods we will
use to prevent contamination. A trained organic inspector, familiar with our
type of operation, will then contact us to schedule an annual inspection visit.
The inspector will examine each component of our operation to verify our plan is
an accurate description of organic standards compliance and will summarize his
or her findings during an exit interview. These inspections are said to
typically last 3–5 hours, depending on the complexity of the
operation.  Once completed, OTCO will conduct a review of our
application and the inspector’s report to evaluate compliance with the organic
standards. Then a summary is presented to the Application Review Committee that
makes the final certification decision. OTCO will then notify us of the
certification decision, which may note items that require clarification or
correction prior to completing certification.  Our proposed
resolutions for any minor points of noncompliance will be promptly reviewed by
OTCO. If these are cleared, the operation is approved for organic
certification.  OTCO will then send us its organic certificate. The
certificate is a legal document identifying the company’s name and address,
category of certification, and the company’s certified organic
products/services. If we are approved, our organic certification will remains in
effect until surrendered, suspended, or revoked and will need to be updated
annually.





Until we
are independently certified, we have an agreement with Sensibility Soaps, Inc.
to pack our products under its USDA certification.




9




Manufacturing





We have a
contract with a manufacturer of personal care products to produce a series of
men’s organic personal care products.  Initial production has begun,
and we have received a commercial batch of each product, bottle and package for
final approval.  Additionally, we have completed the process of choosing
all the peripheral items involved in the manufacturing and marketing process,
including:




·
            Shape
      and size of the product containers


·
            Types
      of caps


·
            Packaging


·
            Logo
      and label designs


·
            Unit
      cartons





Sales
and Distribution Strategy





Our goal
is for our organic personal care product line for men to become a leading
product line in the personal care product marketplace. In order to achieve our
goal, we intend to increase awareness of our Product with potential customers,
who we anticipate will be department stores as wholesale customers and men as
end users. We intend to do this by engaging in the following:





·
            Attending national and
      regional personal care product promotional events and conferences.
      There are events and conferences managed by regional and central
      institutions and organizations to promote personal care related products.
      We plan to attend a number of events attended by luxury personal care
      product merchants and representatives in order to further expose our
      product. These events will include trade meetings, promotional events,
      seminars, and conferences, which are heavily attended by luxury personal
      care products wholesalers and representatives, in order to further expose
      our Products.





·
            Developing direct marketing
      programs to attract retailers. In addition to attending the
      foregoing conferences and seminars, we intend to market directly to
      wholesalers and major department stores. Our marketing will include
      conducting seminars and the use of online and traditional advertising
      media such as newspapers and trade
publications.





·
            Promoting to the public
      through internet-based and traditional media advertising. We intend
      to use Internet-based and traditional media to promote our product
      directly to the public to raise public awareness of our
      product.  We have recently developed our online store regarding
      distribution.  We are in the process of defining the launch schedule
      and the promotional events that will surround it.  Initially,
      our products are expected to be sold exclusively online at
      www.ArthurKaplanCosmetics.com. If we are able to establish a steady level
      of sales through our website, we anticipate that other distribution
      avenues will be more readily
available.





Intellectual
Property Protection





We intend
to aggressively assert our rights under trade secret, unfair competition,
trademark and copyright laws to protect our intellectual property, including
product formulas, proprietary manufacturing processes and technologies, product
research and concepts, and recognized trademarks. These rights are protected
through the acquisition of patents and trademark registrations, the maintenance
of trade secrets, the development of trade dress, and, where appropriate,
litigation against those who are, in our opinion, infringing these
rights.





We are
currently consulting with law firms to protect our brand name and product
design. While there can be no assurance that registered trademarks will protect
our proprietary information, we intend to assert our intellectual property
rights against any infringer. Although any assertion of our rights can result in
a substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.




10




Sales
Personnel





We do not
currently employ any sales personnel. In the short term, we intend to use the
services of our management to sell our Product.





In the
event we hire sales personnel, we do not intend to do so in the next twelve
months unless our revenues are enough to absorb the cost of these
personnel.





Significant
Equipment





We do not
intend to purchase any significant equipment for the next twelve
months.





Results
of Operations for the period from inception on June 25, 2007 through December
31, 2008





We did
not earn any revenues from inception on June 25, 2007 through the period ending
December 31, 2008. We are presently in the development stage of our business and
we can provide no assurance that we will produce significant revenues from the
development of our Products or, if revenues are earned, that we will be
profitable.





We
incurred expenses (including operating expenses and interest expense) and net
losses in the amounts of $24,517 and $64,266 for the periods from our inception
on June 25, 2007 through December 31, 2007 and 2008, respectively.  We
incurred expenses and a net loss of $39,749 during the year ended December 31,
2008. Our operating expenses from inception through December 31, 2008 consisted
entirely of general and administrative expenses. We have also incurred interest
expenses, which had contributed to our net losses. Our losses are attributable
to our expenses combined with a lack of any revenues during our current stage of
development. We anticipate our operating expenses will increase as we continue
with our plan of operations and begin the sale of our Products.





Liquidity
and Capital Resources





As of
December 31, 2008, we had current assets, consisting entirely of cash, of $540,
current liabilities of $58,256, and a working capital deficit of $57,716. Our
cash on hand will not allow us to cover our anticipated expenses for the next
twelve months and will not be sufficient to pay any significant unanticipated
expenses. We currently do not have any revenues. We will require additional
financing to sustain our business operations. We currently do not have any
arrangements for financing and we may not be able to obtain financing when
required.





We have
not attained profitable operations and may be dependent upon obtaining financing
to pursue our long-term business plan. For these reasons our auditors stated in
their report that they have substantial doubt we will be able to continue as a
going concern.




Our
Operating Activities used $34,580 in cash during the period from Inception
through December 31, 2008 and $6,105 in cash during the year ended December 31,
2008. Our net losses during the periods were the primary components for the
negative cash flow. Financing Activities generated $35,120 in cash during the
period from Inception through December 31, 2008 and $4,500 in cash during the
year ended December 31, 2008. No cash was generated or used by Investing
Activities during either period.





Going
Concern





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.  However, the Company has accumulated
deficit of $64,266 as of December 31, 2008.  The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.  Management anticipates that the Company will be dependent,
for the near future, on additional investment capital to fund operating
expenses. The Company intends to position itself so that it may be able to raise
additional funds through the capital markets. In light of management’s efforts,
there are no assurances that the Company will be successful in this or any of
its endeavors or become financially viable and continue as a going
concern.




11




Off
Balance Sheet Arrangements





As of
December 31, 2008, there were no off balance sheet arrangements.





Item
7A.   Quantitative and Qualitative Disclosures About Market
Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item
8.   Financial Statements and Supplementary Data





See the
financial statements annexed to this annual report.





Item
9.   Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure





On August
3, 2009, Board of Directors of the Company dismissed Moore & Associates
Chartered, its independent registered public account firm. On the same date,
August 3, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the
Company's new independent registered public account firm.  The
Company’s Board of Directors and the Audit Committee approved of the dismissal
of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs
as its independent auditor. None of the reports of


Moore
& Associates Chartered on the Company's financial statements for either of
the past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Company’s audited financial
statements contained in its Form 10-K for the fiscal year ended December 31,
2008 a going concern qualification in the Company's audited financial
statements.





On August
3, 2009 the Company engaged Seale and Beers, however, on September 10, 2009, the
Board of Directors of the Company dismissed Seale and Beers, CPAs and on the
same date, the accounting firm of GBH CPAs, PC was engaged as the Company’s new
independent registered public accounting firm. The Board of Directors of the
Company approved of the dismissal of Seale and Beers, CPAs and the engagement of
GBH CPAs, PC as its independent auditor.





On August
27, 2009, the PCAOB revoked the registration of our prior auditor, Moore &
Associates Chartered, because of violations of PCAOB rules and auditing
standards in auditing financial statements, PCAOB rules and quality controls
standards and Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and noncooperation with a Board investigation.  The
Company was notified by the SEC that a due to the revocation, a re-audit of the
Company’s financial statements for the year ended December 31, 2008 would be
required.  For this purpose, GBH CPAs, PC has conducted a re-audit of
the Company’s financial statements for the year ended December 31, 2008, for the
period from Inception (June 25, 2007) through December 31, 2007 and for the
period from Inception (June 25, 2007) through December 31, 2008  and,
has conducted an examination of such financial statements which has resulted in
the restatement thereof incorporated in this report.  In compliance
with the SEC’s notification, this report incorporates the re-audited Company
financial statements for the year ended December 31, 2008, for the period from
Inception (June 25, 2007) through December 31, 2007 and for the period from
Inception (June 25, 2007) through December 31, 2008  .





Item
9A(T).  Controls and Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our then Chief
Executive Officer and Chief Financial Officer, Mr. Arthur Kaplan.  Based
upon that evaluation, our then Chief Executive Officer and Chief Financial
Officer concluded that, as of December 31, 2008, our disclosure controls and
procedures are not effective due to the lack of sufficient accounting personnel
which results in a lack of proper segregation of duties.  There have been
no significant changes in our internal controls over financial reporting during
the quarter ended December 31, 2008 that have materially affected or are
reasonably likely to materially affect such controls.




12




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the internal control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, control may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate.





Management’s
Annual Report on Internal Control over Financing Reporting





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





Changes
in Internal Control over Financial Reporting





During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.  Management plans to address the material weakness in
internal controls noted above as sufficient resources become
available.





Item
9B.   Other Information





None.




PART III





Item
10.  Directors, Executive Officers and Corporate
Governance





The
following information sets forth the names of our current directors and
executive officers, their ages as of December 31, 2008 and their then
positions.





Name
                      
                      Age
                      
                      Position Held with the CompanyArthur Kaplan
                        56C
      Page Street
                        Gahanna,
      OH 43230
                      
                      22
                      
                      President,
      Treasurer, and DirectorYuriy
      Koltsov
                        56C
      Page Street
                        Gahanna,
      OH 43230
                      
                      26
                      
                      Secretary




13




Set forth
below is a brief description of the background and business experience of
executive officers and directors.





Arthur
Kaplan.  Arthur Kaplan was our President and Treasurer and sole
director from inception through March 31, 2009. Mr. Kaplan has been involved in
the medical field since 2002, working doctor's offices, the OSU Medical Center,
and eventually conducting research for the Biological Sciences and Arthur G.
James Cancer Hospital & Richard J. Solove Research Institute until 2007 in
the field of microbiology.  Mr. Kaplan is a student at The Ohio State
University double majoring in Molecular Genetics Pre-Med track & Business
Administration.  He has also worked as an Investor Relations
Representative, Marketing Assistant, and Demographic Scientist since 2006 in a
medical environment.  His education and experience in genetics, biology,
and business have been significant factors in the development and marketing of
our Product line.





Yuriy
Koltsov.  Yuriy Koltsov was our Secretary from inception
through March 31, 2009.  Mr. Koltsov is currently a student at Ohio
State University in Columbus, Ohio studying Molecular Genetics.  From
May 2008 to the present, Mr. Kolstov serves as an intern for the City of
Columbus Division of Power in Columbus.  From January 2004 to July
2008, he worked as Sales & Marketing Manager for Koulian Jewelers in Gahanna
Ohio.  From September 2005 to January 2007, he worked as a Cancer
Genetics Researcher at the Arthur G. James Cancer Hospital & Richard J.
Solove Research Institute in Columbus, Ohio.  He began his career in
2002 working for a medical agency as an Executive Office Assistant, handling all
meetings and required daily documents.





Subsequent
Event





Effective
March 31, 2009, Messrs. Kaplan and Koltsov resigned their respective officer and
director positions and were replaced in their capacities by Arthur Bertagnolli.
The following information sets forth the names of our current directors and
executive officers, their ages as of January 20, 2010 and their current
positions.





Name
              
              Age
              
              Office(s) HeldArthur
      Bertagnolli
              
              61
              
              President,
      Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and
      sole Director





Set forth
below is a brief description of the background and business experience of our
current executive officers and directors.





Arthur Bertagnolli has been
our President, Treasurer, Secretary CEO, CFO and sole director since March 31,
2009. He oversees all responsibilities in the areas of corporate administration,
business development, and research. Mr. Bertagnolli began performing contract
work for Plantation Exploration in 1988, and became a full-time employee in
1997. He served as our vice-president from 2000 until 2007, and became our
President in 2007. His duties have included oil field management, competitive
intelligence, demographic studies, strategic marketing, contract negotiations,
account acquisition and retention, and advertising and promotion.





Family
Relationships





There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.


14


Involvement
in Certain Legal Proceedings





To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director, executive officer, or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.





Audit
Committee





All
proceedings of our sole director for the year ended December 31, 2008 were
conducted by resolutions consented to in writing by the sole director and filed
with the minutes of the proceedings of the director. Our company currently does
not have nominating, compensation or audit committees or committees performing
similar functions nor does our company have a written nominating, compensation
or audit committee charter. There has been no need to delegate functions to
these committees due to the fact that our operations are at a very early stage
to justify the effort and expense of creating and maintaining these
committees.





Code
of Ethics





As of
December 31, 2008, we have not adopted a Code of Ethics for Financial
Executives, which include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions, as required by sections 406 and 407 of the Sarbanes-Oxley Act
of 2002. Our management believes that the size of our company and current
operations at this time do not require a code of ethics to govern the behavior
of our two officers. We anticipate that we will adopt a code of ethics once we
commence operations.





Item
11.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended December 31, 2008 and 2007.




SUMMARY
      COMPENSATION TABLEName
                        and
                        principal
                        position
                      
                      Year
                      
                      Salary($)
                      
                      
                      Bonus
                        ($)
                      
                      
                      Stock
                        Awards
                        ($)
                      
                      
                      Option
                        Awards
                        ($)
                      
                      
                      Non-Equity
                        Incentive
      Plan
                        Compensation
                        ($)
                      
                      
                      Nonqualified
                        Deferred
                        Compensation
                        Earnings
      ($)
                      
                      
                      All
      Other
                        Compensation
                        ($)
                      
                      
                      Total
                        ($)Arthur
      Kaplan,
                      
                      2008
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0President,
      Treasurer and Director
                      
                      2007
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0





Narrative
Disclosure to the Summary Compensation Table





Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future.  Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.


15




OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
                            
                            
                            STOCK
      AWARDSName
                            
                            Number
      of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                              Exercisable
                            
                            
                            Number
      of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                              Unexercisable
                            
                            
                            Equity
                              Incentive
                              Plan
                              Awards:
                              Number
      of
                              Securities
                              Underlying
                              Unexercised
                              Unearned
                              Options
                              (#)
                            
                            
                            Option
                              Exercise
                              Price
                              ($)
                            
                            
                            Option
                              Expiration
                              Date
                            
                            
                            Number
                              Of
      Shares
                              or
      Units
                              of
      Stock That Have
                              Not
      Vested
                              (#)
                            
                            
                            Market
                              Value
                              Of
      Shares
                              Or
      Units
                              Of
      Stock
                              That
      Have
                              Not
      Vested
                              ($)
                            
                            
                            Equity
                              Incentive
                              Plan
                              Awards:
                              Number
                              Of
      Unearned
                              Shares,
                              Units
      or
                              Other
                              Rights
                              That
      Have
                              Not
                              Vested
                              (#)
                            
                            
                            Equity
                              Incentive
                              Plan
                              Awards:
                              Market
      or
                              Payout
                              Value
      of
                              Unearned
                              Shares,
                              Units
      or
                              Other
                              Rights
                              That
                              Have
      Not
                              Vested
                              (#)Arthur
      Kaplan,
                              President
      and Treasurer
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Yuriy
      Koltsov, Secretary
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -




Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.





Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of December 31,
2008.




16




Compensation
of Directors





The table
below summarizes all compensation of our directors as of December 31,
2008.





DIRECTOR
      COMPENSATIONName
                        
                        Fees
                          Earned
      or
                          Paid
      in
                          Cash
                          ($)
                        
                        
                        Stock
                          Awards
                          ($)
                        
                        
                        Option
                          Awards
                          ($)
                        
                        
                        Non-Equity
                          Incentive
                          Plan
                          Compensation
                          ($)
                        
                        
                        Non-Qualified
                          Deferred
                          Compensation
                          Earnings
                          ($)
                        
                        
                        All
                          Other
                          Compensation
                          ($)
                        
                        
                        Total
                          ($)Arthur
      Kaplan
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -





Narrative
Disclosure to the Director Compensation Table





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





Stock
Option Plans





We did
not have a stock option plan in place as of December 31, 2008.





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





The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of December 31, 2008, by (1) all
persons who are beneficial owners of 5% or more of our voting securities, (2)
each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of the Securities
and Exchange Commission. Under these rules, a person may be deemed to
beneficially own any shares of capital stock as to which such person, directly
or indirectly, has or shares voting power or investment power, and to
beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise
of any stock option or other right. The percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing (a) (i) the number
of shares beneficially owned by such person plus (ii) the number of shares as to
which such person has the right to acquire voting or investment power within 60
days by (b) the total number of shares outstanding as of such date, plus any
shares that such person has the right to acquire from us within 60 days.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.




Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 15,100,000 Shares of Common Stock issued and outstanding as of December
31, 2008. Addresses for all of the individuals listed in the table below are c/o
56C Page Street, Gahanna, Ohio 43230





Name and Address of Beneficial Owners of Common
                      Stock1
                    
                    Title of Class
                    
                    Amount and Nature
                      of Beneficial
                      Ownership
                    
                    
                    % of
                      Common
                      Stock2Arthur
      Kaplan
                    
                    Common
      Stock
                    
                    
                    10,100,000
                    
                    
                    
                    66.89
                    %Yuriy
      Kostslav
                    
                    Common
      Stock
                    
                    
                    0
                    
                    
                    
                    0
                    %DIRECTORS
      AND OFFICERS – TOTAL
                    
                    Common
      Stock
                    
                    
                    10,100,000
                    
                    
                    
                    66.89
                    %5%
      SHAREHOLDERSNONE
                    
                    Common
      Stock




17




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





Except as
provided below, none of our directors or executive officers, nor any proposed
nominee for election as a director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 5% of the voting rights
attached to all of our outstanding shares, nor any members of the immediate
family (including spouse, parents, children, siblings, and in-laws) of any of
the foregoing persons has any material interest, direct or indirect, in any
transaction over the last two years or in any presently proposed transaction
which, in either case, has or will materially affect us.





We
received a loan from our officer and director in the amount of $25,000 in the
form of a convertible demand promissory note.  The note bears interest
at 10% per annum and is convertible into shares of our common stock at an
exercise price of $0.01 per share.





As of the
date of this annual report, our common stock is traded on the OTC Bulletin Board
(the “Bulletin Board”).  The Bulletin Board does not impose on us
standards relating to director independence or the makeup of committees with
independent directors, or provide definitions of independence.





Item
14.   Principal Accounting Fees and Services





Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:





Financial Statements
                  for the Year Ended
                  December 31
                
                Audit Services
                
                
                Audit Related Fees
                
                
                Tax Fees
                
                
                Other Fees2008
                
                $
                3,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                02007
                
                $
                3,000
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0





PART IV





Item
15.   Exhibits, Financial Statements Schedules





Index to
Financial Statements Required by Article 8 of Regulation S-X:





Audited
      Financial Statements:F-1
                  Report
      of Independent Registered Public Accounting FirmF-2
                  Balance
      Sheets as of December 31, 2008 and 2007;F-3
                  Statements
      of Operations for the year ended December 31, 2008, and the periods from
      inception to December 31, 2007, and from inception to December 31,
      2008;F-4
                  Statement
      of Stockholders’ Equity (Deficit) for the period from inception to
      December 31, 2008;F-5
                  Statements
      of Cash Flows for the year ended December 31, 2008, and the periods from
      inception to December 31, 2007, and from inception to December 31,
      2008;F-6
                  Notes
      to Financial
Statements




Exhibit
                    Number
                  
                  Description3.1
                  
                  Articles
      of Incorporation, as amended (1)3.2
                  
                  Bylaws,
      as amended (1)31.1
                  
                  Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                  
                  Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
                  
                  Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002





18




1        Incorporated by
reference to the Registration Statement on Form S-1 filed on June 26,
2008.




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Savoy Energy Corporation (fka Arthur
Kaplan Cosmetics, Inc.)





By:
                  /s/ Arthur
BertagnolliArthur
      Bertagnolli
                    President,
      Secretary, Treasurer, and DirectorJanuary
      26, 2010





In
accordance with Section 13 or 15(d) of the Exchange Act, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:





By:
                  /s/ Arthur
BertagnolliArthur
      Bertagnolli
                    President,
      Treasurer, and DirectorJanuary
      26, 2010


19


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Savoy
Energy Corporation


(FKA
Arthur Kaplan Cosmetics, Inc.)


(A
Development Stage Company)


Houston,
Texas




We have
audited the accompanying balance sheets of Savoy Energy Corporation (fka Arthur
Kaplan Cosmetics, Inc.) (A Development Stage Company) as of December 31, 2008
and 2007, and the related statements of operations, stockholders’ equity
(deficit) and cash flows for the year ended December 31, 2008, and from
inception on June 25, 2007 through December 31, 2007, and from inception on June
25, 2007 through December 31, 2008. These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Savoy Energy Corporation (fka
Arthur Kaplan Cosmetics, Inc.) (A Development Stage Company) as of December 31,
2008 and 2007, and the results of its operations and its cash flows for the year
ended December 31, 2008, and from inception on June 25, 2007 through December
31, 2007, and from inception on June 25, 2007 through December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company has not generated revenues and has an
accumulated deficit of $64,266 as of December 31, 2008, which raises substantial
doubt about its ability to continue as a going concern.  Management’s
plans concerning these matters are also described in Note 3.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.








/s/
GBH CPAs, PC





GBH CPAs,
PC


www.gbhcpas.com


Houston,
Texas


January
26, 2010


F-1


SAVOY
ENERGY CORPORATION


(FKA
ARTHUR KAPLAN COSMETICS, INC.)


(A
Development Stage Company)


Balance
Sheets




December 31,
                            2008
                            (Restated)
                          
                          
                          December 31,
                            2007
                            (Restated)ASSETSCURRENT
      ASSETSCash
                          
                          $
                          540
                          
                          
                          $
                          2,145Prepaid
      expenses
                          
                          
                          -
                          
                          
                          
                          5,000Total
      Current Assets
                          
                          
                          540
                          
                          
                          
                          7,145TOTAL
      ASSETS
                          
                          $
                          540
                          
                          
                          $
                          7,145LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                          
                          $
                          25,062
                          
                          
                          $
                          -Related
      party payables
                          
                          
                          29,500
                          
                          
                          
                          25,000Accrued
      interest payable
                          
                          
                          3,694
                          
                          
                          
                          1,042Total
      Current Liabilities
                          
                          
                          58,256
                          
                          
                          
                          26,042STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, 100,000,000 shares authorized at par value of
      $0.001,
                            60,400,000 shares
      issued and outstanding
                          
                          
                          60,400
                          
                          
                          
                          60,400Additional
      paid-in capital
                          
                          
                          (53,850
                          )
                          
                          
                          (54,780
                          )Deficit
      accumulated during the development stage
                          
                          
                          (64,266
                          )
                          
                          
                          (24,517
                          )Total
      Stockholders' Equity (Deficit)
                          
                          
                          (57,716
                          )
                          
                          
                          (18,897
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                          
                          $
                          540
                          
                          
                          $
                          7,145




The
accompanying notes are an integral part of these financial
statements.


F-2


SAVOY
ENERGY CORPORATION


(FKA
ARTHUR KAPLAN COSMETICS, INC.)


(A
Development Stage Company)


Statements
of Operations




FortheYear
                  Ended
                  December31,
                  2008
                  (Restated)
                
                
                FromInception
                  onJune25,
                  2007Through
                  December31,2007
                  (Restated)
                
                
                FromInception
                  onJune25,
                  2007Through
                  December31,
                  2008
                  (Restated)REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -COST
      OF SALES
                
                
                -
                
                
                
                -
                
                
                
                -GROSS
      MARGIN
                
                
                -
                
                
                
                -
                
                
                
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                
                37,097
                
                
                
                23,475
                
                
                
                60,572Total
      Operating Expenses
                
                
                37,097
                
                
                
                23,475
                
                
                
                60,572INCOME
      (LOSS) FROM OPERATIONS
                
                
                (37,097
                )
                
                
                (23,475
                )
                
                
                (60,572
                )OTHER
      EXPENSESInterest
      expense
                
                
                (2,652
                )
                
                
                (1,042
                )
                
                
                (3,694
                )Total
      Other Expenses
                
                
                (2,652
                )
                
                
                (1,.042
                )
                
                
                (3,694
                )LOSS
      BEFORE INCOME TAXES
                
                
                (39,749
                )
                
                
                (24,517
                )
                
                
                (64,266
                )PROVISION
      FOR INCOME TAXES
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (39,749
                )
                
                $
                (24,517
                )
                
                $
                (64,266
                )BASIC
      LOSS PER SHARE
                
                $
                (0.00
                )
                
                $
                (0.00
                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                
                
                60,400,000
                
                
                
                60,400,000




The
accompanying notes are an integral part of these financial
statements.


F-3


SAVOY
ENERGY CORPORATION


(FKA
ARTHUR KAPLAN COSMETICS, INC.)


(A
Development Stage Company)


Statements
of Stockholders' Equity (Deficit)


(Restated)




Common Stock
                    
                    
                    Additional
                      Paid-in
                    
                    
                    Deficit
                      Accumulated
                      During the
                      DevelopmentShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    TotalBalance,
      inception, June 25, 2007
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock issued for cash, net of  direct issuance costs of
      $390
                    
                    
                    60,400,000
                    
                    
                    
                    60,400
                    
                    
                    
                    (54,780
                    )
                    
                    
                    -
                    
                    
                    
                    5,620Net
      loss for the period ended December 31, 2007
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (24,517
                    )
                    
                    
                    (24,517
                    )Balance,
      December 31, 2007
                    
                    
                    60,400,000
                    
                    
                    
                    60,400
                    
                    
                    
                    (54,780
                    )
                    
                    
                    (24,517
                    )
                    
                    
                    (18,897
                    )Services
      paid for by shareholder
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    930
                    
                    
                    
                    -
                    
                    
                    
                    930Net
      loss for the year ended December 31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (39,749
                    )
                    
                    
                    (39,749
                    )Balance,
      December 31, 2008
                    
                    
                    60,400,000
                    
                    
                    $
                    60,400
                    
                    
                    $
                    (53,850
                    )
                    
                    $
                    (64,266
                    )
                    
                    $
                    (57,716
                    )




The
accompanying notes are an integral part of these financial
statements.


F-4


SAVOY
ENERGY CORPORATION


(FKA
ARTHUR KAPLAN COSMETICS, INC.)


(A
Development Stage Company)


Statements
of Cash Flows




FortheYear
                    Ended
                    December 31,
                    2008
                    (Restated)
                  
                  
                  FromInception
                    onJune25,
                    2007Through
                    December31,
                    2007
                    (Restated)
                  
                  
                  FromInception
                    onJune25,
                    2007Through
                    December31,
                    2008
                    (Restated)OPERATING
      ACTIVITIESNet
      loss
                  
                  $
                  (39,749
                  )
                  
                  $
                  (24,517
                  )
                  
                  $
                  (64,266
                  )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Donated
      capital
                  
                  
                  930
                  
                  
                  
                  -
                  
                  
                  
                  930Changes
      to operating assets and liabilities:Prepaid
      expenses
                  
                  
                  5,000
                  
                  
                  
                  (5,000
                  )
                  
                  
                  -Changes
      in accounts payable
                  
                  
                  25,062
                  
                  
                  
                  -
                  
                  
                  
                  25,062Changes
      in accrued interest payable
                  
                  
                  2,652
                  
                  
                  
                  1,042
                  
                  
                  
                  3,694Net
      Cash Used in Operating Activities
                  
                  
                  (6,105
                  )
                  
                  
                  (28,475
                  )
                  
                  
                  (34,580
                  )INVESTING
      ACTIVITIESPurchase
      of property and equipment
                  
                  
                  -Net
      Cash Used in Investing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -FINANCING
      ACTIVITIESProceeds
      from related party payables
                  
                  
                  4,500
                  
                  
                  
                  25,000
                  
                  
                  
                  29,500Proceeds
      from common stock issued, net of direct issuance costs of  $-,
      $390 and $390
                  
                  
                  -
                  
                  
                  
                  5,620
                  
                  
                  
                  5,620Net
      Cash Provided by Financing Activities
                  
                  
                  4,500
                  
                  
                  
                  30,620
                  
                  
                  
                  35,120NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  (1,605
                  )
                  
                  
                  2,145
                  
                  
                  
                  540CASH
      AT BEGINNING OF PERIOD
                  
                  
                  2,145
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      AT END OF PERIOD
                  
                  $
                  540
                  
                  
                  $
                  2,145
                  
                  
                  $
                  540SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID FOR:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      Taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -




The
accompanying notes are an integral part of these financial
statements.


F-5


SAVOY ENERGY
CORPORATION


(FKA
ARTHUR KAPLAN COSMETICS, INC.)


(A
Development Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007





1.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Nature of
Business





Savoy
Energy Corporation was incorporated as Arthur Kaplan Cosmetics, Inc. (the
Company) in the State of Nevada on June 25, 2007. The Company was incorporated
to engage in the business of the development, production, and distribution of
cosmetic products (See Note 5. Subsequent Events)





Accounting
Basis


The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America.  The Company has
adopted a December 31 fiscal year end.





Use of
Estimates


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





Basic
Loss per Common Share





Basic
loss per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. In periods where losses are reported, the
weighted-average number of common shares outstanding excludes common stock
equivalents, if any, because their inclusion would be
anti-dilutive.





Forthe
                    Year Ended
                    December31,
                    2008
                  
                  
                  FromInception
                    onJune25,
                    2007Through
                    December31,
                    2007Loss
      (numerator)
                  
                  $
                  (39,749
                  )
                  
                  $
                  (24,517
                  )Shares
      (denominator)
                  
                  
                  60,400,000
                  
                  
                  
                  60,400,000Per
      share amount
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )





Dividends


The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.





Cash and
Cash Equivalents


The Company
considers all highly liquid instruments purchased with a maturity of three
months or less to be cash equivalents to the extent the funds are not being held
for investment purposes.





Impairment
of Long-Lived Assets


The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.


F-6





1.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





Income
Taxes


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





SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.





The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:




For the
                    Year Ended
                    December 31,
                    2008
                  
                  
                  From Inception on
                    June 25,
                    2007 Through
                    December 31,
                    2007Income
      tax expense at statutory rate
                  
                  $
                  (15,502
                  )
                  
                  $
                  (9,561
                  )Change
      in Valuation allowance
                  
                  
                  15,502
                  
                  
                  
                  9,561Income
      tax expense per books
                  
                  $
                  -
                  
                  
                  $
                  -





Net
deferred tax assets consist of the following components as of:





December 31,
                    2008
                  
                  
                  December 31,
                    2007NOL
      carryover
                  
                  $
                  25,063
                  
                  
                  $
                  9,561Valuation
      allowance
                  
                  
                  (25,063
                  )
                  
                  
                  (9,561
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards of $64,266 for federal income tax reporting purposes are
subject to annual limitations. When a change in ownership occurs, net operating
loss carry forwards may be limited as to use in future years.
 
 Recently
Issued Accounting Pronouncements
 The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the results of operations,
financial position or cash flow.
  F-7





1.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





Recent
Accounting Pronouncements


In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities,  (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, “Earnings per
Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal
years beginning on or after December 15, 2008 and earlier adoption is
prohibited. We believe that the adoption of FSP EITF 03-6-1 will not have a
material effect on our financial position, results of operations or cash
flows.





In
December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in
Consolidated Financial
Statements —an amendment of ARB No. 51.  This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s financial position, results of operations
or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007),Business Combinations.’ This
Statement replaces FASB Statement No. 141,Business
Combinations , but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160,Noncontrolling Interests
in Consolidated Financial Statements .  The Company will adopt
this statement beginning January 1, 2009. The adoption of SFAS 141(R) impacted
the Company’s accounting and financial reporting related to a business
combination in April 2009 (see Note 5 Subsequent Events).





In
February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities —Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115Accounting for Certain
Investments in Debt and Equity Securities  applies to all
entities with available for sale or trading securities. Some requirements apply
differently to entities that do not report net income. SFAS No. 159 is effective
as of the beginning of an entities first fiscal year that begins after November
15, 2007. Early adoption is permitted as of the beginning of the previous fiscal
year provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157Fair Value
Measurements .  The Company adopted SFAS No. 159 beginning
March 1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.





In
September 2006, the FASB issued SFAS No. 157,Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal
year. The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.


F-8





2.
            COMMON
      STOCK





During
the period ended December 31, 2007, we issued 10,010,000 shares of common stock
to Mr. Arthur Kaplan, the Company’s president. These shares were issued at a
price of $0.0001 per share, for total proceeds of $1,010.




On
October 1, 2007, we completed an offering of shares of our common stock to a
total of twenty-nine (29) purchasers in an offering under Rule 504 of Regulation
D of the Securities Act of 1933. We issued 5,000,000 shares of our common stock
at the price of $0.001 per share for total proceeds of $5,620 (net of direct
issuance costs of $390).
 
 On May
29, 2008, the Company’s common stock was forward split on a 10 shares for 1
share basis. Effective June 2, 2009, our board of directors approved a forward
split of the Company’s common stock on the basis of four shares for each share
issued and outstanding.  The total number of authorized shares was not
changed. The accompanying financial statements reflect the forward stock splits
on a retroactive basis. The par value of the Company’s common stock remained at
$0.001 per share resulting in negative additional paid-in-capital to account for
certain shares issued at less than par value after adjusting for the
split.
 
 On June
4, 2009, the Company issued 996,000 shares of its common stock for consulting
services to a non-related third party valued at approximately $189,000. The
$189,000 fair value of the 300,000 shares was based on the Company’s stock price
on the date of grant and was expensed at the grant date as there was no
requisite service period.
 
 On
October 7, 2009 the Board of Directors granted 400,000 shares of common stock as
payment to Art Bertagnolli for accrued salary valued at approximately $60,000.
The $60,000 fair value of the 300,000 shares was based on the Company’s stock
price on the date of grant and was  expensed over the requisite
service period from April 2009 through September 2009.
 
 On
October 7, 2009, the Board of Directors granted 300,000 shares of common stock
to directors of the Company for director fees valued at approximately
$45,000.  The $45,000 fair value of the 300,000 shares was based on
the Company’s stock price on the date of grant and was expensed over the
requisite service period from July 2009 through September 2009.
 
 On
October 7, 2009 the Board of Directors granted 100,000 shares of common stock to
a consultant for services valued at approximately $15,000.  The
$15,000 fair value of the 100,000 shares was based on the Company’s stock price
on the date of grant and was expensed at the grant date as there was no
requisite service period.
 
 On
November 18, 2009, the Board of Directors granted 1,000,000 shares of common
stock for consulting fees to a non-related third party.  The $110,000
fair value of the 1,000,000 shares was based on the Company’s stock price on the
date of grant and was expensed at the grant date as there was no requisite
service period.





3.
            GOING
      CONCERN




The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.  However, the Company has not generated
revenues and has an accumulated deficit of $64,266 as of December 31,
2008.  The Company currently has limited liquidity, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.




Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.


F-9





4.
            RELATED
      PARTY TRANSACTIONS





In July
2007, we received a loan from a former officer and director in the amount of
$25,000 in the form of a convertible demand promissory note.  The note
bears interest at 10% per annum and is convertible into shares of our common
stock at an exercise price of $0.01 per share. Additionally, the holder may at
any time prior to payment in full of any outstanding principal and interest
payments, convert all or any portion of the loan to equity at a conversion price
of $0.01 per share of common stock. At December 31, 2008, if the holder
converted the entire principal balance of the loan, he would have received
2,500,000 shares of common stock. The Company evaluated the terms of the loan in
accordance with EITF 98-5 and EITF 00-27 and concluded that the conversion
feature of the loan did not result in a derivative or a beneficial conversion
feature since the loan is convertible into a fixed number of shares and the loan
was not convertible into shares of common stock at a discount to the market
value of the common stock at the time the loan was issued.
 
 During
2008, an officer and director paid $4,500 of expenses on behalf of the
Company. The advances were unsecured, non interest bearing, and had no specific
terms for repayment. The amount has been included in related party payables in
the financial statements as of December 31, 2008.





During
2008, a shareholder of the company paid for $930 of the Company’s legal
expenses. The $930 has been recognized as legal expenses and additional paid in
capital in the financial statements as of and for the year ended December 31,
2008.





In April
2009 (See Note 5 Subsequent Events) the Company’s former Chief Executive Officer
and sole director, Mr. Arthur Kaplan, agreed to purchase the Company’s cosmetics
business in exchange for the cancellation and return all of his common stock
into treasury and the forgiveness of debts owed to him. Specifically, in the
stock purchase agreement, Mr. Kaplan retired 10,100,000 shares of the Company’s
common stock and forgave the Company $33,194 in related party payables
(comprised of the $25,000 convertible demand promissory note, accrued interest
of $3,694 thereon and the $4,500 of advances) in exchange for our business of
developing, manufacturing, and selling organic personal care products
specifically for men and any assets that relate to that business.





5.
            SUBSEQUENT
      EVENTS





In April
2009, the Company completed its acquisition of Plantation Exploration, Inc., a
privately held Texas corporation (“Plantation Exploration”). In conjunction with
the acquisition of Plantation Exploration, the Company merged into a
wholly-owned subsidiary of the Company, Savoy Energy Corporation and changed
our name to Savoy Energy Corporation.





Following
are the terms of the Purchase Agreement:





·
            The
      sole shareholder of all of the capital stock of Plantation Exploration
      issued and outstanding immediately prior to the closing of the Merger
      exchanged his shares into 2,000,000 shares of our common stock. As a
      result, the sole shareholder of Plantation Exploration received 2,000,000
      newly issued shares of our common
stock.





·
            As
      a result, immediately following the Merger, there were 17,100,000 shares
      of our common stock issued and
outstanding.





·
            Our
      board of directors was reconstituted to consist of Arthur Bertagnolli who,
      prior to the merger, was the sole director of Plantation
      Exploration.  In connection with the merger, we entered into an
      employment agreement with Mr. Bertagnolli to serve as CEO and director of
      our company.  The Company determined that the amounts included
      in the employment agreement should be accounted for separately from the
      business combination and considered post-combination events that will be
      treated as compensation expense in the post-combination financial
      statements. In making the assessment, the Company considered the factors
      in FASB ASC paragraph 805-10-55-18, which include: (a) reasons for the
      transaction; (b) who initiated the transaction; and (c) and the timing of
      the transaction.





The
preliminary purchase price of Plantation Exploration was approximately $160,000,
consisting of the Company’s common stock valued at approximately $160,000. The
value of the 2,000,000 shares of the Company’s common stock issued was
determined using acquisition-date fair value of $0.08 per share on April 2,
2009.




The
following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at the date of acquisition. The purchase price allocation
herein is based on management’s preliminary assessment of the fair value of both
the assets acquired and liabilities assumed. The Company is in the process of
reviewing the preliminary valuation of certain acquired  assets and
liabilities; thus, the allocation of the purchase price is subject to
refinement.


F-10




Current
      assets
                
                $
                6,000Property,
      plant, and equipment
                
                
                810,000Other
      noncurrent assets
                
                
                -Identifiable
      intangible assets
                
                
                -Goodwill
                
                
                -Total
      assets acquired
                
                
                816,000Current
      liabilities
                
                
                647,000Other
      noncurrent liabilities
                
                
                9,000Long-term
      debt
                
                
                -Total
      liabilities assumed
                
                
                656,000Net
      assets acquired
                
                $
                160,000





There was
no acquired identifiable intangible assets, customer relationships, developed
technology or  trade names. The excess of the fair value of the
consideration paid by the Company over the fair value of the net assets of
Plantation Exploration was assigned to its oil and gas properties (property,
plant and equipment in the table above).





Immediately
following the closing of the Merger, in a separate transaction, our former Chief
Executive Officer and sole director, Mr. Arthur Kaplan, agreed to purchase our
former cosmetics business in exchange for the cancellation and return all of his
common stock into treasury and the forgiveness of debts we owed to him. Mr.
Kaplan retired 10,100,000 shares of our common stock and forgave our company
$33,194 in related party payables in exchange for our prior business of
developing, manufacturing, and selling organic personal care products
specifically for men and any assets that relate to that business.





NOTE
10 – RESTATED FINANCIAL STATEMENTS





On August
27, 2009, the PCAOB revoked the registration of the Company’s former registered
public accounting firm, Moore & Associated Chartered because of violations
of PCAOB rules and auditing standards in auditing financial statements, PCAOB
rules and quality controls standards, and Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board
investigation.  The Company was notified by the SEC that a due to the
revocation, a reaudit of the Company’s financial statements for the year ended
December 31, 2008 would be required.





As a
result of the re-audit of December 31, 2008 and 2007 financial statements
material errors have been identified in its previously issued financial
statements.  These misstatements require that the financial statements
for the fiscal years ended December 31, 2008 and 2007 to be
restated.





Below is
a summary of the changes made to the financial statements previously filed for
the periods ended December 31, 2008 and December 31, 2007.


F-11





As of December 31, 2008
                          
                          As Originally
                            Reported
                          
                          
                          Adjustments
                          
                          
                          As RestatedCash
                          
                          
                          540
                          
                          
                          
                          
                          
                          
                          540Prepaid
      expenses
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          -Total
      Current Assets
                          
                          
                          540
                          
                          
                          
                          
                          
                          
                          
                          540TOTAL
      ASSETS
                          
                          
                          540
                          
                          
                          
                          
                          
                          
                          
                          540Accounts
      payable
                          
                          
                          2,258
                          
                          
                          
                          22,804
                          [1]
                          
                          
                          25,062Related
      party payables
                          
                          
                          29,500
                          
                          
                          
                          
                          
                          
                          
                          29,500Accrued
      interest payable
                          
                          
                          3,694
                          
                          
                          
                          
                          
                          
                          
                          3,694Total
      Current Liabilities
                          
                          
                          35,452
                          
                          
                          
                          22,804
                          
                          
                          
                          58,256Common
      stock
                          
                          
                          15,100
                          
                          
                          
                          45,300
                          [2]
                          
                          
                          60,400Additional
      paid-in capital
                          
                          
                          (9,090
                          )
                          
                          
                          (44,760
                          )[3]
                          
                          
                          (53,850
                          )Deficit
      accumulated during the development stage
                          
                          
                          (40,922
                          )
                          
                          
                          (23,344
                          )[4]
                          
                          
                          (64,266
                          )Total
      Stockholders’ Equity (Deficit)
                          
                          
                          (34,912
                          )
                          
                          
                          (22,804
                          )
                          
                          
                          (57,716
                          )TOTAL
      LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                          
                          
                          540
                          
                          
                          
                          
                          
                          
                          
                          540





For the year ended December 31, 2008
                    
                    As Originally
                      Reported
                    
                    
                    Adjustments
                    
                    
                    As RestatedRevenues
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -General
      and administrative expenses
                    
                    
                    8,363
                    
                    
                    
                    28,734
                    [5]
                    
                    
                    37,097Interest
      expense
                    
                    
                    2,652
                    
                    
                    
                    
                    
                    
                    
                    2,652Income
      tax expense
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -Net
      Loss
                    
                    
                    11,015
                    
                    
                    
                    28,734
                    
                    
                    
                    39,749Basic
      and dilutedNet
      loss per common share
                    
                    $
                    (0.00
                    )
                    
                    
                    
                    
                    
                    $
                    (0.00
                    )Weighted
      average common shares outstanding
                    
                    
                    15,100,000
                    
                    
                    
                    
                    
                    
                    
                    60,400,000





Adjustment
      Entry Description as of and for the year ended December 31,
      2008:[1]
                      Adjust
      for the accrual of legal fees for 2008 of $22,804 incurred in
      2008.[2]
                      Adjust
      for the 4:1forward stock split (June 2009) of
    $45,300.[3]
                      Adjust
      for the 4:1 forward stock split (June 2009) of $45,690 less the
      contribution of $930 of legal expenses paid for by a
      shareholder.[4]
                      Sum
      of the adjustments for the contribution of $930 of legal expenses paid for
      by a shareholder and the accrual of legal fees for 2008 of $22,804 less
      $390 direct issuances costs of common stock reclassified to additional
      paid in capital.[5]
                      Sum
      of the adjustments to accrue legal fees for 2008 of $22,804 incurred in
      2008, $5,000 paid in 2007, and $930 paid for by a
      shareholder.


F-12





As of December 31, 2007
                          
                          As Originally
                            Reported
                          
                          
                          Adjustments
                          
                          
                          As RestatedCash
                          
                          
                          2,145
                          
                          
                          
                          
                          
                          
                          2,145Prepaid
      expenses
                          
                          
                          -
                          
                          
                          5,000
                          [1]
                          
                          
                          5,000Total
      Current Assets
                          
                          
                          2,145
                          
                          
                          
                          5,000
                          
                          
                          
                          7,145TOTAL
      ASSETS
                          
                          
                          2,145
                          
                          
                          
                          5,000
                          
                          
                          
                          7,145Accounts
      payable
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          -Related
      party payables
                          
                          
                          25,000
                          
                          
                          
                          
                          
                          
                          
                          25,000Accrued
      interest payable
                          
                          
                          1,042
                          
                          
                          
                          
                          
                          
                          
                          1,042Total
      Current Liabilities
                          
                          
                          26,042
                          
                          
                          
                          
                          
                          
                          
                          26,042Common
      stock
                          
                          
                          15,100
                          
                          
                          
                          45,300
                          [2]
                          
                          
                          60,400Additional
      paid-in capital
                          
                          
                          (9,090
                          )
                          
                          
                          (45,690
                          )[3]
                          
                          
                          (54,780
                          )Deficit
      accumulated during the development stage
                          
                          
                          (29,907
                          )
                          
                          
                          (5,390
                          )[4]
                          
                          
                          (24,517
                          )Total
      Stockholders’ Equity (Deficit)
                          
                          
                          (23,897
                          )
                          
                          
                          (5,000
                          )
                          
                          
                          (18,897
                          )TOTAL
      LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                          
                          
                          2,145
                          
                          
                          
                          5,000
                          
                          
                          
                          7,145





For the period from Inception through December 31,
                      2007
                    
                    As Originally
                      Reported
                    
                    
                    Adjustments
                    
                    
                    As RestatedRevenues
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -General
      and administrative expenses
                    
                    
                    23,897
                    
                    
                    
                    (422
                    )[4]
                    
                    
                    23,475Interest
      expense
                    
                    
                    6,010
                    
                    
                    
                    (4,968
                    )[4]
                    
                    
                    1,042Income
      tax expense
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -Net
      Loss
                    
                    
                    29,907
                    
                    
                    
                    5,390
                    
                    
                    
                    24,517Basic
      and dilutedNet
      loss per common share
                    
                    $
                    (0.00
                    )
                    
                    
                    
                    
                    
                    $
                    (0.00
                    )Weighted
      average common shares outstanding
                    
                    
                    15,100,000
                    
                    
                    
                    
                    
                    
                    
                    60,400,000





Adjustment
      Entry Description as of and for the year ended December 31, 2007:[1]
                  Adjust
      for the prepayment of legal fees for 2008 of $5,000.[2]
                  Adjust
      for the 4:1forward stock split (June 2009) of $45,300.[3]
                  Adjust
      for the 4:1 forward stock split (June 2009) of
    $45,690.[4]
                  Sum
      of the adjustments to accrue legal fees for 2008 of $5,000 paid in 2007,
      $390 of direct issuance costs for common stock issued in 2007 to
      additional paid in capital and to reclassify $4,968 that was originally
      recorded as interest
expense.


F-13