UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Amendment No. 1 to

FORM 10-K/A



|(Mark one)
|----------
|          
|x         

For the Fiscal Year Ended August 31,
2014

OR

| 
|-
| 
|o

For the transition period from _________________to

|                                 | 
|-------------------------------- | 
|Commission File Number:000-54236 | 
|                                 | 
|                                 | 

JA Energy

(Exact name of registrant as
specified in its charter)

_________________

|Nevada                       |                                   | 27-3349143       |                     | 
|---------------------------- | --------------------------------- | ---------------- | ------------------- | 
|(State or Other Jurisdiction |                                   | (I.R.S. Employer |                     | 
|                             | of Incorporation or Organization) |                  | Identification No.) | 
|                             |                                   |                  |                     | 
|                             |                                   |                  |                     | 



|8250 W. Charleston Blvd, Suite 110, Las Vegas, NV |                                          | 89117 |           
|------------------------------------------------- | ---------------------------------------- | ----- | ----------
|                                                  | (Address of principal executive offices) |       | (Zip Code)
|                                                  |                                          |       |           
|                                                  |                                          |       |           



IMAGE
OMITTED(702) 544-0195

(Registrant’s telephone number,
including area code)



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



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

YesoNoþ



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesoNooNot Applicable





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



Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this
Form 10-K/A. [X]





|Large accelerated filer                      | oo | Accelerated filero        
|-------------------------------------------- | -- | --------------------------
|Non-accelerated filer                        | oo | Smaller Reporting Companyþ
|(Do not check if a smaller reporting company |    |                           



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



The aggregate market value of the Company's common shares
of voting stock held by non-affiliates of the Company at December 15, 2013, computed by reference to the last sale of $0.05 per-share
price quoted on the OTC-BB was $2,170,119.



As of December 15, 2013, there were 43,402,385 shares
of common stock, par value $0.001 per share, of the registrant outstanding.







Explanatory
Note



The
purpose of this Amendment No. 1 to the Annual Report on Form 10-K/A is to replace the Form
10-K erroneously filed, for a different company, by the Registrant on December 15, 2014, accession Number:0001350071-14-000122.
The EDGAR filing system does not allow the filing of two Form 10-K's for the same period; therefore, we are filing this amended
Form 10-K/A to correct this oversight. This amended filing represents the original Form 10-K for the year ending, August 31, 2014.



INDEX

|         | TITLE                                                                                      | PAGE
|-------- | ------------------------------------------------------------------------------------------ | ----
|         |                                                                                            |     
|ITEM 1.  | Business                                                                                   | 3   
|         |                                                                                            |     
|ITEM 2.  | Properties                                                                                 | 14  
|         |                                                                                            |     
|ITEM 3.  | Legal Proceedings                                                                          | 14  
|         |                                                                                            |     
|ITEM 4.  | Mine Safety Disclosures                                                                    | 14  
|         |                                                                                            |     
|ITEM 5.  | Market for Common Equity and Related Stockholder Matters                                   | 15  
|         |                                                                                            |     
|ITEM 7.  | Management’s Discussion and Analysis of Financial Condition                                | 17  
|         |                                                                                            |     
|ITEM 8.  | Financial Statement and Supplementary Data                                                 | 20  
|         |                                                                                            |     
|ITEM 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure       | 21  
|         |                                                                                            |     
|ITEM 9A. | Controls and Procedures                                                                    | 21  
|         |                                                                                            |     
|ITEM 10. | Directors, Executive Officers and Corporate Governance                                     | 24  
|         |                                                                                            |     
|ITEM 11. | Executive Compensation                                                                     | 24  
|         |                                                                                            |     
|ITEM 12. | Security Ownership of Certain Beneficial Owners Management and Related Stockholder Matters | 24  
|         |                                                                                            |     
|ITEM 13. | Certain Relationships and Related Transactions and Director Independence                   | 24  
|         |                                                                                            |     
|ITEM 14. | Principal Accounting Fees and Services                                                     | 24  
|         |                                                                                            |     
|ITEM 15. | Exhibits, Financial Statement Schedules                                                    | 26  

2

FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K/A
contains forward-looking statements. When used in this Quarterly Report on Form 10-K/A, the words "may," "could,"
"estimate," "intend," "continue," "believe," "expect" or "anticipate"
and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected
in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results,
performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements
contained in this Annual Report on Form 10-K/A. Important factors that could cause actual results to differ materially from our
forward-looking statements are set forth in this Annual Report on Form 10-K/A. Accordingly, readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the dates on which they are made. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth
in this Annual Report on Form 10-K/A. Except as required by federal securities laws, we are under no obligation to update any forward-looking
statement, whether as a result of new information, future events, or otherwise.

Although we believe that the expectations
reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected
or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties.

In this form 10-K/A references to "JA Energy",
"the Company", "we," "us," and "our" refer to JA Energy.



PART I

Item 1. Business

Corporate History

The Company was organized August 26, 2010 (Date of
Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production
Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed
on the Over the Counter Bulletin Board. In April of 2012 the Company removed the Shell Status. From August 2010 to May 2014 the
Company was in the business of designing a of suite modular, self-contained, fully automated, climate controlled units for distributed
production of energy. While some of these products we proven to be technologically viable, none were ever developed to the point
where they were ready for introduction to the marketplace.

At a meeting of the Stockholders of the Company on
September 30, 2014 the Stockholders approved a resolution to urge the Board of Directors of the Company spin-off the Company’s
assets and liabilities into a wholly-owned subsidiary and for each shareholder of the Company to receive a pro-rata share ownership
of the spin-off company. Further, the spin-off subsidiary would operate as an independent entity separate from the Company with
new management operating the current core business of the Company for the benefit of the original stockholders. Additionally, the
effect of this action would allow the Company to explore new business opportunities without the burden of the liabilities currently
on the books.

3





On September 30, 2014, the Board of Directors passed
a resolution to form a new company called Peak Energy Holdings (Peak) with each shareholder in the Company receiving one share
of common of Peak for each share of common stock in the Company and one share of preferred stock of Peak for each share of preferred
share of the Company.

In November 9, 2014, JA Energy (the "Company")
entered into an Irrevocable Asset and Liability Exchange Agreement. The Agreement deals with the dividend spin-off of JA Energy's
wholly owned subsidiary, Peak Energy Holdings. At the JA Energy annual shareholder meeting, held on September 30, 2014, the shareholders
of the Company approved the transfer all of the assets and liabilities of the Parent into a wholly own subsidiary. The subsidiary
will have the same characteristics and number of authorized and issued shares as the Parent, whereby all Preferred and Common shareholders
in the Parent will receive a pro-rata stock dividend in the subsidiary that is equal to the number of shares they owned in the
Parent on a one-for-one (1:1) basis. The major shareholders of the Company, entered into a separate agreement with regards to the
dividend spin-off. They agreed to the following points upon the dividend spin-off of the Peak Energy Holdings from JA Energy:

| | · | Mr. James Lusk [the largest debtor of JA Energy] agreed to transfer
as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Two of the major shareholder in JA Energy will transfer all ownership
of their Preferred and Common stock held in the subsidiary to Mr. James Lusk.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will transfer all of the common stock ownership he
owns and controls in JA Energy to the major shareholders.
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will provided a notarized signed letter addressed to
the Company and auditor that he agrees with this transfer as of March 31, 2014, all assets and liabilities from the Parent to the
Subsidiary to the extent legally assignable.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy warrants that any new liabilities incurred on the books
of JA Energy after April 1, 2014 will not be transferred to the subsidiary.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy represents and warrants that there have been no liabilities,
actual or contingent, created in the subsidiary. Prior to the effective time of the transfer, the subsidiary will have no assets
nor liabilities.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy warrants that since April 1, 2014, with the exception of
the Preferred voting shares, no other shares have been issued, awarded or pledged to be issued. The number of common shares issued
and outstanding in JA Energy at March 31, 2014 are the same number of the shares issued at the date of transfer.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





4

| | · | Once the transfer of assets and liabilities are completed and the
shares are exchanged, the subsidiary will be divested from JA Energy will operate independent as a separate entity of JA Energy
with its own management;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will take control of the Peak Energy Holdings, independent
of JA Energy.
| | - | ---------------------------------------------------------------------------------------



| | · | All Parties shallindemnify and hold harmless the other Parties
from and against any and all losses, damages, liabilities, resulting or arising from these transactions
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Agreement does not affect the other shareholders
in the Company who will maintain their share ownership of JA Energy, and have pro-rata ownership in Peak Energy Holdings following
the dividend spin-off.

As a result of the foregoing transaction, the Company
currently has no assets and minimal liabilities and is now considered a “Shell Company” Securities Act Rule 405 and
Exchange Act Rule 12b-2. Under the acts a Shell Company is define as a company, other than an asset-backed issuer, with no or nominal
operations; and no or nominal assets.

As of the date of this filing the Company has no assets,
minimal liabilities and no employees. It is the intention of management to keep current with financial reporting requirements and
explore various lines of businesses for the Company to enter. However, there can be no assurance that the Company will ever find
appropriate business to enter and furthermore, should management successfully identify such a business or businesses, there is
no assurance that we will successfully either enter those business or enter into a transaction with entities to allow us to enter
into those lines of business.



Item 1A. Risk Factors.

All parties and individuals reviewing this prospectus
and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful
review of the risk factors set forth herein and consideration of forward-looking statements contained in this annual report should
be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition,
and the need for additional working capital. If any of the following risks actually occur, our business, financial condition, results
of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

You should read the following risk factors carefully
before purchasing our common stock.





5

RISK FACTORS RELATING TO OUR FINANCIAL CONDITION

1. WE HAVE LIMITED HISTORICAL FINANCIAL INFORMATION
UPON WHICH YOU MAY EVALUATE OUR PERFORMANCE.

We have a limited operating history and we are subject
to all risks inherent in a developing business enterprise. Our likelihood of success must be considered in light of the problems,
expenses, difficulties, complications, and delays frequently encountered in connection with selling audio housing systems and the
competitive environment in which we operate. You should consider, among other factors, our prospects for success in light of the
risks and uncertainties encountered by companies that, like us, are in their early stages of research. We may not be able to successfully
address these risks and uncertainties or successfully implement our operating and acquisition strategies. If we fail to do so,
it could materially harm our business to the point of having to cease operations and could impair the value of our preferred and
common stock to the point that the investors may lose their entire investment. Even if we accomplish these objectives, we may not
be able to generate positive cash flows or profits that we anticipate in the future.

2. OUR AUDITORS HAVE MADE REFERENCE TO THE SUBSTANTIAL
DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCER. THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.

Our financial statements included with this Annual
Report for the year ended August 31, 2014 have been prepared assuming that we will continue as a going concern. Our auditors have
made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial
statements for the year ended August 31, 2014. Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors.
Since our auditors have raised a substantial doubt about our ability to continue as a going concern, this typically results greater
difficulty to obtain loans than businesses that do not have a qualified auditors opinion. Additionally, any loans we might obtain
may be on less advantageous terms. Our future is dependent upon our ability to obtain financing and upon future profitable operations
from our business. We plan to seek additional funds through private placements of our preferred and common stock. You may be investing
in a company that will not have the funds necessary to continue to deploy its business strategies. If we are not able to achieve
sufficient revenues or find financing to cover our expenses, then we likely will be forced to cease operations and investors will
likely lose their entire investment.

3. WE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT
ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE TO US.

We have prepared audited financial statements for the
year end for August 31, 2014. For the period from inception (August 26, 2010) through the year end for August 31, 2014, we experienced
an operating net loss of $ 2,786,688. Our ability to continue to operate as a going concern is fully dependent upon the Company
obtaining sufficient financing to continue its development and operational activities. The ability to achieve profitable operations
is in direct correlation to our ability to generate revenues or raise sufficient financing. It is important to note that even if
the appropriate financing is received, there is no guarantee that we will ever be able to operate profitably or derive any significant
revenues from its operation. If we run out of cash reserves, we would be forced to cease operations.



6



RISK FACTORS RELATING TO OUR COMPANY

4. SINCE WE HAVE JUST TRANSITIONED FROM A DEVELOPMENT
STAGE COMPANY TO A SHELL COMPANY AND CURRENTLY HAVE NO PLANS FOR FUTURE BUSINESSES, THERE ARE NO ASSURANCES THAT OUR THE COMPANY
WILL EVER BE SUCCESSFUL.

As of the date of this filing the Company has no assets,
minimal liabilities and no employees. It is the intention of management to keep current with financial reporting requirements and
explore various lines of businesses for the Company to enter. However, there can be no assurance that the Company will ever find
appropriate business to enter and furthermore, should management successfully identify such a business or businesses, there is
no assurance that we will successfully either enter those business or enter into a transaction with entities to allow us to enter
into those lines of business.

5. WE ARE IN A HIGHLY COMPETITIVE MARKET FOR A SMALL
NUMBER OF BUESINESS OPPORTUNITIES, THERE IS RISK THAT WE WOULD BE AN INSIGNIFICAN PARTICIPANT AMOUNG OTHER COMPANIES WITH LARGER
FINANCIAL RESOURCES.

The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities.
A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions
of companies that may be desirable target candidates for us.

Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will
also compete in seeking merger or acquisition candidates with numerous other small public companies

6. THE ISSUANCE OF ADDITIONAL STOCK TO COMSUMMATE A
BUSINESS COMBINATION WILL REDUCE YOUR PERCENTAGE OF OWNERSHIP IN THE COMPANY, AND REDUCE THE VALUE OF YOUR SHARES.

Our primary plan of operation is based upon a business
combination with a private concern that, in all likelihood, would result in the issuance of our securities to the shareholders
of the private company. The issuance of previously authorized and unissued common stock would result in reduction in percentage
of shares owned by present and prospective shareholders of the Company and may result in a change in control or management.

7. THERE IS A RISK WE WILL NOT BE ABLE TO IDENTIFY
ANY SUITABLE BUSINESS COMBINATIONS.

We have no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can
be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee
that we will be able to negotiate a business combination on favorable terms.







7

8. SINCE WE HAVE NOT CONDUCTED ANY MARKET REEARCH,
THERE IS A RISK THAT MERGER OR ACQUISITION OPPORTUNITIES DO NOT EXIT AT THE TIME.

We have neither conducted, nor have others made available
to us, results of market research indicating that market demand exists for the transactions we contemplate. Moreover, we do not
have, and do not plan to establish, a marketing organization. Even if demand is identified for a merger or acquisition, we cannot
assure you that we will be successful in completing a business combination.

9. THERE CAN BE NO ASSURANCE OF PROFITABILITY, EVEN
ONCE AN ACQUISITION HAS BEEN ACCOMPLISHED.

We have not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria that we will require a target business opportunity
to have achieved. Accordingly, we may enter into a business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative net worth or other characteristics that are indicative
of development stage companies.

10. THE REQUIREMENT OF AUDITED FINANCIAL STATEMENTS
MAY DISQUALIFY POTENTIAL BUSINESS OPPORTUNITIES.

Management believes that any potential business opportunity
must provide audited financial statements for review for the protection of all parties to the business combination. One or more
attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the
expenses associated with preparing audited financial statements.

11. IF OUR COMPANY IS NOT SUCCESSFUL, WE MAY OUR STOCKHOLDERS
MAY LOSE THEIR ENTIRE INVESTMENT IN US.

As discussed in the Notes to Financial Statements included
in this Annual Report, we experienced a net loss from operations of 2,788,878 for the year ending August 31, 2014 and currently
have an accumulated deficit of $5,180,577.

These factors raise substantial doubt that we will
be able to continue as a going concern. Our ability to continue as a going concern is dependent upon our successfully identifying
and engaging in a profitable line of business. We may not be successful in addressing these issues. If we cannot continue as a
going concern, our stockholders may lose their entire investment in us.

12. OUR COMPANY MAY REQUIRE ADDITIONAL CAPITAL
AND IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.

We may require additional capital to finance our continued
existence. To the extent that our resources are insufficient to fund our future activities, we may need to raise additional funds
through public or private financing. However, additional funding, if needed, may not be available on terms attractive to us, or
at all. Our inability to raise capital when needed could have a material adverse effect on our business, operating results and
financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our
company by our current shareholders would be diluted.





8



13. ONE SINGLE SHAREHOLDER OWNS 1,000,000 SHARES OF PREFERRED
STOCK WHICH GIVES HIM VOTING CONTROL OF THE COMPANY AND AS SUCH OTHER INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH
COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.



Our single largest shareholder, beneficially have the right
to vote approximately 32% of our outstanding common stock. As a result, these shareholders will have the ability to control substantially
all matters submitted to our stockholders for approval including: a) election of our board of directors; b) removal of any of our
directors; c) amendment of our Articles of Incorporation or bylaws; and d) adoption of measures that could delay or prevent a change
in control or impede a merger, takeover or other business combination involving us.



As a result of their ownership and positions, these
individuals have the ability to influence all matters requiring shareholder approval, including the election of directors and approval
of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our director
and executive officer could affect the market price of our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage
a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our
stock price or prevent our stockholders from realizing a premium over our stock price.

14. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS
AS A RESULT OF OPERATING AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO COMPLIANCE INITIATIVES.

As a fully reporting company, we will incur legal,
accounting and other expenses. Moreover, the Sarbanes- Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules
subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in
corporate governance practices. Our management will need to devote a substantial amount of time to these new compliance initiatives.
Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more
time-consuming and costly.

The Sarbanes-Oxley Act also requires, among other things,
that we maintain effective internal controls for financial reporting and disclosure controls and procedures. We must perform system
and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered
public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by the Sarbanes-Oxley
Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our
internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Sarbanes-Oxley will require
that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to comply
with the requirements of Sarbanes-Oxley in a timely manner, or if we or our independent registered public accounting firm identifies
deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our
stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would
require additional financial and management resources.





9



15. THE NATURE OF OUR OPERATIONS ARE HIGHLY SPECULATIVE.

The success of our plan of operation will depend to
a great extent on the operations, financial condition and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful
in locating candidates meeting that criteria. In the event we complete a business combination, the success of our operations may
be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

16. THERE MAY BE A POSSIBLE INABILITY TO FIND SUITABLE
EMPLOYEES.

In order to implement our business plan, management
recognizes that additional staff will be required. No assurances can be given that we will be able to find suitable employees that
can support our needs or that these employees can be hired on favorable terms. We do not plan to hire any additional employees
until our cash flows can justify the expense.



RISKS RELATING TO OUR COMMON SHARES

17. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON
SHARES, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our Articles of Incorporation authorize the issuance
of 70,000,000 shares of common stock and 5,000,000 preferred shares. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in
the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may
have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market
for our common stock.

18. ALTHOUGH OUR SHARES OF COMMON STOCK ARE QUOTED
ON A THE OTC-BB, THEY ARE PENNY STOCKS.

The Securities Enforcement and Penny Stock Reform Act
of 1990 requires additional disclosures relating to the market for penny stocks in connection with trades in any stock defined
as a penny stock. SEC regulations generally define a penny stock to be an equity security that has a market or exercise price of
less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any
equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation
for three years.

















10

Unless an exception is available, the regulations require
delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the
associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for
the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and
salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and
must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such 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 agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities
that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should
a public market ever develop, any market for our shares of common stock may not be liquid.

19. ALTHOUGH OUR STOCK IS LISTED ON THE OTC-BB, A TRADING
MARKET HAS NOT DEVELOPED, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.

There is currently no active trading market in our
securities and there are no assurances that a market may develop or, if developed, may not be sustained. If no market is ever developed
for our common stock, it will be difficult for you to sell any shares in our Company. In such a case, you may find that you are
unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all.

20. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS
ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.

We intend to retain any future earnings to finance
the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable
future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There
is no assurance that stockholders will be able to sell shares when desired.







11





21. WE HAVE ISSUED SHARES OF PREFERRED STOCK AND MAY
IN THE FUTURE ISSUE ADDITIONAL PREFERRED STOCK THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.

Our articles of incorporation authorize us to issue
up to 5,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the
relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder
approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders
preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our
common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the
common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock
could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult,
which may not be in your interest as holders of common stock.

22. WE HAVE NEVER DECLARED DIVIDENDS ON OUR COMMON
STOCK AND DO NOT PLAN TO DO SO IN THE FORESEEABLE FUTURE.

We intend to retain any future earnings to finance
the operation and expansion of its business and do not anticipate paying any cash dividends in the foreseeable future. As a result,
stockholders will need to sell shares of common stock in order to realize a return on their investment, if any. You should not
rely on an investment in our company if you require dividend income. The only possibility of any income to investors would come
from any rise in the market price of your stock, which is uncertain and unpredictable.

A holder of common stock will be entitled to receive
dividends only when, as, and if declared by the Board of Directors out of funds legally available therefore. We have never issued
dividends on our common stock. Our Board of Directors will determine future dividend policy based upon our results of operations,
financial condition, capital requirements, and other circumstances.

23. HOLDERS OF OUR PREFERRED AND COMMON STOCK HAVE
A RISK OF POTENTIAL DILUTION IF WE ISSUE ADDITIONAL SHARES OF PREFERRED AND/OR COMMON STOCK IN THE FUTURE.

Although our Board of Directors intends to utilize
its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any
future issuance of our common stock, the future issuance of additional shares of our preferred and common stock would cause immediate,
and potentially substantial, dilution to the net tangible book value of those shares of preferred and common stock that are issued
and outstanding immediately prior to such transaction. Any future decrease in the net tangible book value of our issued and outstanding
shares could have a material effect on the market value of the shares.









12

24. WE DO NOT HAVE INSURANCE AND, THEREFORE, LIABILITY
WE INCUR COULD HAVE SUBSTANTIAL IMPACT ON OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have limited capital and, therefore, we do not currently
have a policy of insurance against liabilities arising out of the negligence of our officer and director and/or arising from deficiencies
in any of our business operations. Even assuming we obtained insurance, there is no assurance that such insurance coverage would
be adequate to satisfy any potential claims made against us, our officers and directors, or our business operations or assets.
Any such liability which might arise could be substantial and would likely exceed our total assets. However, our Articles of Incorporation
and Bylaws provide for indemnification of officers and directors to the fullest extent permitted under Nevada law. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons, it is
the opinion of the U. S. Securities and Exchange Commission that such indemnification is against public policy, as expressed in
the Act, and is therefore, unenforceable.

25. IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL
CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD AND AS A RESULT, INVESTORS MAY BE MISLED
AND LOSE CONFIDENCE IN OUR FINANCIAL REPORTING AND DISCLOSURES, AND THE PRICE OF OUR PREFERRED AND COMMON STOCK MAY BE NEGATIVELY
AFFECTED.

The Sarbanes-Oxley Act of 2002 requires that we report
annually on the effectiveness of our internal control over financial reporting. A "significant deficiency" means a deficiency
or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet
important enough to merit attention by those responsible for oversight of the Company's financial reporting. A "material weakness"
is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely
basis.

As of August 31, 2014 management assessed the effectiveness
of our internal control over financial reporting based on the criteria for effective internal control over financial reporting.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards
of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent
with control objectives.

In addition, in connection with our on-going assessment
of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal
controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness
is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented or detected.

Failure to provide effective internal controls may
cause investors to lose confidence in our financial reporting and may negatively affect the price of our preferred and common stock.
Moreover, effective internal controls are necessary to produce accurate, reliable financial reports and to prevent fraud. If we
have deficiencies in our internal controls over financial reporting, these deficiencies may negatively impact our business and
operations.



13



Item 1B. Unresolved Staff Comments.

Not Applicable.



Item 2. Properties.

All administrative facilities are housed in in Las
Vegas, NV. The Company owns no real estate. Our office is currently located at 8250 W. Charleston Blvd, Suite 110, Las Vegas, NV
89117.

Our telephone number is: (702) 544-0195.



Item 3. Legal Proceedings.

We are not presently a party to
any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect
us.



Item 4. Mine Safety Disclosures

Not Applicable





14





PART II



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

(a) Market Information

JA Energy Common Stock,
$0.001 par value, can be found on the OTC-Bulletin Board under the symbol: JAEN. The Stock was first cleared for quotation on September
22, 2011.

There has been limited trading
of the Company’s stock, since it was listed on the OTC-BB, there are no assurances that a market will ever develop for the
Company's stock.



|Year ended August
        31, 2014 |  | High |      |  | Low
|---------------------------------- |  | ---- | ---- |  | ---
|First Quarter                      |  | $    | 0.96 |  |    
|Second Quarter                     |  | $    | 2.95 |  |    
|Third Quarter                      |  | $    | 2.58 |  |    
|Fourth Quarter                     |  | $    | 1.00 |  |    
|                                   |  |      |      |  |    



|Year ended August
        31, 2013 |  | High |      |  | Low |  
|---------------------------------- |  | ---- | ---- |  | --- | -
|First Quarter                      |  | $    | 1.00 |  |     | $
|Second Quarter                     |  | $    | 0.95 |  |     | $
|Third Quarter                      |  | $    | 1.22 |  |     | $
|Fourth Quarter                     |  | $    | 0.20 |  |     | $
|                                   |  |      |      |  |     |  



* The first trade of the Company’s
stock took place on October 25, 2011.



(b) Holders of Common Stock

As of December 15, 2014,
there were approximately one hundred twenty (110) holders of record of our Common Stock.







15

(c) Dividends

In the future we intend to follow a policy of retaining
earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future.
The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will
depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects
and other factors deemed relevant.

(d) Securities Authorized
for Issuance under Equity Compensation Plans

There are no outstanding grants or rights or any equity
plan in place.

(e) Recent Sales of Unregistered Securities

On April 10, 2014, pursuant to Section
4(2) of the Securities Act, the Company issued 5,000,000 unregistered restricted shares of common stock to James L. Lusk, CEO of
the Company, for his work and knowledge in inventing the MEG (formally known as “Electrical Generation System, Method of
Producing Electrical Energy, And Manufacturing An Electrical Generation System”). The 5,000,000 shares were issued in exchange
for Patent Application No. 61/909,919, Ref. No. 0348730-PROV3 for the MEG, and such patent was filed on November 27, 2013. The
inventors of this Patent have agreed to assign their rights and ownership of this invention to the Company in exchange for these
restricted common shares.



On June 6, 2014 the Company issued 1,000,000
shares of preferred shares in exchange for a Note Payable totaling $20,000 and accrued interest of $1,900.



(f) Issuer Purchases of Equity
Securities

We did not repurchase any of our
equity securities during the years ended August 31, 2014 or August 31, 2013.



Item 6. Selected Financial Data.

Not applicable.















16



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

Overview of Current Operations

This section of this Annual Report includes a number
of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking
statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or
words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from our predictions. The following discussion should be read in conjunction with our financial statements, including the notes
thereto, appearing elsewhere in this Prospectus. The discussion of results, causes and trends should not be construed to imply
any conclusion that these results or trends will necessarily continue into the future.



Results of Operations for the
year ended August 31, 2014 versus the year ended August 31, 2013.

Expenses



During the fiscal year ended August
31, 2014, the Company had total operating expenses of $252,784, as compared to total operating expenses of $648,270 for the same
period in 2013, and decrease of $395,486 or 61.0%. The decrease in expenses represented decrease in general and administrative
expenses of $396,186 partially offset by an increase in consulting fees of $700 for the same period last year.



Other expenses



During the fiscal year ended August
31, 2014, total other expense was $2,536,094 compared to $1,391,322 for the same period of the prior year, an increase of $1,144,772
or 82.3 %. Contributing to the increase was a write-off of intangible assets of $2,286,165 and a loss on abandonment of fixed assets
of $219,312in 2014. These amounts were partially offset by other expenses incurred in 2013 of a loss on abandonment of farming
operations of $503,533 and expense related to the issue of warrants for debt of $875,000. Also offsetting the increase was a decrease
of interest expense of $17,828 when comparing the year ended August 31, 2014 to the same period in 2014



Net loss

Based on the foregoing the Company
had a net loss of $2,788,878 for the year ended August 31, 2014 compared to a net loss of $2,039,592 for the same period in 2013.









17



Results of Operations for the
year ended August 31, 2014 versus the year ended August 31, 2012.

Revenues, Cost of Goods Sold
and Gross Profit

During the year ended August 31, 2012
the Company had revenues of $5,000 from the sale of 5,000 pounds of Jerusalem Artichoke Seeds at $1.00 per pound. These seeds came
from a Jerusalem Artichoke planting that took place in Colorado. This sale represents the entire crop available for sale, as the balance
of the crop was lost due to an early season heat wave. Cost of sales for this product was $3,750 resulting in a gross profit of
$1,250. There were no revenues during the period ended August 31, 2013.



Expenses



During the year ended August 31, 2013,
the Company had total operating expenses of $648,270 compared to total operating expenses of $277,323 for the same period last
year, an increase of $370,947 or 133.8%. The increase was primarily due to an increase in general and administrative expenses of
$375,414, partially offset by a decrease in consulting fees of $4,467 for the same periods.



Other expenses and income



Other expenses for the period
ended August 31, 2013 were $1,391,322 for the year ended August 31, 2013 compared to other income of $23 interest income in the
same period for 2013. The 2013 balance were primarily due to a loss on abandonment of farming operations of $503,533 and expense
related to the issue of warrants for debt of $875,000. Also, in 2014 the Company recognized $12,789 in interest expense.

Net loss

Based on the foregoing the Company
had a net loss of $2,039,592 for the year ended August 31, 2013 compared to a net loss of $276,050 for the same period in 2012.

Going Concern

As discussed above, we experienced a net loss from
operations of $ 2,786,688 for the year ending August 31, 2014 and currently have an accumulated deficit of $5,178,387.

These factors raise substantial
doubt that we will be able to continue as a going concern. Our ability to continue as a going concern is dependent upon our successfully
identifying and engaging in a profitable line of business. We may not be successful in addressing these issues.

Liquidity and Capital Resources

As of August 31, 2013 the Company has
no cash nor current assets but had current liabilities $773,299 including promissory notes and advances payable to our former CEO
and secured promissory notes payable to a stockholder.



The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely
affected the Company's ability to obtain certain projects and pursue additional business. The ability to raise necessary financing
will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions
prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable
to the Company, or at all.



18



Off-Balance Sheet Arrangements



We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to
investors.





New Accounting Standards



Management has evaluated recently issued accounting pronouncements
through August 31, 2014 and concluded that they will not have a material effect on the financial statements as of August 31, 2013.
However, for purpose of financial reporting the Company has elected early adoption of Accounting Standards Update No. 2014-10,
issued June 10, 2014, which removes the definition of a development stage entity from ASC Topic 915 and all distinction between
development stage entities and other reporting entities under GAAP. As a result we no longer report financial results showing inception
to date.



Recent Pronouncements



The Company's management has evaluated
all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that
any of these pronouncements will have a material impact on the Company's financial position and results of operations.



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

Not applicable.



19



Item 8. Financial Statements and
Supplementary Data.



Index to Financial Statements

|Financial Statements of JA Energy:                                                                                                                | Page
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting
        Firm                                                                                   | F-1 
|Balance Sheets as of August 31, 2014 and August 31, 2013                                                                                          | F-2 
|Statements of Operations for year ended August 31,
        2014, August 31, 2013 and the Period from June 26, 2009 (Inception) to August 31, 2014 | F-3 
|Statement of Stockholders' Deficit for the Period From
        June 26, 2009 (Inception) to August 31, 2014                                       | F-4 
|Statement of Cash Flows for year ended August 31, 2014,
        August 31, 2013 and the Period From June 26, 2009 (Inception) to August 31, 2014  | F-5 
|Notes to the Financial Statements                                                                                                                 | F-6 





20

Seale & Beers, CPAs

Certified Public Accountants

PCAOB Registered Auditors – www.sealebeers.com





REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of

JA Energy





We have audited the accompanying balance sheets of JA Energy
as of August 31, 2013 and August 31, 2014, and the related statements of income, stockholders’ equity (deficit), and cash
flows for each of the years in the two-year period ended August 31, 2014. JA Energy’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.



In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of JA Energy as of August 31, 2013 and 2014, and the related statements
of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2014
in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
negative working capital at August 31, 2014, has incurred recurring losses and recurring negative cash flow from operating activities,
and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ Seale and Beers, CPAs



Seale and Beers, CPAs

Las Vegas, Nevada

December 15, 2014





F-1

|JA Energy                                                                             
|--------------------------------------------------------------------------------------
|(A Development Stage Company)                                                         
|Balance Sheets                                                                        
|(Audited)                                                                             
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|The accompanying notes are an integral part of these consolidated financial statements



F-2









|JA Energy                                                                             
|--------------------------------------------------------------------------------------
|(A Development Stage Company)                                                         
|Consolidated Statements of Operations                                                 
|(Audited)                                                                             
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|The accompanying notes are an integral part of these consolidated financial statements



F-3











|JA Energy                          |                                                                                         
|---------------------------------- | ----------------------------------------------------------------------------------------
|(A Development Stage Company)      |                                                                                         
|Statement of Stockholders' Deficit |                                                                                         
|(Audited)                          |                                                                                         
|                                   |                                                                                         
|                                   |                                                                                         
|                                   |                                                                                         
|                                   | BALANCE, AUGUST 31, 2012                                                                
|                                   |                                                                                         
|                                   | Sale of common stock for cash at $0.50 per share                                        
|                                   | Warrants to purchase common stock  issued in                                            
|                                   | exchange for debt                                                                       
|                                   | Common stock issued for MDU cost                                                        
|                                   | Common stock issued for compensation                                                    
|                                   | Commons stock issued for accrued MDU cost                                               
|                                   | Common stock issued for accrued farming cost                                            
|                                   | Net loss                                                                                
|                                   | BALANCE, AUGUST 31, 2013                                                                
|                                   |                                                                                         
|                                   | Common stock issued in exchange for patent rights                                       
|                                   | Preferred stock issued in exchange for debt                                             
|                                   | Net loss                                                                                
|                                   | BALANCE, AUGUST 31, 2014                                                                
|                                   |                                                                                         
|                                   | The accompanying notes are an integral part of these consolidated  financial statements.
|                                   |                                                                                         





F-4











|JA Energy
        (A Development Stage Company)                                        
|---------------------------------------------------------------------------------------
|Statements of Cash Flows                                                               
|Audited                                                                                
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|The accompanying notes are an integral part of these consolidated  financial statements

F-5

JA Energy



Notes to Financial Statements



NOTE 1 – ABOUT THE COMPANY



The Company was organized August 26, 2010 (Date
of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production
Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed
on the Over the Counter Bulletin Board.



JA Energy was working to develop a suite of
products with a view of finding global energy solutions. Management believed non-oil-producing, agricultural-based countries are
spending large amounts of their gross domestic product to pay for fossil fuel to power their economies, and ethanol from sugar
beets or sugar cane to provide the electricity to replace diesel generation. With the base load power augmented by the photovoltaic
and CSP products, countries will be able to provide some of their energy needs from within and lessen their imports.



On September 30, 2014, the Board of Directors passed a resolution
to form a new company called Peak Energy Holdings (Peak) with each shareholder in the Company receiving one share of common of
Peak for each share of common stock in the Company and one share of preferred stock of Peak for each share of preferred share of
the Company.



In November 9, 2014, JA Energy (the "Company")
entered into an Irrevocable Asset and Liability Exchange Agreement. The Agreement deals with the dividend spin-off of JA Energy's
wholly owned subsidiary, Peak Energy Holdings. At the JA Energy annual shareholder meeting, held on September 30, 2014, the shareholders
of the Company approved the transfer all of the assets and liabilities of the Parent into a wholly own subsidiary. The subsidiary
will have the same characteristics and number of authorized and issued shares as the Parent, whereby all Preferred and Common shareholders
in the Parent will receive a pro-rata stock dividend in the subsidiary that is equal to the number of shares they owned in the
Parent on a one-for-one (1:1) basis. The major shareholders of the Company, entered into a separate agreement with regards to the
dividend spin-off. They agreed to the following points upon the dividend spin-off of the Peak Energy Holdings from JA Energy:



| | · | Mr. James Lusk [the largest debtor of JA Energy] agreed to transfer
as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Two of the major shareholder in JA Energy will transfer all ownership
of their Preferred and Common stock held in the subsidiary to Mr. James Lusk.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will transfer all of the common stock ownership he
owns and controls in JA Energy to the major shareholders.
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will provided a notarized signed letter addressed to
the Company and auditor that he agrees with this transfer as of March 31, 2014, all assets and liabilities from the Parent to the
Subsidiary to the extent legally assignable.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-6





| | · | 
| | - | 

JA Energy



Notes to Financial Statements



| | · | JA Energy warrants that any new liabilities incurred on the books
of JA Energy after April 1, 2014 will not be transferred to the subsidiary.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy represents and warrants that there have been no liabilities,
actual or contingent, created in the subsidiary. Prior to the effective time of the transfer, the subsidiary will have no assets
nor liabilities.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy warrants that since April 1, 2014, with the exception of
the preferred voting shares, no other shares have been issued, awarded or pledged to be issued. The number of common shares issued
and outstanding in JA Energy at March 31, 2014 is the same number of the shares issued at the date of transfer.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Once the transfer of assets and liabilities are completed and the
shares are exchanged, the subsidiary will be divested from JA Energy will operate independent as a separate entity of JA Energy
with its own management;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will take control of the Peak Energy Holdings, independent
of JA Energy.
| | - | ---------------------------------------------------------------------------------------



| | · | All Parties shall indemnify and hold harmless the other Parties from
and against any and all losses, damages, liabilities, resulting or arising from these transactions.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Agreement does not affect the other shareholders in the
Company who will maintain their share ownership of JA Energy, and have pro-rata ownership in Peak Energy Holdings following the
dividend spin-off.



As a result of the foregoing transaction, the Company currently
has no assets and minimal liabilities and is now considered a “Shell Company” Securities Act Rule 405 and Exchange
Act Rule 12b-2. Under the acts a Shell Company is define as a company, other than an asset-backed issuer, with no or nominal operations;
and no or nominal assets.































F-7





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



NOTE 2 - GOING CONCERN



These financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception
of $5,180,577. The Company has not generated any revenues to date, and its ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will
be used for further development of the Company's products, to provide financing for marketing and promotion and for other working
capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any
such activity will generate funds that will be available for operations.



These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.





NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES



The relevant accounting policies are listed below.



Basis of Accounting

The basis is United States generally accepted accounting
principles.



Cash and Cash Equivalents

The Company considers all short-term investments with a maturity
of three months or less at the date of purchase to be cash and cash equivalents.



Use of Estimates

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those estimates.



Advertising

Advertising costs are expensed when incurred. The Company
has not incurred any advertising expenses since inception.



F-8





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



Income Taxes

The provision for income taxes is the total of the current
taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences
exist between the period in which transactions affect current taxable income and the period in which they enter into the determination
of net income in the financial statements.



Revenue recognition

The Company recognizes revenue from product sales once all
of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have
been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably
assured.



Cost of product sold

The types of costs included in cost of product sold are raw
materials, packaging materials, manufacturing costs, plant administrative support and overheads, and freight and warehouse costs.



Year end

The Company's fiscal year-end is August 31.



Recent Accounting Pronouncements

The Company’s management has evaluated recently issued
accounting pronouncements through August 31 , 2014 and concluded that they will not have a material effect on the financial statements
as of August 31, 2013. However, for purpose of financial reporting the Company has elected early adoption of Accounting Standards
Update No. 2014-10, issued June 10, 2014, which removes the definition of a development stage entity from ASC Topic 915 and all
distinction between development stage entities and other reporting entities under GAAP. As a result we no longer report financial
results showing inception to date.

































F-9





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



NOTE 4 - STOCKHOLDERS’ EQUITY (DEFICIT)



The Company is authorized to issue 70,000,000
shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.



On September 1, 2010, a director of
the Company contributed capital of $325 for incorporating fees.



On November 8, 2010, a director of the
Company contributed capital of $2,500 for audit fees.



On January 14, 2011, a director of the
Company contributed capital of $3,865 for transfer and audit fees.



The Company was a subsidiary of Reshoot
Production Company. On January 31, 2011, the record shareholders of Reshoot Production Company received a spin off dividend of
one point 4 (1.4) common shares, par value $0.001, of JA Energy common stock for every share of Reshoot Production Company common
stock owned for a total 65,846,703 common shares issued.



In March 2011, an officer of the Company
returned 31,600,000 shares to treasury.



On March 1, 2011, a director of the
Company contributed capital of $5,000 for operating expenses.



On April 21, 2011, a director of the
Company contributed capital of $2,000 for operating expenses.



On April 21, 2011, the Company issued
270,000 shares of its $0.001 par value common stock valued at $27,000 in exchange for Jerusalem Artichoke tubers. These tubers
were essential in order for the Company to grow Jerusalem Artichokes for the subsequent conversion into ethanol.



On May 3, 2011, a former officer of
the Company returned 3,400,000 shares to treasury as part of an initiative to restructure the Company’s capital stock. Accordingly,
the return of these shares has been accounted for similar to a reverse stock split and has been applied on a retroactive basis.



On May 4, 2011, the Company issued 40,000
shares of its $0.001 par value common stock valued at $4,000 in exchange for bookkeeping and office support services.



On May 20, 2011, $20,000 was received
for shares to be issued on April 10, 2012.



On September 23, 2011, the Company issued
3,000,000 shares of its $0.001 par value common stock for cash of $75,000.



On April 10, 2012, the Company issued
3,000,000 shares of its $0.001 par value common stock for cash of $75,000, of which $20,000 was received on May 20, 2011 in the
form of contributed capital.



On June 21, 2012, the Company issued
100,000 shares of its $0.001 par value common stock for cash of $50,000.

F-10





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



On August 30, 2012 the Company sold
20,000 shares of its $0.001 par value common stock for cash for $10,000. The shares were issued after year end and the amount is
included in the Common Stock Payable.



On April 23, 2012, the Company recorded
a common stock payable of $3,750 for the shares due under contract to Rockey Farms, Owned by Director Sheldon Rockey, for farming
costs. As of August 31, 2012 no shares had been issued.



On January 16, 2012, the Company executed
a consulting contract with Desert Resources for an annual fee of $60,000 and 240,000 shares of common stock. The shares were valued
according to the fair value of the common stock based on the agreement date. Desert Resources is compensated in bi-weekly installments.
As of August 31, 2014, no shares had been issued and a total of $73,846 has been recorded to common stock payable.



On January 30, 2012, the Company recorded
$2,500 common stock payable cash for services rendered. As of August 31, 2014, no shares have been issued.



On August 30, 2012, the Company received
$10,000 from a director for shares to be issued. As of August 31, 2014, no shares have been issued.



On August 31, 2012, the Company recorded
a common stock payable for 500 shares of common stock due to a consultant for services rendered. The shares were valued at $425
according to the fair value of the common stock based on the record date. As of August 31, 2014, no shares have been issued.



On October 2, 2012, the Company issued
20,000 shares of its $0.001 par value common stock for $0.50 per share.



On June 24, 2013, the Company issued
440,000 shares of common stock for compensation of $369,600



On June 24, 2013, the Company issued
87,682 shares of common stock for MDU cost of $70,145.



On June 28, 2013 the Company issued
36,000 shares of common stock for a MDU cost $28,800.



On July 1, 2013 the Company issued 540,000
shares of common stock for farming cost $432,000.



On April 10, 2014, pursuant to Section
4(2) of the Securities Act, the Company issued 5,000,000 unregistered restricted shares of common stock to James L. Lusk, CEO of
the Company and two other individuals, for their work and knowledge in inventing the MEG (formally known as “Electrical Generation
System, Method of Producing Electrical Energy, And Manufacturing An Electrical Generation System”). The 5,000,000 shares
were issued in exchange for Patent Application No. 61/909,919, Ref. No. 0348730-PROV3 for the MEG, and such patent was filed on
November 27, 2013. The inventors of this Patent have agreed to assign their rights and ownership of this invention to the Company
in exchange for these restricted common shares.



On June 6, 2014 the Company issued 1,000,000
shares of preferred shares in exchange for a Note Payable totaling $20,000 and accrued interest of $1,900.

F-11

JA Energy

Notes to Financial Statements





NOTE 5 - RELATED PARTY TRANSACTIONS



On September 1, 2010, a director of
the Company contributed capital of $325 for incorporating fees.



On November 8, 2010, a director of the
Company contributed capital of $2,500 for audit fees.



On May 31, 2012, the Company entered
into a promissory note with the CEO and director for value loaned to the Company in the sum of $99,000 with terms of due upon demand
with a simple interest of 5% due monthly.



On April 23, 2012 the Company recorded
a Common Stock Payable of $3,750 for the shares due under contract to Rockey Farms, Owned by Director Sheldon Rockey for farming
costs. As of August 31, 2012 no shares have been issued.



The Chief Executive Officer loaned to
the Company $199,176, net of repayments, during the quarter ended November 31, 2012. The terms of the loan are due upon demand
with an annual interest rate of 5%. The Company paid the balance on the prior officer loan of $1,500 which was non-interest bearing.



The Chief Executive Officer loaned to
the Company $25,000 net of repayments, during the quarter ended February 28, 2013. The terms of the loan are due upon demand with
an annual interest rate of 5%.



The Chief Executive Officer loaned to
the Company $79,000 net of repayments, during the quarter ended May 31, 2013. The terms of the loan are due upon demand with an
annual interest rate of 5%.



The Chief Executive Officer loaned to
the Company $100,450 net of repayments, during the quarter ended August 31, 2013. The terms of the loan are due upon demand with
an annual interest rate of 5%.



The Chief Executive Officer loaned to
the Company $82,000 net of repayments, during the quarter ended November 30, 2013. The terms of the loan are due upon demand with
an annual interest rate of 5%.



The Chief Executive Officer advance
to the Company $91,500 net of repayments, during the quarter ended February 28, 2014.



The Chief Executive Officer advance
to the Company $5,452 net of repayments, during the quarter ended May 31, 2014.



The Chief Executive Officer advance
to the Company $1,167 net of repayments, during the quarter ended August 31, 2014.



As of August 31, 2014, at total of $65,500
in repayment had been made against total loans and advances $657,347. Additionally during the year ended August 31, 2014 the company
incurred interest expense of $27,871 of which $18,500 was paid. .



F-12





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



NOTE 6 - LOAN PAYABLE



The Company received a loan from US
Bank in the amount of $20,000 secured by the 2011 Ford Taurus. The loan is a fully amortized loan with monthly payments of $389
for 60 months.



|Period Ended    | Principle | Interest | Payments
|--------------- | --------- | -------- | --------
|August 31, 2015 | $4,068    | $599     | $4,668  
|August 31, 2016 | $4,330    | $388     | $4,668  
|August 31, 2017 | $3,040    | $66      | $3,106  



At August 31, 2014, the principal outstanding
on this loan was $11,438.



NOTE 7 - INVENTORY



The Company assesses the valuation of its inventories and
reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their
estimated net realizable value. The Company estimates the net realizable value of such inventories based on analyses and assumptions
including, but not limited to, historical usage, future demand, and market requirements. Reductions to the carrying value of inventories
are recorded in cost of product sold. If the future demand for the Company’s products is less favorable than the Company’s
forecasts, then the value of the inventories may be required to be reduced, which could result in additional expense to the Company
and affect its results of operations.



NOTE 8 - PROVISION FOR INCOME TAXES



The Company accounts for income taxes
under FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the liability method. ASC
740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the
periods in which the deferred tax assets and liabilities are expected to be settled or realized.



As of August 31, 2014, the Company had
net operating loss carry forwards of $1,576,739 that may be available to reduce future years’ taxable income through 2033.
Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred
tax asset relating to these tax loss carry-forwards. Net operation losses will begin to expire in 2030.

F-13





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



Components of net deferred tax assets, including a valuation
allowance, are as follows at August 31, 2014 and 2013:

|                                 |  | 2014                  |  | 2013                 
|-------------------------------- |  | --------------------- |  | ---------------------
|Deferred tax assets:             |  |                       |  |                      
|Net operating loss carry forward |  | $  1,648,063          |  | $        1,109,185   
|                                 |  |                       |  |                      
|Total deferred tax assets        |  | 576,822               |  | 388,215              
|Less: valuation allowance        |  | (576,822)             |  | (388.215)            
|Net deferred tax assets          |  | $                   - |  | $                   -



The valuation allowance for deferred
tax assets as of August 31, 2014 was $576,822, as compared to $388,215 as of August 31, 2013. In assessing the recovery of the
deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred
tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined
it was more likely than not the deferred tax assets would not be realized as of August 31, 2014 and August 31, 2013.



The provision for income taxes differs
from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources
and tax effects of the differences are as follows:



U.S federal statutory rate (35.0%)

Valuation reserve 35.0%

Total -%



At August 31, 2014, we had an unused
net operating loss carryover approximating $1,648,063that is available to offset future taxable income which expires beginning
2030.



NOTE 9 - ABANDONMENT OF FARMING OPERATIONS



During the year ended August 31, 2013,
the Company substantially completed the modular distillation unit (MDU), and abandoned the farming operations. The loss from ceasing
the farming operation is $503,533.

F-14





| | · | 
| | - | 

JA Energy

(A Development Stage Company)

Notes to Financial Statements



NOTE 10 - WRITE-OFF OF INTANGIBLE ASSET



As described in Note 4 to these financial
statements on April 10, 2014, the Company issued 5,000,000 unregistered restricted shares of common stock to James L. Lusk, the
then CEO of the Company, for his work and knowledge in inventing the MEG (formally known as “Electrical Generation System,
Method of Producing Electrical Energy, And Manufacturing An Electrical Generation System”). The 5,000,000 shares were issued
in exchange for Patent Application No. 61/909,919, Ref. No. 0348730-PROV3 for the MEG, and such patent was filed on November 27,
2013. As a result of this transaction the Company booked Intangible Assets related to the patent applications at a value of $2,250,000
which was the fair market value of the stock issued ($0.45 per share). Additionally, the Company capitalized $36,165 in legal expenses
related to the patent applications. Subsequent to the issuance of these shares and costs management decided that the value of the
patent applications was indeterminable and, as such wrote the value of the intangible assets to zero and booked a charge of $2,286,165
related to the write-off.





NOTE 11 - WRITE-OFF OF MDU FIXED ASSET



During the year ended August 31, 2014,
the Company wrote off it MDU demonstration unit resulting in a charge to other expense of $219,312.



NOTE 12 - NOTES PAYABLE



On April 4, 2014, the Company issued
a One-year Promissory Note (“the Note”) in the amount of $50,000 to a stockholder. The Note bears interest at 12% percent
per annum with interest due each month. In the event that interest is not paid within three days from the time it is due the Note
would be considered in default and would be fully due and payable. Additional consideration for the Note included the Chief Executive
Officer of the Company giving the note holder his voting proxy for all of the shares he held with the exception of voting on a
tender offer or a sale of the Company’s assets. As of May 8, 2014, the Note was in default.



On May 5, 2014, the Company issued a
second One-Year Promissory Note (“Second Note) in the amount of $20,000 to the same stockholder noted above. The Second Note
was issued with the restriction that the funds be used specifically to pay the Company’s Patent Counsel for fee to finalize
certain patent filings and was secured by all patents, and patent applications held by the Company. The Second Note bears interest
at 12% percent per annum with interest due each month. In the event that interest in not paid within three days from the time it
is due the Second Note would be considered in default and would be fully due and payable.



On June 6, 2014, the Company received
notices that it was in default of the two Promissory Notes described above. Rather than default on the Notes the Company issued
1,000,000 shares of $0.001 par value Voting Preferred Stock in exchange for Notes Payable totaling $20,000 plus forgiveness of
interest totaling $1,900. Additionally, the Company agreed to designate with the State of Nevada Secretary of State that each share
of preferred carries the voting power of 50 common shares. Finally, the shareholder has agreed to cancel the shares upon full payment
of the $50,000 Note, without accrued interest and the sale of five units of the MDU.

F-15





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



NOTE 13 - LOANS
PAYABLE.



The Company has received $15,000 as
a loan from a non - related third party. The loan is unsecured, payable on demand and non-interest bearing. The loan was received
on 03/01/2011 in the amount of $15,000. Effective March 19, 2013, the debt was exchanged for warrants to purchase up to 1,200,000
shares of common $.001 par value stock at $1.00 per share after March 19, 2014 and before March 19, 2017. For Financial reporting,
the exchange is recorded as a capital contribution of $890,000, and warrants expense of $875,000; common stock is not issued until
the warrants are exercised, fully diluted earnings (loss) per share include those exercisable by warrant.



NOTE 14 - RECENT ACCOUNTING PRONOUCEMENTS



The Company's management has evaluated
all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that
any of these pronouncements will have a material impact on the Company's financial position and results of operations.



NOTE 15 - SUBSEQUENT EVENTS



On September 30, 2014, the Board of Directors passed a resolution
to form a new company called Peak Energy Holdings (Peak) with each shareholder in the Company receiving one share of common of
Peak for each share of common stock in the Company and one share of preferred stock of Peak for each share of preferred share of
the Company.



In November 9, 2014, JA Energy (the "Company")
entered into an Irrevocable Asset and Liability Exchange Agreement. The Agreement deals with the dividend spin-off of JA Energy's
wholly owned subsidiary, Peak Energy Holdings. At the JA Energy annual shareholder meeting, held on September 30, 2014, the shareholders
of the Company approved the transfer all of the assets and liabilities of the Parent into a wholly own subsidiary. The subsidiary
will have the same characteristics and number of authorized and issued shares as the Parent, whereby all Preferred and Common shareholders
in the Parent will receive a pro-rata stock dividend in the subsidiary that is equal to the number of shares they owned in the
Parent on a one-for-one (1:1) basis. The major shareholders of the Company, entered into a separate agreement with regards to the
dividend spin-off. They agreed to the following points upon the dividend spin-off of the Peak Energy Holdings from JA Energy:

| | · | Mr. James Lusk [the largest debtor of JA Energy] agreed to transfer
as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Two of the major shareholder in JA Energy will transfer all ownership
of their Preferred and Common stock held in the subsidiary to Mr. James Lusk.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Mr. James Lusk will transfer all of the common stock ownership he
owns and controls in JA Energy to the major shareholders.
| | - | ---------------------------------------------------------------------------------------------------------------------------

F-16





| | · | 
| | - | 

JA Energy

Notes to Financial Statements



| | · | Mr. James Lusk will provided a notarized signed letter addressed to
the Company and auditor that he agrees with this transfer as of March 31, 2014, all assets and liabilities from the Parent to the
Subsidiary to the extent legally assignable.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy warrants that any new liabilities incurred on the books
of JA Energy after April 1, 2014 will not be transferred to the subsidiary.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy represents and warrants that there have been no liabilities,
actual or contingent, created in the subsidiary. Prior to the effective time of the transfer, the subsidiary will have no assets
nor liabilities.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | JA Energy warrants that since April 1, 2014, with the exception of
the Preferred voting shares, no other shares have been issued, awarded or pledged to be issued. The number of common shares issued
and outstanding in JA Energy at March 31, 2014 are the same number of the shares issued at the date of transfer.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Once the transfer of assets and liabilities are
completed and the shares are exchanged, the subsidiary will be divested from JA Energy will operate independent as a separate entity
of JA Energy with its own management;

| | · | Mr. James Lusk will take control of the Peak Energy Holdings, independent
of JA Energy.
| | - | ---------------------------------------------------------------------------------------



| | · | All Parties shall indemnify and hold harmless the other Parties from
and against any and all losses, damages, liabilities, resulting or arising from these transactions.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Agreement does not affect the other shareholders in the
Company who will maintain their share ownership of JA Energy, and have pro-rata ownership in Peak Energy Holdings following the
dividend spin-off.



As a result of the foregoing transaction, the Company currently
has no assets and minimal liabilities and is now considered a “Shell Company” Securities Act Rule 405 and Exchange
Act Rule 12b-2. Under the acts a Shell Company is define as a company, other than an asset-backed issuer, with no or nominal operations;
and no or nominal assets.

















F-17









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

None.



Item 9A(T). Controls and Procedures.

Evaluation of Disclosure Controls
and Procedures

Our disclosure controls and procedures,
as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information
is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow
timely decisions regarding required disclosures.

Management, with the participation
of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures
were not effective because of the "material weaknesses" described below under "Management's report on internal control
over financial reporting," which are in the process of being remediated as described below under "Management Plan to
Remediate Material Weaknesses."

Management's Report on Internal
Control over Financial Reporting

Our management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting,
as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

| | · | pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | · | provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and our Board of Directors; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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







21



Because of its inherent limitations,
a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives
of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.
Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations,
there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design
into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because
of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness
of our internal control over financial reporting as of August 31, 2013. In making its assessment, management used the criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below
that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over
financial reporting was not effective as of August 31, 2014.

A "material weakness"
is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will
not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation
issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation
of management's report on internal controls over financial reporting required for this annual report on Form 10-K/A, management
concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

2) insufficient written policies
and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements.

We do not believe the material
weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations
for the fiscal year ended August 31, 2014. However, management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material misstatement in our financial statements in future
periods.



22



Management Plan to Remediate
Material Weaknesses

Management is pursuing the implementation
of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate
duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the
accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors
who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight
in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.

We believe the remediation measures
described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting.
We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review
our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial
reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures described above.

Changes in Internal Control
over Financial Reporting

There were no changes in
our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during
the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

Item 9B. Other Information.

None.



23



PART III

Item 10. Director, Executive Officer and Corporate
Governance.

Information about executive officers is included in
Part I, Item 1 of this Annual Report on Form 10-K/A.

The following information required by this Item will
be included in the Company's definitive proxy statement for the Annual Meeting of Stockholders held on July 29, 2014 and is incorporated
herein by this reference:

- Information regarding directors of the Company.
- Information regarding the Company's Audit
Committee and designated "audit committee financial experts".
- Information on the Company's "Code
of Business Conduct and Ethics" for directors, officers and employees.

Item 11. Executive Compensation

The information required by this Item will be set
forth under the caption "Executive Compensation" in the Company's definitive proxy statement for the Annual Meeting of
Stockholders held on September 30, 2014 and is incorporated herein by this reference.

Item 12. Security Ownership of Certain Beneficial
Owners and Management and related stockholder matters

The information required by this Item will be set
forth under the caption "Stock Ownership" in the Company's definitive proxy statement for the Annual Meeting of Stockholders
held on September 30, 2014 and is incorporated herein by this reference.

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

The information contained under the captions "Certain
Relationships and Related Transactions" and "Director Independence" in the Company's definitive proxy statement
for the Annual Meeting of Stockholders held on September 30, 2014 is incorporated herein by reference in response to this item.

Item 14. Principal Accounting Fees and Services

The information required by this Item will be set
forth under the caption "Independent Public Accountants" in the Company's definitive proxy statement for the Annual Meeting
of Stockholders to be held on September 30, 2014 and is incorporated herein by reference.



24



PART IV

Item 15. Exhibits, Financial Statement Schedules.

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



(a) 1. Financial Statements

|                                                                 | Page
|---------------------------------------------------------------- | ----
|                                                                 |     
|Management's Report on Internal Control Over Financial Reporting | 21  
|Report of Independent Registered Public Accounting Firm          | F-1 
|Balance Sheets                                                   | F-2 
|Statements of Operations                                         | F-3 
|Statements of Stockholders' Equity                               | F-4 
|Statements of Cash Flows                                         | F-5 



(b) Financial Statement Schedules



None.





25



(c) Exhibit Index



|        |                           |                                                                                                 | Incorporated by reference |              
|------- | ------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------- | -------------
|Exhibit | Exhibit Description       | Filed herewith                                                                                  | Form                      | Period Ending
|3.1     | Articles of Incorporation |                                                                                                 | S-1                       | 8/31/10      
|        | 3.2                       | By-laws as currently in effect                                                                  |                           | S-1          
|        | 23.1                      | Consent of Auditor for financial statements
        dated December 2, 2015                      | X                         |              
|        | 31.1                      | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act | X                         |              
|        | 32.1                      | Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act | X                         |              
|        |                           |                                                                                                 |                           |              



26

SIGNATURES



Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                         | JA Energy
        Registrant |                                                                                                                                        
|------------------------ | ---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|                         |                              |                                                                                                                                        
|Date:  November 30, 2015 | /s/ Barry Hall               |                                                                                                                                        
|                         | Name: Barry Hall             |                                                                                                                                        
|                         |                              | Title: President, Director
        Principal Executive Officer
        Principal Financial Officer
        Principal Accounting Officer
|                         |                              |                                                                                                                                        





Pursuant to the requirements of the Securities Exchange
Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this
report below.

|                                              |  |                                                                                          |      |                  
|--------------------------------------------- |  | ---------------------------------------------------------------------------------------- | ---- | -----------------
|Signature                                     |  | Title                                                                                    | Date
|                                              |  |                                                                                          |     
|/s/
        Barry Hall
        Barry Hall     |  | President, Director and
        Chief Executive Officer,
        Chief Financial Officer |      | November 30, 2015
|                                              |  |                                                                                          |     
|/s/
        Frank Arnone
        Frank Arnone |  | Director                                                                                 |      | November 30, 2015









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