UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Amendment No. 1 to Form 10-K

(Mark One)

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

For the fiscal year ended: December 31, 2011

or

 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________
to ______________



Commission file number: 000-1471089



MANTHEY REDMOND CORPORATION.

(Exact name of registrant as specified
in its charter)



|Delaware                                 |  | 26-4722406         
|---------------------------------------- |  | -------------------
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|10940 Wilshire Boulevard, Suite 1600     |  |                    
|Los Angeles CA                           |  | 90024              
|(Address of principal executive offices) |  | (Zip Code)         



Registrant’s telephone number, including
area code: (310) 443-4116



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



Securities registered pursuant to Section
12(g): None



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



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



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





The registrant is a voluntary filer of reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, and has filed all such reports during the preceding
12 months.



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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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



Large
Accelerated filer ̈Accelerated filer ̈Non-accelerated filer ̈Smaller reporting companyx(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).  Yes ̈No.x



The aggregate market value of the voting stock held by non-affiliates
of the registrant based on the last sale price as of June 30, 2011 was $23,307,500.



As of March 30, 2012, the outstanding number of shares
of the Registrant’s common stock, par value $0.0001 per share was 10,250,000.



Documents incorporated by reference: none











EXPLANATORY NOTE



This Amendment No. 1 (“Amendment
No. 1”) to the Annual Report on Form 10-K of Manthey Redmond Corporation (together with its subsidiary, the “Company”,
“we”, “our”, or “us”) for the fiscal year ended December 31, 2011 as filed with the Securities
and Exchange Commission (“SEC”) on April 5, 2012 (the “2011 Annual Report”), is being filed to incorporate
the Company’s revisions and responses pursuant to certain comment letter from the Staff of the SEC dated October 19 , 2012
(the “SEC Comment Letter”).



As required by Rule 12b-15 of the Securities
Exchange Act of 1934, new certifications by the Company’s principal executive officer and principal financial officer are
filed herewith as exhibits to this Amendment No. 1.



This Amendment No. 1 does not
affect any other portion of the 2011 Annual Report. Additionally, except as specifically referenced herein, this Amendment No. 1
does not reflect any event occurring after April 5, 2012, the filing date of the 2011 Annual Report.



MANTHEY REDMOND CORPORATION



Form 10-K/A

For the Fiscal Year Ended December 31, 2011



Table of Contents



|           |                                                                                                              | Page
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I     |                                                                                                             
|           |                                                                                                             
|1.         | Business                                                                                                     | 3   
|1A.        | Risk Factors                                                                                                 | 6   
|1B.        | Unresolved Staff Comments                                                                                    | 10  
|2.         | Properties                                                                                                   | 10  
|3.         | Legal Proceedings                                                                                            | 10  
|4.         | (removed and reserved)                                                                                       | 10  
|           |                                                                                                              |     
|PART II    |                                                                                                             
|           |                                                                                                              |     
|5.         | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 10  
|6.         | Selected Financial Data                                                                                      | 11  
|7.         | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 11  
|7A.        | Quantitative and Qualitative Disclosures about Market Risk                                                   | 12  
|8.         | Consolidated Financial Statements and Supplementary Data                                                     | 13  
|9.         | Changes in and Disagreements with Accountants on Accounting and   Financial Disclosure                       | 14  
|9A.        | Controls and Procedures                                                                                      | 14  
|9B.        | Other Information                                                                                            | 14  
|           |                                                                                                              |     
|PART III   |                                                                                                             
|           |                                                                                                              |     
|10.        | Directors, Executive Officers and Corporate Governance                                                       | 15  
|11.        | Executive Compensation                                                                                       | 16  
|12.        | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 16  
|13.        | Certain Relationships and Related Transactions, and Director Independence                                    | 17  
|14.        | Principal Accounting Fees and Services                                                                       | 18  
|           |                                                                                                              |     
|PART IV    |                                                                                                             
|           |                                                                                                              |     
|15.        | Exhibits and Financial Statement Schedules                                                                   | 18  
|           |                                                                                                              |     
|SIGNATURES | 19                                                                                                          



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PART I



Item 1.      Business



Pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, this Amendment No. 1 to the Annual Report on Form 10-K contains forward-looking statements that
reflect our estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking
statements include all statements that are not historical facts. These statements are often identified by words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “plan,”
“may,” “should,” “will,” “would” and similar expressions. These forward-looking
statements are based on information available to us and are subject to numerous risks and uncertainties that could cause our actual
results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, the forward- looking
statements we make in this Annual Report. The discussion in the section “Risk Factors” in Item 1A. of this Annual
Report highlight some of the more important risks identified by management but should not be assumed to be the only factors that
could affect our future performance. Additional risk factors may be described from time to time in our future filings with the
Securities and Exchange Commission (SEC). Accordingly, all forward-looking statements should be evaluated with the understanding
of their inherent uncertainty. You should not place undue reliance on any forward-looking statements. Risk factors are difficult
to predict, contain material uncertainties that may affect actual results and may be beyond our control. Except as otherwise required
by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as
a result of new information, future events, changed circumstances or any other reason. Unless otherwise indicated or required
by the context, as used in this Amendment No. 1 to the Annual Report on Form 10-K, “MRC” and the terms “Company,”
“we,” “our” and “us” refer to Manthey Redmond Corporation. Manthey Redmond Corporation and
MRC are either registered trademarks or trademarks of Manthey Redmond Corporation. in the United States and/or other countries.
All other trademarks, service marks or trade names (if any) referred to in this Annual Report are the property of their respective
owners.



General



Manthey Redmond Corporation (MRC) is a development stage company
incorporated in Delaware in April, 2009, to exploit and market certain internal combustion engine technology now leased by it from
its Australian affiliate, Manthey Redmond (Aust) Pty Limited.  Manthey Redmond (Aust) Pty Limited., an Australian corporation
("Manthey Redmond (Aust)"), is the owner and developer of  the Manthey Redmond Eco-Engine, a fuel-efficient,
lightweight, low-emission, multi-fuel engine smaller and less expensive than conventional internal combustion engines initially
targeted for marine applications.



The Company has entered into two agreements with Manthey Redmond
(Aust):  (i) the licensing agreement for the development, manufacture, use, sale, and sublicense of the Manthey Redmond
Eco-Engine and all developed technology and products related to the technology (the "Technology") for a royalty payment
to Manthey Redmond (Aust) of 5% of annual gross profits and (ii) an investment agreement by which Manthey Redmond (Aust) will
fund the Company with monthly payments of $40,000, up to a maximum of $4,200,000 to assist the Company in its commercialization
and development of the Technology.  These two agreements and the development agreement discussed below are with Australian
affiliates that are owned and controlled by the officer and directors of the Company.



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MRC has also entered into a development agreement with Manthey
Holdings Pty Limited for the non-exclusive use of  Manthey Holdings' engineering facility and employees for research
and development of and related to the Technology for a monthly fee of $30,000.  Manthey Holdings is a 29.6% shareholder
in the Company.  The Company anticipates that it will endeavor to form co-development agreements and/or license agreements
to succeed the development agreement.  However, in the event that such relationships are not developed or not developed
sufficiently to manufacture and develop the engines, the Company maintains a direct relationship with the Manthey Holding's facility
which contemplates the possible extension of the development agreement.



Although the Technology is leased from an Australian company
and the research and development facility is outsourced to Australia, MRC intends to market the Technology principally in the United
States and will seek to form alliances with U.S. based manufacturers for such market development.  The Company will,
at least initially, utilize the facilities of its Australian affiliate for the research, design and development of the Technology
but the focus of such research, design and development will be for use and success of the Technology and Eco-Engine in the American
market.  Although outsourcing the research and manufacturing., the Company anticipates building its sales and marketing
network in the United States with a business plan and focus directed to the U.S. market.



In addition to the revenue provided by Manthey Redmond (Aust),
Manthey Redmond (US) will seek to raise revenue through co-development and co-licensing agreements with manufacturers principally
located in the United States.  Manthey Redmond (US) intends to market and sell the Manthey Redmond Eco-Engines in the
United States and to develop the sale of such engines for use in the stationary generator market in the United States.  To
develop such market, Manthey Redmond (US) intends to commence private demonstrations of its prototype engines targeted to manufacturers
of internal combustion engines, government agencies engaged in internal combustion engine research and development, and other consumers,
including governmental, of internal combustion engines.  The Company has not entered into any co-development or co-licensing
agreements with manufacturers in the United States as of the date of this filing.



The Company anticipates that Steven Manthey, President of the
Company, will conduct most of such demonstrations.  Steven Manthey resides outside the United States and when he is not
in the U.S., the business operations of the Company are conducted outside the U.S. as well.  Likewise, prototypes built
pursuant to the Development Agreement will be built in Australia until transported to the United States for the demonstrations
or pursuant to a sale or other commercial agreement.  Accordingly, the Company has no assets in the United States as
of the date of this filing but maintains an executive office suite in Los Angeles, California, to develop as its American company
headquarters.



By securing the use of the research and development facility,
MRC will be able to develop prototypes tailored to specific applications, such as the stationary generator market, outboard and
inboard marine market, heavy freight vehicle market, construction and rail vehicle markets and agricultural vehicle market.  The
research and development facility has the capability to manufacture these tailored products on a commercial scale thereby allowing
MRC to market and sell the engines directly without utilizing other manufacturers.  Management realizes possible inherent
limitations associated with having a facility situated in Australia, but it believes that it can initially meet production requirements
from this facility and as demand increases, it can establish manufacturing facilities within the United States.



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The Agreements



The two agreements with Manthey Redmond (Aust) contain no restrictions
on the Company on how to develop and commercialize the Technology but pursuant to the patent licensing agreement the Company is
obligated to cover all costs associated with the protection of the Technology including patent application and maintenance fees.  The
Company is not obligated to use funds received under the investment agreement to pay obligations owed under the patent license
agreement or development agreement if it were able to raise funds elsewhere.  However, until such time as the Company
can develop another source of revenue to meet its patent license and development agreement obligations, it will be necessary for
it to use the funds from the investment agreement to pay those obligations.  Pursuant to the development agreement with
Manthey Holdings, the Company is obligated to fund the ongoing development of the Technology by its inventor, Steven Charles Manthey,
the president and a director of the Company.  The development agreement with Manthey Holdings not only secures the non-exclusive
use of a development facility, but also ensures the ongoing involvement of Steven Charles Manthey, its sole director and shareholder.  Payments
under the development agreement to Manthey Holdings were scheduled to commence in November, 2009 to coincide with the delivery
of the newest prototype.



Steven Charles Manthey is the president and a director of the
Company and beneficial owner of 29.6% of the Company's outstanding shares.  He is also the sole officer, director and
shareholder of Manthey Holdings, the company with which the Company has the development agreement.



In regard to Manthey Redmond (Aust), the source of the Company's
current funding, and Manthey Redmond Corporation,  the board of directors of each company is identical, namely consisting
of Steven Charles Manthey, Geoffrey Redmond and Timothy John Eric Redmond.



Until such time as MRC is able to enter into co-development
or co-licensing agreements or to develop a sales market for its engines, it is financially reliant on the funding provided by the
agreements entered into with Manthey Redmond (Aust).



Given that the composition of the boards of directors of Manthey
Redmond (Aust) and Manthey Redmond (US) is identical, there is a risk that the directors could vary or cancel the terms of the
Investment Agreement by which Manthey Redmond receives its current funding and thereby compromise the capacity of Manthey Redmond
(US) to continue its development and operations if it has not by such time secured other sources of revenue.



The principal offices of the Company are located at 10940 Wilshire
Boulevard, Suite 1600, Los Angeles, California 90024 and its telephone number is 310-443-4116.



5







The Technology



The Manthey Redmond Eco-Engine is a newly-developed, fuel-efficient,
lightweight, low-emission, multi-fuel engine smaller and less expensive than conventional internal combustion engines.  The
Technology will be initially targeted for use in marine engines (both inboard and outboard engines) but is also applicable to,
and will be marketed to, the stationary generator market, heavy freight vehicle market, construction vehicle market, locomotive
market and agricultural vehicle market.  During the three years in development, three prototypes of the Technology have
been produced with the third prototype to be available for demonstration in the U.S. market in 2012.  The three year
development period has been supervised by the inventor of the Technology (Steven Charles Manthey) and the three prototypes have
operated without any critical component failure.  Like other newly-developed technology, the Technology runs the risk
that the ultimate level of advancement from development will not be sufficiently superior to existing technology to warrant market
place advantage. Management believes, from the results of its prototype testing and comparison of the Technology to
current internal combustion engines, that internal combustion engines developed from the Technology are capable of halving the
size of internal combustion engines currently available in the market and dramatically reducing the weight.  Management
believes that the Technology's sustainable advantage arises from the reduction in uses of natural resources to build and fuel internal
combustion engines and the related reduction in emissions.



Report on Development of Technology



Development of the company’s licensed Technology is
conducted in a competitive business environment as new technology related to internal combustion engines attempting to make engines
more fuel efficient and more economical appear on the market frequently. The successful marketing of the Technology will depend
on the ability of the Company to demonstrate sustainable advantages over existing proven and other newly developed technology.
Specifically, the licensed Technology must prove successful in field testing and match dynamometer performances that earlier prototypes
of the Technology realized during laboratory testing.



Since the original 2009 prototype completed proof-of-concept
status, subsequent prototypes (through ongoing advancements to various internal components) have yielded greater torque - output
whilst maintaining the same cylinder displacement during dynamometer testing. In mid 2012 this ongoing refinement of the licensed
Technology progressed to marine field testing. This development milestone was delayed until a marine vessel was properly adapted
for prototype testing - a task undertaken by the Manthey Holdings’ development facility (the facility) in 2011 and completed
by mid 2012.



Once initial marine field testing commenced in mid 2012
it continued for approximately six (6) weeks so as to evaluate the performance of the engine in various conditions and under various
loads in a marine environment. Considerable data was collated during this period of evaluation by the facility’s development
team. Analysis by the facility’s development team (and particularly the inventor Steven Manthey) of the data highlighted
that greater performance could be realized through the improved design of certain engine components. In particular the data highlighted
that greater thermal efficiency was available for this latest prototype through improvements to air/fuel flow into the engine
and also by raising the prototype’s in-cylinder compression ratio. Such enhancements, if successful, can translate into
a more fuel efficient engine and further support the marketing of the licensed Technology and its performance when compared to
our competitors’ current and future products.



The facility has elected to test the prototype (incorporating
the new components) in the marine field testing vessel instead of on its laboratory’s dynamometer in the first instance.
Ultimately the current prototype will also be tested on the facility’s dynamometer as it will enable additional data to
be collated (particularly data related to emissions) to both further evaluate the performance of this prototype and identify possible
enhancements whilst also providing data for future marketing purposes.



Future Research and Development



The current prototype is spark-ignited and is expected to
have reached a suitable stage for marketing purposes to commence once the prototype has been evaluated on the Australia facility’s
dynamometer as discussed above. Marketing of this engine will focus on the small to mid range powered engines in various applications.
Future research planned for the Facility will target much larger applications such as heavy duty trucks and industrial power supply.
This research will center on the development of compression-ignition prototypes of the licensed Technology.



Item 1A.          
Risk Factors



Set forth below are the risks that we believe are material to
our investors. This section contains forward-looking statements. You should refer to the explanation of the qualifications and
limitations on forward-looking statements set forth at the beginning of Item 1 of this Annual Report.



Risks Related to Our Business and Industry



We face competition and technological advances by competitors.
There is significant competition among companies that design and manufacture internal combustion engines.  Newly developed
products could be more mechanically efficient and/or cost efficient than our current or future products. We also face indirect
competition from vehicles using alternative fuels such as electricity.



We
depend on intellectual property and the failure to protect our intellectual property could adversely affect our future growth
and success. As part of the ongoing commercialization strategy
of the licensed Technology, a revised provisional patent was filed by the Licensor in August 2012 and now forms part of the licensed
Technology to the Company. This revised provisional patent incorporates the enhancements referred to above.



We rely on patent, trademark and copyright law, trade secret
protection, and confidentiality and other agreements with affiliates, employees, customers, partners and others to protect our
intellectual property. However, some of our intellectual property is not covered by any patent or patent application, and, despite
precautions, it may be possible for third parties to obtain and use our intellectual property without authorization.



We do not know whether any patents will be issued from pending
or future patent applications or whether the scope of the issued patents is sufficiently broad to protect our technologies or processes.
Moreover, patent applications and issued patents may be challenged or invalidated. We could incur substantial costs in prosecuting
or defending patent infringement suits. Furthermore, the laws of some foreign countries may not protect intellectual property rights
to the same extent as do the laws of the U.S.



As part of our confidentiality procedures, we generally have
entered into nondisclosure agreements with affiliates, employees, consultants and corporate partners. We also have attempted to
control access to and distribution of our technologies, documentation and other proprietary information. We plan to continue these
procedures. Despite these procedures, third parties could copy or otherwise obtain and make unauthorized use of our technologies
or independently develop similar technologies. The steps that we have taken and that may occur in the future might not prevent
misappropriation of our solutions or technologies, particularly in foreign countries where laws or law enforcement practices may
not protect the proprietary rights as fully as in the U.S.



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There can be no assurance that we will be successful in protecting
our proprietary rights. Any infringement upon our intellectual property rights could have an adverse effect on our ability to develop
and sell commercially competitive internal combustion engines.



Potential for revenue may fluctuate due to certain regulatory,
marketing and competitive factors over which we have little or no control.



The factors listed below, some of which we cannot control, may
cause our potential for revenue and results of operations to fluctuate significantly:





| | · | Actions taken by regulatory bodies relating to the verification,
registration or health effects of our products.
| | - | ----------------------------------------------------------------------------------------------------------------

| | · | The timing and size of
customer purchases.
| | - | ------------------------------------------

| | · | Customer and/or business
partners concerns about the stability of our business which could cause them to seek alternatives to our solutions and products.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Increases in raw material
costs
| | - | -------------------------------

| | · | loss of key engineering
personnel
| | - | ---------------------------------

| | · | loss of key executive personnel
| | - | -------------------------------





Failure to attract and retain key personnel could have a material
adverse effect on our future success.

Our success depends, in part, on our ability to attract and
retain future key personnel, additional qualified management, marketing, scientific and engineering personnel, and develop and
maintain relationships with research institutions and other outside consultants. The loss of key personnel (including the loss
of key personnel employed by or contracted to Manthey Holdings Pty Ltd) or the inability to hire or retain qualified personnel,
or the failure to assimilate effectively such personnel, could have a material adverse effect on our business, operating results
and financial condition.



The Company is a development-stage company with no operating
history of its own.



Because the Company is a development-stage company with no operating
history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet
its projected business plan.  The Company has limited financial results upon which an investor may judge its potential.
The likelihood of its success must be considered in light of the problems, expenses, difficulties, complications and delays frequently
encountered by a small developing company starting a new business enterprise and the highly competitive environment in which it
will operate. Since MRC does not have a substantial operating history, it cannot assure an investor that its business will be profitable
or that it will ever generate sufficient revenues to meet its expenses and support its anticipated activities.



The Investment Agreement between the Company and Manthey Redmond
(Aust) Pty Ltd is governed by and enforceable under the laws of Queensland, Australia and the Company's officer and directors control
Manthey Redmond (Aust), therefore if Manthey Redmond (Aust) were to breach its agreement to fund the Company there may be little
or no likelihood that the officer and director would seek its enforcement and even if they chose to so enforce such enforcement
of the $40,000 monthly investment payment may be difficult or impossible.



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Pursuant to the investment contract between the Company and
Manthey Redmond (Aust) Pty Ltd, Manthey Redmond (Aust) makes a monthly payment to the Company of $40,000 for assistance in the
development and commercialization of the Technology.  Should Manthey Redmond (Aust) Pty Ltd stop making or reduce such
investment payments, the Company would be required to enforce the contract in Queensland, Australia and such enforcement may be
too costly for the Company to undertake.  Also, because the directors and controlling shareholders of Manthey Redmond
(Aust) are also the directors of the Company, a conflict may exist and the directors of the Company may determine, in breach of
their duty to the Company, not to attempt to enforce the Investment Agreement.  In addition, if the Company determined
to enforce the contract in Queensland, Australia, it may be at a significant disadvantage as such long distance legal matter may
be difficult to pursue and difficult to obtain a favorable judgment. The  loss of funding source for the Company would
impact its ability to proceed with its business plan in developing and marketing the commercial applications of the Eco-Engine
and developing additional technology.



Previous payments made by the Redmond Family Holdings provide
no assurance that such payments will continue.



Redmond Family Holdings has provided at least $50,000 per month
to Manthey Redmond (Aust) since October 2007.  This payment is the source of funds by which Manthey Redmond (Aust) intends
to meet its contractual obligation pursuant to the Investment Agreement to fund the Company $40,000 per month.  History
of the payments by the Redmond Family Holdings is not a guarantee such payments will continue.  Unforeseen circumstances
or other changes may, for whatever reason, make the Redmond Family Holdings unable or unwilling to continue such monthly payments.  The
Company has a contractual right to the continuation of these payments, but enforcement of such contract may be difficult if not
impossible if such contract were breached.



The success of the development and manufacturing of the Technology
by the Company is unknown and contains many inherent risks.



The company is dependent upon the performance and ultimate marketability
of the Technology which is untested in the market place.  The continuing development stage of the Technology and related
internal combustion engines may reveal failures in the Technology presently unknown and unanticipated by the Company and that can
not be resolved with adequate research and development. Such failures may not be immediately readily apparent and may occur only
after engines are placed in different applications or different climates throughout the world.  Likewise, at the manufacturing
stage, development and/or cost issues may arise presently unknown or unanticipated by the Company that render the production of
engines based on the Technology on a commercial scale impractical.



The Company may not be able to market the Technology as easily
and readily as it currently anticipates.



The internal combustion engine market is a highly competitive
market and new technology related to the internal combustion engine attempting to make engines more fuel efficient and more economical
appears on the market frequently.  The successful marketing of the Technology will depend on the ability of the Company
to demonstrate sustainable advantages over existing proven and other newly developed technology and the ability of the Company
to fund the marketing of these advantages.  The Company believes that its Technology is highly competitive and provides
provable and sufficient advantages but the Company cannot predict what new technology is being developed that may impact on the
Company's Technology and make it less attractive.



The controlling directors and beneficial shareholders of Manthey
Redmond (Aust) Pty Ltd are the directors and officers of the Company which creates a conflict of interest.



The directors and beneficial and controlling shareholders of
Manthey Redmond (Aust) are Steven Charles Manthey, Timothy John Eric Redmond and Geoffrey Redmond who are also the directors
of the Company.  As such they control the actions of Manthey Redmond (Aust).  If for any reason, they should
determine not to continue the research, development and commercialization of the Manthey Redmond Eco-Engine, they could effect
Manthey Redmond (Aust) board action to terminate or breach the agreements with the Company providing the monthly investment of
$40,000 and the licensing rights to the patent Eco-Engine and Technology; and as directors of the Company, they would also be in
a position to determine whether to pursue legal enforcement of either or both of the agreements. In effect, they could breach the
development agreement and/or the patent licensing agreement with the Company with no likely enforcement actions.  As
directors of the Company, Messrs. Redmond and Mr. Manthey have an obligation and duty to act in the best interests of the Company
and make the best business judgment for it; however, they each have this same duty and obligation to Manthey Redmond (Aust) as
directors of it as well and a breach of the agreements with the Company may be in the best interests and be the best business judgment
for that company despite its ramifications to the Company.  This would result in a conflict between the two companies
and the directors would be in a position to have to assist one at the expense of the other.



The sole officer and two directors of the Company beneficially
own and will continue to own a majority of the Company's common stock and, as a result, can exercise control over shareholder and
corporate actions.



The three directors (one of whom is the sole officer) of the
Company own 57.7% of the Company's outstanding common stock.  As such, they are able to control matters requiring approval
by shareholders, including the election of directors and approval of significant corporate transactions.  A director
is required to act in the best interest of the company and to make his best business judgments based on such best interests of
the company in approving corporate actions.  As a director, and when voting on matters under consideration by the board
of directors, the directors have a duty to act in the best interests of the Company; there is no such required duty when acting
as shareholders or voting on matters under consideration by shareholders.



The directors and executive officers all reside outside the
United States which may inhibit the ability of investors to bring any legal action or to enforce or collect on any favorable judgement
that in such case may be received.



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All the directors and the executive officer of the Company reside
outside of the United States which may compromise the ability of investors to enforce their legal rights or effect service of process
upon directors or executive officer or enforce civil or criminal judgments of United States courts against the Company, its directors
or executive officer. Likewise, other than the cash on hand, as of  the date of the registration statement, the Company
has no assets in the United States. In addition, the Company's  licensed research facility is located outside the United
States and the jurisdiction of the United States legal system.  This may render any monetary penalty (whether civil or
criminal in nature) obtained by any investor for any reason against the Company or any of its directors or executives difficult
if not impossible to enforce.



As the Technology licensed by the Company is not protected by
patent, the Company may find it difficult to protect it or additional developments based on the Technology and competitors or others
may develop or copy similar technology.



The Technology licensed by the Company is not protected by a
patent.  There is no such thing as a world patent and the issuance of a patent in Australian does not necessarily prohibit
others from using or developing the same technology. To protect its intellectual property, the Company will need to secure patent
protection for the Technology under the Patent Cooperation Treaty (PCT) and also lodge separate patent applications in countries
that are not members of the PCT. Under the PCT, member states, which include the United States and Australia, may initially lodge
one application and all member states will recognize this application as recording a "priority date" for the invention.
The Company has leased Technology that is the subject of a provisional patent lodged in Australia and as Australia is a member
of the PCT, the Company's leased intellectual property can be secured by the prosecution of a full patent application under the
PCT process. Should the PCT process not be correctly prosecuted, the Company may fail to secure a patent for the Technology in
all jurisdictions covered under the PCT and this could give rise to commercial harm. Likewise, if the Company becomes unable to
fund the prosecution of the PCT process, or fund patent application process in non-member countries, the Company would fail to
secure ongoing patent protection for the Technology and this could give rise to commercial harm. Moreover, to mitigate against
the risk of circumvention of its intellectual property, the Company will need to ensure that all initial demonstrations of the
technology are conducted on a private and confidential basis and that confidentiality agreements are entered into with organizations
seeking to view and evaluate the Technology.



The Company is a development stage company and has a correspondingly
small financial and accounting organization. Being a public company may strain the Company's resources, divert management’s
attention and affect its ability to attract and retain qualified directors.



The Company is a development stage company with a newly formed
and developing finance and accounting organization; the rigorous demands of being a public reporting company will require a large
and experienced finance and accounting group. As a public company, the Company will be subject to the reporting requirements of
the Securities Exchange Act of 1934. The requirements of these laws and the rules and regulations promulgated thereunder entail
significant accounting, legal and financial compliance costs, and have made, and will continue to make, some activities more difficult,
time consuming or costly and may place significant strain on the Company's personnel, systems and resources.



The Securities Exchange Act requires, among other things, that
the Company maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish
the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management
oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have
a material adverse effect on the Company's business, financial condition and results of operations.





9







These rules and regulations may also make it difficult and expensive
for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer
insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent,
will be significantly curtailed.



Government regulation could negatively impact the technology.



The Manthey Redmond Eco-Engine has been developed to
comply and surpass environmental standards and regulations for  air, water and noise as well as meet and surpass
regulations and guidelines for fuel efficiency and consumption. However, unforeseen changes in these regulations
and standards could have an impact on the business if any such changes were not able to be met by the Eco-Engine.



Item 1B. Unresolved Staff Comments



None.



Item 2. Properties



The company has an office in Sydney, Australia. On July 10,
2009, the Company also entered into a lease agreement with Premier Business Centers, under which the Company will lease approximately
165 square feet of office space located at 10940 Wilshire Boulevard, Suite 1600, Los Angeles, California 90024 at a monthly rate
of $1050. The lease term is month-to-month having commenced on  August 3, 2009.



Item 3.   Legal Proceedings



We are not involved in any legal proceedings.



Item  4.  (Removed and reserved)



Part II



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



Market Information



Our common stock is quoted on the OTCQB under the symbol “MHYR”.
There can be no assurance that a liquid market for our securities will ever develop. Transfer of our common stock may also be restricted
under the securities or blue sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an indefinite period of time.



The following table summarizes the high and low closing sales
prices per share of the common stock for the periods indicated as reported on the OTCQB:



|                                       |  | High ($) |      |  | Low ($) | 
|-------------------------------------- |  | -------- | ---- |  | ------- | 
|                                       |  |          |      |  |         | 
|Fiscal Year Ended December 31, 2011    |  |          |      |  |         | 
|                                       |  |          |      |  |         | 
|1st Quarter (January 3 – March 31):    |  |          | N/A  |  |         | 
|                                       |  |          |      |  |         | 
|2rd Quarter (April 1 – June 30):       |  |          | 7    |  |         | 
|                                       |  |          |      |  |         | 
|3nd Quarter (July 1 – September 30):   |  |          | 6.25 |  |         | 
|                                       |  |          |      |  |         | 
|4th Quarter (October 3 – December 30): |  |          | 4.99 |  |         | 



10







Performance Graph



We are a “smaller reporting company” and as such,
are not required to provide this information.



Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Securities



The Company has sold the following securities within the past
three years which were not registered under the Securities Act of 1933:



Since inception in April 2009, the Company issued 10,250,000
shares of its common stock at par ($.0001) to sixty-six (66) initial stockholders for an aggregate of $1,025, pursuant to an exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any
public offering. Each of the transactions was a private transaction with a person or entity related to or personally known to the
founder of the Company or one of its officers or shareholders. With the exception of Tiber Creek Corporation all of the issuances
were to entities neither citizens nor residents of the United States. There was no public solicitation or advertisement.



Holders of Common Equity



On March 28, 2012, we had 10,250,000 shares of common stock
issued and outstanding to 115 holders of record, and the closing price of our common stock as quoted on the OTCQB was $3.00 per
share. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks,
brokers, nominees or other fiduciaries.



Dividends



We have not paid cash dividends on any class of common equity
since formation.



Item 6.   Selected Financial Data



We are a “smaller reporting company” and, as such,
are not required to provide this information.



Statements of Operations Data



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



Overview



The Company was formed on April 20, 2009 and is a development
stage company with no operating revenues or profits.  The Company has developed three prototypes of the Manthey Redmond
Eco-Engine which will be tested for performance validation by government agencies and academic institutions.  After validation
of the tests, the Company will market the Eco-Engine to manufacturers in the United States, Australia and around the World.



Expenses and Capital Expenditures



Other than the development agreement for use of the testing
facilities at Manthey Holdings, the Company has not incurred any large expenses nor made or planned any large capital expenditures.



Results of Operations



For the year ending December 31, 2011 and for the year ending
December 31, 2010:



The Company was incorporated in April 2009 to primarily engage
business in the development and commercialization of the Manthey Redmond Eco-Engine and related Technologies.  For the
years ended December 31, 2011 and 2010, the Company had not generated any revenue.



The Company intends to continue research and development
of the Manthey Redmond Eco-Engine during 2012.  The Company received the updated prototype of the Eco-Engine in the
fourth quarter of 2010 and testing is being conducted on the engine at present.  Throughout 2012 the Company intends
to begin selective and proprietary marketing of the engine to potential end users and manufacturers and to possible interested
joint venture partners.  The Company incurred $259,645 and $406,678 operating expenses for the years ended December
31, 2011 and 2010, respectively, which primarily consisted of research and development expense of $139,000 and $360,000, professional
services of $93,968 and $33,488 and rent expense of $13,687 and $12,596, respectively.  In relation to professional
services in 2010 to 2011, the increase in 2011 relates to the commencement of recurring quarterly fees for accounting and auditing
services associated with the filing of Quarterly Reports, and also recurring stock transfer agent fees related to the company’s
stock quotation on the OTCBB. The period also included a one-off payment of $11,000 for legal consulting work. The research and
development expenses were incurred pursuant to the amended Development Agreement with Manthey Holdings on November 6, 2009, which
revises the commencement date of development service fee payment from July 1, 2009 to November 20, 2009.  Research
and development expenses of $139,000 incurred pursuant to the Development Agreement in 2011 were not paid and were recorded as
accrued expense.



11







Liquidity and Capital Resources



The following summarizes the key component of the company’s
cash flows for the years ended December 31, 2011 and 2010:



Net cash used in operating activities was $115,145 and $47,728
for the years ended December 31, 2011 and 2010, respectively, which were mainly driven by net losses in the amount of $259,645
and $406,678, partially offset by increases in accrued expense and other liabilities in the amount of $144,500 and $358,950, respectively.  Increases
in accrued expense and other liabilities were primarily to record unpaid research and development expenses to Manthey Holdings
Pty Ltd  pursuant to the Development Agreement.



Net cash provided by financing activities was $123,310 and $44,842
for the years ended December 31, 2011 and 2010, respectively.  During its initial organization, the Company received
$38,950 in advances from Manthey Redmond (Aust) not pursuant to the Investment Agreement, and is a loan, interest free, which must
be repaid.  No formal loan terms were established, but the Company intends to repay the loan once in a position to do
so.  In November 2009, March 2010, May 2010, January 2011, March 2011, June 2011, August 2011, September 2011, October
2011 and December 2011 the Company received $39,925, $955, $43,887, $29,596, $19,950, $20,000, $100, $4,986, $33,907 and $14,771
of capital injection, respectively from Manthey Redmond (Aust) pursuant to the Investment Agreement, which was recorded as additional
paid-in capital.



The Company’s consolidated financial statements are prepared
using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not
yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The
ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease
operations.  The accompanying consolidated financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.



Management’s Plan to Continue as a Going Concern



In order to continue as a going concern, the Company will need,
among other things, additional capital resources.  Management’s plans to obtain such resources for the Company
include (1) obtaining capital from the sale of its securities, (2) the sublicensing and sale of the Manthey Redmond Eco-Engine,
(3) additional capital injection from Manthey Redmond (Aust) pertaining to the Investment Agreement, and (4) short-term borrowings
from shareholders or related party when needed.  However, management cannot provide any assurance that the Company will
be successful in accomplishing any of its plans.



The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations.



Factors Affecting our Business and Prospects



See Item 1A. “Risk Factors.”



Item 7A.          
Quantitative and Qualitative Disclosures about Market Risk



In the opinion of management, with the exception of exposure
to current turmoil in the capital markets, we are not subject to any significant market risk exposure.



12







Item 8.   Consolidated Financial Statements and
Supplementary Data



MANTHEY REDMOND CORPORATION

(A Development Stage Company)



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011



|Report of Independent Registered Public Accounting Firm    | F-1
|---------------------------------------------------------- | ---
|                                                           |    
|Consolidated Balance Sheets                                | F-2
|                                                           |    
|Consolidated Statements of Operations                      | F-3
|                                                           |    
|Consolidated Statements of Changes in Stockholders’ Equity | F-4
|                                                           |    
|Consolidated Statements of Cash Flows                      | F-5
|                                                           |    
|Notes to Consolidated Financial Statements                 | F-6



13







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Manthey Redmond Corporation:



We have audited the accompanying consolidated balance sheets
of Manthey Redmond Corporation (the “Company”) (a development stage company) as of December 31, 2011 and 2010, and
the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the period from inception
(April 20, 2009) to December 31, 2011.  These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



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



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial positions of Manthey Redmond Corporation as of December
31, 2011 and 2010 and the consolidated results of its operations and its cash flows for the period from inception (April 20, 2009)
to December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.  As described in Note 1 of the financial statements,
the Company has been in the development stage since its inception (April 20, 2009) and continues to incur expenses.  The
Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations.  These
matters raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s
plan in regard to these matters is also described in Note 1 to the consolidated financial statements.  The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/KCCW Accountancy Corp.



Diamond Bar, California

March 28, 2012



F-1









MANTHEY REDMOND CORPORATION

(A Development Stage Company)



CONSOLIDATED BALANCE SHEETS



|                                                                           |  | December 31, 2011 |          |   | December 31, 2010 |  
|-------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | -
|Assets                                                                     |  |                   |          |   |                   |  
|                                                                           |  |                   |          |   |                   |  
|Current Assets                                                             |  |                   |          |   |                   |  
|Cash and cash equivalents                                                  |  | $                 | 9,734    |   |                   | $
|                                                                           |  |                   |          |   |                   |  
|Fixed Assets                                                               |  |                   | -        |   |                   |  
|                                                                           |  |                   |          |   |                   |  
|Other Assets                                                               |  |                   | 1,050    |   |                   |  
|                                                                           |  |                   |          |   |                   |  
|Total Assets                                                               |  | $                 | 10,784   |   |                   | $
|                                                                           |  |                   |          |   |                   |  
|Liabilities and Stockholders' Equity                                       |  |                   |          |   |                   |  
|                                                                           |  |                   |          |   |                   |  
|Current Liabilities                                                        |  |                   |          |   |                   |  
|Accrued expense                                                            |  | $                 | 507,727  |   |                   | $
|Other payable - related party                                              |  |                   | 38,950   |   |                   |  
|Total Current Liabilities                                                  |  |                   | 546,677  |   |                   |  
|                                                                           |  |                   |          |   |                   |  
|Stockholders' Equity                                                       |  |                   |          |   |                   |  
|Preferred stock - $.0001 par value; 20,000,000 shares authorized, 0 shares |  |                   |          |   |                   |  
|issued and outstanding                                                     |  |                   | -        |   |                   |  
|Common stock - $.0001 par value; 100,000,000 shares authorized,            |  |                   |          |   |                   |  
|10,250,000 shares issued and outstanding                                   |  |                   | 1,025    |   |                   |  
|Additional paid-in capital                                                 |  |                   | 208,077  |   |                   |  
|Accumulated deficit                                                        |  |                   | (744,996 | ) |                   |  
|Total Stockholders' Equity                                                 |  |                   | (535,894 | ) |                   |  
|                                                                           |  |                   |          |   |                   |  
|Total Liabilities and Stockholders' Equity                                 |  | $                 | 10,784   |   |                   | $



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



F-2









MANTHEY REDMOND CORPORATION

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                        |  | For The Year
 Ended December 31, 2011 |            |   | For The Year
 Ended December 31, 2010 |   |            | From April 20,
 2009
 (Inception)
 through December 31, 2011 | 
|----------------------------------------------------------------------- |  | ------------------------------------- | ---------- | - | ------------------------------------- | - | ---------- | ------------------------------------------------------------ | 
|                                                                        |  |                                       |            |   |                                       |   |            |                                                              | 
|Net revenue                                                             |  | $                                     | -          |   |                                       | $ | -          |                                                              | 
|                                                                        |  |                                       |            |   |                                       |   |            |                                                              | 
|Operating expenses                                                      |  |                                       |            |   |                                       |   |            |                                                              | 
|Research and development expense                                        |  |                                       | 139,000    |   |                                       |   | 360,000    |                                                              | 
|Advertising and promotion                                               |  |                                       | 1,417      |   |                                       |   | -          |                                                              | 
|Professional services                                                   |  |                                       | 93,968     |   |                                       |   | 33,488     |                                                              | 
|Rent expense                                                            |  |                                       | 13,687     |   |                                       |   | 12,596     |                                                              | 
|Other                                                                   |  |                                       | 11,573     |   |                                       |   | 594        |                                                              | 
|Total operating expenses                                                |  |                                       | 259,645    |   |                                       |   | 406,678    |                                                              | 
|                                                                        |  |                                       |            |   |                                       |   |            |                                                              | 
|Net loss                                                                |  | $                                     | (259,645   | ) |                                       | $ | (406,678   | )                                                            | 
|                                                                        |  |                                       |            |   |                                       |   |            |                                                              | 
|Net loss per common share - basic and diluted                           |  | $                                     | (0.03      | ) |                                       | $ | (0.04      | )                                                            | 
|                                                                        |  |                                       |            |   |                                       |   |            |                                                              | 
|Weighted average number of common shares outstanding, basic and diluted |  |                                       | 10,250,000 |   |                                       |   | 10,250,000 |                                                              | 



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



F-3









MANTHEY REDMOND CORPORATION

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY





|                                                |  | Common Stock |            |  | Additional |   |       |         |  |   | Total       | 
|----------------------------------------------- |  | ------------ | ---------- |  | ---------- | - | ----- | ------- |  | - | ----------- | 
|                                                |  |              |            |  |            |   |       | Paid-in |  |   | Accumulated | 
|                                                |  | Shares       |            |  | Amount     |   |       | Capital |  |   | Deficit     | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Balance at April 20, 2009 (Inception)           |  |              | -          |  |            | $ | -     |         |  | $ | -           | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Issuance of common stock                        |  |              | 10,250,000 |  |            |   | 1,025 |         |  |   | -           | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Net loss for the period ended December 31, 2009 |  |              | -          |  |            |   | -     |         |  |   | -           | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Capital contribution                            |  |              | -          |  |            |   | -     |         |  |   | 39,925      | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Balance at December 31, 2009                    |  |              | 10,250,000 |  |            |   | 1,025 |         |  |   | 39,925      | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Net loss for the year ended December 31, 2010   |  |              | -          |  |            |   | -     |         |  |   | -           | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Capital contribution                            |  |              | -          |  |            |   | -     |         |  |   | 44,842      | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Balance at December 31, 2010                    |  |              | 10,250,000 |  |            |   | 1,025 |         |  |   | 84,767      | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Net loss for the year ended December 31, 2011   |  |              | -          |  |            |   | -     |         |  |   | -           | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Capital contribution                            |  |              | -          |  |            |   | -     |         |  |   | 123,310     | 
|                                                |  |              |            |  |            |   |       |         |  |   |             | 
|Balance at December 31, 2011                    |  |              | 10,250,000 |  |            | $ | 1,025 |         |  | $ | 208,077     | 



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



F-4









MANTHEY REDMOND CORPORATION

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                   |  | For The Year
 Ended December 31, 2011 |          |   | For The Year
 Ended December 31, 2010 |   |          | From April 20,
 2009
 (Inception)
 through December 31, 2011 | 
|-------------------------------------------------- |  | ------------------------------------- | -------- | - | ------------------------------------- | - | -------- | ------------------------------------------------------------ | 
|CASH FLOWS FROM OPERATING ACTIVITIES               |  |                                       |          |   |                                       |   |          |                                                              | 
|Net loss                                           |  | $                                     | (259,645 | ) |                                       | $ | (406,678 | )                                                            | 
|Adjustments to reconcile net income to net cash    |  |                                       |          |   |                                       |   |          |                                                              | 
|provided by operating activities:                  |  |                                       |          |   |                                       |   |          |                                                              | 
|Decrease (increase) in assets:                     |  |                                       |          |   |                                       |   |          |                                                              | 
|Other assets                                       |  |                                       | -        |   |                                       |   | -        |                                                              | 
|Increase (decrease) in liabilities:                |  |                                       |          |   |                                       |   |          |                                                              | 
|Accrued expense and other liabilities              |  |                                       | 144,500  |   |                                       |   | 358,950  |                                                              | 
|Net cash used in operating activities              |  |                                       | (115,146 | ) |                                       |   | (47,728  | )                                                            | 
|                                                   |  |                                       |          |   |                                       |   |          |                                                              | 
|CASH FLOWS FROM FINANCING ACTIVITIES               |  |                                       |          |   |                                       |   |          |                                                              | 
|Borrowings from related party                      |  |                                       | -        |   |                                       |   | -        |                                                              | 
|Proceeds from issuance of common stock             |  |                                       | -        |   |                                       |   | -        |                                                              | 
|Additional capital contributions                   |  |                                       | 123,310  |   |                                       |   | 44,842   |                                                              | 
|Net cash provided by financing activities          |  |                                       | 123,310  |   |                                       |   | 44,842   |                                                              | 
|                                                   |  |                                       |          |   |                                       |   |          |                                                              | 
|NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS |  |                                       | 8,164    |   |                                       |   | (2,886   | )                                                            | 
|                                                   |  |                                       |          |   |                                       |   |          |                                                              | 
|CASH & CASH EQUIVALENTS, BEGINNING BALANCE         |  |                                       | 1,569    |   |                                       |   | 4,455    |                                                              | 
|                                                   |  |                                       |          |   |                                       |   |          |                                                              | 
|CASH & CASH EQUIVALENTS, ENDING BALANCE            |  | $                                     | 9,733    |   |                                       | $ | 1,569    |                                                              | 
|                                                   |  |                                       |          |   |                                       |   |          |                                                              | 
|SUPPLEMENTAL DISCLOSURES:                          |  |                                       |          |   |                                       |   |          |                                                              | 
|Interest paid                                      |  | $                                     | -        |   |                                       | $ | -        |                                                              | 
|Income tax paid                                    |  | $                                     | -        |   |                                       | $ | -        |                                                              | 



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



F-5







MANTHEY REDMOND CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – ORGANIZATION AND NATURE
OF OPERATIONS



Manthey Redmond Corporation (the “Company”)
is a development stage company incorporated in the State of Delaware in April, 2009 to research, design, manufacture, and market
technology now leased and to be developed by the Company. Manthey Redmond (Aust) Pty Ltd., an Australian corporation ("Manthey
Redmond (Aust)"), is the patent owner and developer of the Manthey Redmond Eco-Engine, a fuel-efficient, lightweight, low-emission,
multi-fuel engine smaller and less expensive than conventional internal combustion engines initially targeted for marine applications.



In May, 2009, the Company entered into
a Patent Licensing Agreements with Manthey Redmond (Aust) for the development, manufacture, use, sale, and sublicense of the Manthey
Redmond Eco-Engine and all developed technology and products related to the technology patent (the "Technology") for
a royalty payment to Manthey Redmond (Aust) of 5% of annual gross profits. Pursuant to an Investment Agreement entered into with
the Company in May, 2009, Manthey Redmond (Aust) agreed to fund to the Company monthly payments of $40,000 up to a maximum of $4,200,000
in aggregate to assist the Company in commercializing products based on the Technology. All three of the Company’s directors
serve as the directors of Manthey Redmond (Aust).



In May, 2009, the Company entered into
a Development Agreement with Manthey Holdings Pty Limited (“Manthey Holdings”) for the exclusive use of Manthey Holdings'
engineering facility and employees for research and development of and related to the Technology at a monthly fee of $30,000 up
to a maximum of $540,000 in aggregate. In November, 2009, the Development Agreement was amended to remove the exclusivity of the
use of Manthey Holdings’ engineering facility and employees, and to defer the commencement date of the agreement and first
payment to November 20, 2009. The Company’s president/director is the sole shareholder and director of Manthey Holdings which
serves as the trustee of the Manthey Holdings Trust. The Company’s president/director is also the beneficiary of the Manthey
Holdings Trust and may be deemed the beneficial owner of the 3,040,000 shares, or 29.6% of the Company’s common stock owned
by the Manthey Holdings Trust. On November 6, 2009, the agreement was amended to revise the commencement date of payment from July
1, 2009 to November 20, 2009. The maximum amount of $540,000 has been reached in the second quarter of 2011 under the development
agreement, $502,227 of which has not been paid. It was recorded as accrued expenses on the consolidated balance sheet as of December
31, 2011.



On June 23, 2011, the Company set up a
wholly owned subsidiary MRC Global Limited in Hong Kong.



NOTE 2 – GOING CONCERN



The Company’s consolidated financial
statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern,
which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company
has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going
concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease
operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.



Management’s Plan to Continue
as a Going Concern



In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for
the Company include (1) obtaining capital from the sale of its securities, (2) the sublicensing and sale of the Manthey Redmond
Eco-Engine, (3) additional capital injection from Manthey Redmond (Aust) pertaining to the Investment Agreement (see Note 3), and
(3) short-term borrowings from shareholders or related party when needed. However, management cannot provide any assurance that
the Company will be successful in accomplishing any of its plans.



F-6









MANTHEY REDMOND CORPORATION
(A Development Stage Company)
(NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations.



NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Fiscal Year



The fiscal year of the Company is January
1 to December 31.



Basis of Presentation



The accompanying consolidated financial
statements include the financial statements of Manthey Redmond Corporation and its wholly-owned subsidiary. All significant intercompany
account balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America.



Cash and Cash Equivalents



Cash and cash equivalents include unrestricted
deposits and short-term investments with an original maturity of three months or less. The Company minimizes its risk associated
with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At December 31, 2011 and 2010, the balances did not exceed the federally insured
limit. As of December 31, 2011 and 2010, cash and cash equivalent amounted to $9,734 and $1,569, respectively.



Revenue Recognition



We recognize product revenue when the following
fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) our price to
the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. We recognize
revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used
to determine the existence of an arrangement. Shipping documents and the completion of any customer acceptance requirements, when
applicable, are used to verify product delivery or that services have been rendered. We assess whether a price is fixed or determinable
based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We
will record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue
is recorded. These estimates will be based on historical sales returns when available, analysis of credit memo data, and other
factors known at the time.



Use of Estimates



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



F-7









MANTHEY REDMOND CORPORATION
(A Development Stage Company)
(NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Net Loss per Common Share



Basic net loss per share is calculated
by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share
reflects the potential dilution of securities by including common stock equivalents, such as stock options, stock warrants and
convertible preferred stock, in the weighted average number of common shares outstanding for a period, if dilutive. At December
31, 2011 and 2010, there were no potentially dilutive securities.



Recently Issued Accounting Pronouncements



The Company has adopted all recently issued
accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated
to have a material effect on the financial position or results of operations of the Company.



NOTE 4 – RELATED PARTY TRANSACTIONS



Advances from Related Party



On June 3, 2009, the Company received $38,950
of advances from Manthey Redmond (Aust), all directors of which are also directors of the Company. The advances were non-interest
bearing loan to be repaid at the discretion of the Board of Directors of the Company. As of December 31, 2011 and 2010, advances
from related party remained at $38,950.



Patent Licensing Agreement



On May 1, 2009, the Company entered into
a Patent Licensing Agreement with Manthey Redmond (Aust). Manthey Redmond is the owner, developer and patent applicant of the Eco-Engine
and all related technology (the "Technology") developed and to be developed. Pursuant to the agreement, Manthey Redmond
(Aust) has granted to the Company, a license to develop, manufacture, have manufactured, use and sell or supply the Technology
in return for a royalty fee equal to 5% of the Company's gross profits earned as a result of the license agreement. The Company
has the right to sublicense its rights under the agreement and is entitled to information and use of any inventions or improvements
on the Technology made by Manthey Redmond (Aust) without additional charge. Manthey Redmond (Aust) will apply for valid patents
pursuant to each invention or improvements on the Technology. The agreement may be terminated at the option of Manthey Redmond
(Aust) in the event that the Company becomes insolvent, or seeks protection from its creditors under any United States federal
or state bankruptcy act or if an outside administrator or controller is voluntary or involuntarily appointed to control the Company.
The agreement is subject to and governed by the law of Queensland, Australia.



Investment Agreement



On May 1, 2009, the Company entered into
an Investment Agreement with Manthey Redmond (Aust) by which Manthey Redmond (Aust) has agreed to invest a non-refundable amount
of $40,000 per month beginning July 1, 2009, aggregating $4,200,000 to assist the Company in commercializing products based on
the Technology. Manthey Redmond (Aust) may terminate this agreement in the event that the Patent Licensing Agreement is terminated.
The agreement is subject to and governed by the law of Queensland, Australia.



F-8









MANTHEY REDMOND CORPORATION
(A Development Stage Company)
(NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





In November 2009, March 2010, May 2010,
January 2011, March 2011, June 2011, August 2011, September 2011, October 2011 and December 2011 the Company received $39,925,
$955, $43,887, $29,596, $19,950, $20,000, $100, $4,986, $33,907 and $14,771 of capital injection, respectively from Manthey Redmond
(Aust) pursuant to the Investment Agreement, which was recorded as additional paid-in capital.



Development Agreement



On May 1, 2009 the Company entered into
a Development Agreement with Manthey Holdings by which, commencing July 1, 2009, Manthey Holdings will provide exclusive use of
its engineering facility and employees for the purpose of research and development related to the Technology for which the Company
will pay Manthey Holdings $30,000 per month beginning July 1, 2009 up to a maximum of $540,000 at which time the agreement shall
terminate. On November 6, 2009 the Company entered into an amended Development Agreement dated May 1, 2009 with Manthey Holdings.
The amended agreement removed the exclusivity of the use of Manthey Holdings’ engineering facility and employees, and deferred
the commencement date of the agreement and first payment to November 20, 2009. Our president/director is the sole shareholder and
director of Manthey Holdings which serves as the trustee of the Manthey Holdings Trust. Our president/director is also the beneficiary
of the Manthey Holdings Trust and may be deemed the beneficial owner of the 3,040,000 shares, or 29.6% of the Company’s common
stock owned by the Manthey Holdings Trust.



On November 6, 2009, the agreement was
amended to revise the commencement date of payment from July 1, 2009 to November 20, 2009. For the year ended December 31, 2011,
the Company incurred $140,050 of service fees pursuant to the amended agreement with Manthey Holdings and recorded in accrued expense.
As of June 30, 2011, the maximum amount of $540,000 has been reached under the development agreement, $502,227 of which has not
been paid. It was recorded as accrued expenses on the balance sheet.



The agreement will also terminate in the
event that the Patent Licensing Agreement is terminated. Manthey Holdings has agreed to build and test prototypes based on the
Technology at its research facility. The agreement is subject to and governed by the law of Queensland, Australia.



NOTE 5 - ACCRUED EXPENSES



Accrued expenses consisted of the following:



|                                                         |  | December 31, 2011 |         |  | December 31, 2010 |  
|-------------------------------------------------------- |  | ----------------- | ------- |  | ----------------- | -
|Accrued research and development expense – related party |  | $                 | 502,227 |  |                   | $
|Accrued professional fees                                |  |                   | 5,500   |  |                   |  
|Accrued rent                                             |  |                   | -       |  |                   |  
|Total                                                    |  | $                 | 507,727 |  |                   | $



F-9









MANTHEY REDMOND CORPORATION
(A Development Stage Company)
(NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6 – STOCKHOLDERS’ DEFICIT



The Company is authorized to issue 100,000,000
shares of common stock with a par value of $.0001 and 20,000,000 shares of preferred stock with a par value of $.0001. On June
1, 2009, the Company issued 10,250,000 shares of common stock at par value to its sixty-six (66) initial stockholders.



Holders of shares of common stock are entitled
to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting
rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the
board of directors in its discretion from funds legally available therefore. In the event of a liquidation, dissolution or winding
up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders
of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights
or sinking fund provisions with respect to the common stock.



In November 2009, March 2010, May 2010,
January 2011, March 2011, June 2011, August 2011, September 2011, October 2011 and December 2011, the Company received $39,925,
$955, $43,887, $29,596, $19,950, $20,000, $100, $4,986, $33,907 and $14,771 of capital injection, respectively from Manthey Redmond
(Aust) pursuant to the Investment Agreement (see Note 4), which was recorded as additional paid-in capital.



NOTE 7 – OPERATING LEASES



On July 10, 2009, the Company entered
into a lease agreement with Premier Business Centers, under which the Company will lease approximately 165 square feet of office
space located at 10940 Wilshire Boulevard, Suite 1600, Los Angeles, California 90024 at a monthly rate of $1,050. The lease term
is month-to-month commencing August 3, 2009 with security deposit of one-month rent of $1,050 recorded as Other Assets as of December
31, 2011 and 2010.



F-10







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



None.



Item 9A.          
Controls and Procedures



(a) Disclosure Controls and Procedures.  As of the
end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. The framework used by management
in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, our Chief Executive
Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective
to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated
to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.



(b) Management’s Annual Report on Internal Control over
Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our
management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting.  Based on that evaluation, our management concluded that our internal control over financial reporting
is effective as of December 31, 2011.



(c) Changes in Internal Control over Financial Reporting. 
The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls.
This results in refinements to processes throughout the year. We continue to enhance the design and documentation of our internal
control processes to ensure suitable controls over our financial reporting. There were no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting during the year ended December 31, 2011.



Item 9B.           
Other Information



None.



14







Part III



Item 10.          
Directors, Executive Officers and Corporate Governance



The following table sets forth information regarding the
members of the company’s board of directors and its executive officers:



|                          |     |               | Date of Directorship
|------------------------- | --- | ------------- | --------------------
|Name                      | Age | Position      | commencement        
|                          |     |               |                     
|Steven Charles Manthey    | 50  | President/CEO | April 24, 2009      
|                          |     |               |                     
|Timothy John Eric Redmond | 47  | Director      | April 24, 2009      
|                          |     |               |                     
|Geoffrey Redmond          | 53  | Director      | April 24, 2009      



The number of directors to compose the company’s Board
of Directors is not fewer than one nor more than five. Directors do not receive any compensation. Directors may be shareholders
of the company.



Steven Charles Manthey is the president and a director of
the Company. Mr Manthey, as the inventor of the licensed Technology, works exclusively on the development of the Technology in
addition to discharging his administrative duties as President. Mr Manthey currently leads a team of five CNC machinists who design
and manufacture all engine components under Mr Manthey’s direction. Additional employees assist Mr Manthey during field
testing of prototypes. In addition to the licensed Technology, Mr Manthey is also the inventor of an axial piston rotary engine
(U.S. Patent Number 6,155,214) that he designed, manufactured and ultimately assigned ownership of in 1999. Since the formation
of the Manthey Redmond Joint Venture in October 2007, Mr Manthey’s research and development has focused exclusively on the
licensed Technology.



Geoffrey Redmond is managing director of the Redmond Group.
The Redmond Group owns and operates various hotels that incorporate gaming facilities in Sydney, Australia. Since October 2007
the Group has funded all development of the licensed Technology. To monitor progress of the development of the Technology, Mr
Redmond visits the development facility at least once a month and also speaks regularly with Mr Manthey. Board meetings for the
Company are often scheduled to coincide with Mr Redmond’s attendance at the facility. Mr Redmond has also travelled to the
United States on two occasions to meet with the Company’s attorney’s and business advisors.



Timothy John Eric Redmond is the brother of Geoffrey Redmond
and acts as Chief Financial Officer of the Redmond Group. Mr Redmond also visits the development facility at least once a month
to monitor progress of development and attend Board meetings when scheduled. Mr Redmond has also travelled to the United States
on two occasions to meet with the Company’s attorney’s and business advisors.”



The directors serve until the annual meeting of the shareholders
and until their respective successors have been elected and qualified or until death, resignation, removal or disqualification.



The company’s by-laws provide that the number of directors
to serve on the Board of Directors may be established, from time to time, by action of the Board of Directors. Vacancies in the
existing Board are filled by a majority vote of the remaining directors on the Board. The company’s executive officers are
appointed by and serve at the discretion of the Board.



15







Committees and Terms



The Board of Directors has not established any committees.



The Board has not resolved to set a date for its annual meeting
of shareholders.



Item 11.           
Executive Compensation



Steven Charles Manthey is the sole officer of the Company.
Mr Manthey has not received any remuneration from the company but is the sole shareholder and director of Manthey Holdings Pty
Ltd and is the beneficiary of the Manthey Holdings Trust and may be deemed the beneficial owner of the 3,040,000 shares of the
company’s common stock owned by it. Pursuant to the development agreement, Manthey Holdings Pty Ltd was entitled to $30,000
per month from the Company for use of its testing and research facilities, up to a maximum of $540,000 in aggregate. The maximum
amount of $540,000 has been reached in the second quarter of 2011 with $502,227 being unpaid and as recorded on the Company’s
consolidated balance sheet as of December 31, 2011.



Anticipated officer and director remuneration



Although not presently offered, the company anticipates that
its officers and directors may be provided with a group health, vision and dental insurance program along with director and officer
indemnity insurance.



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



The following table sets forth information as of the date of
this Form 10K regarding the beneficial ownership of the company’s common stock by each of its executive officers and directors,
individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving
effect to any exercise of warrants or options held by that person.



|Position                                   |  | Number of
 shares of
 common
stock |           |     | Percentage of
 Class | 
|------------------------------------------ |  | ---------------------------------- | --------- | --- | -------------------- | 
|                                           |  |                                    |           |     |                      | 
|Steven Charles Manthey, president/director |  |                                    | 3,040,000 | (2) |                      | 
|                                           |  |                                    |           |     |                      | 
|Timothy John Eric Redmond, Director        |  |                                    | 1,911,116 | (3) |                      | 
|                                           |  |                                    |           |     |                      | 
|Geoffrey Redmond, Director                 |  |                                    | 2,201,116 | (4) |                      | 
|                                           |  |                                    |           |     |                      | 
|North American Motors                      |  |                                    | 560,000   | (5) |                      | 



(1) The total number of outstanding shares of common stock
as of March 30, 2012 is 10,250,000.



16







(2) Manthey Holdings Trust owns 3,040,000 shares; Manthey Holdings
Pty Ltd serves as the trustee for the Manthey Holdings Trust. Steven Charles Manthey is the sole shareholder and director of Manthey
Holdings Pty Ltd and is the beneficiary of the Manthey Holdings Trust and may be deemed the beneficial owner of the shares owned
by it.

(3) The Redmond Family Investment Trust owns 1,911,116 shares;
Redmond Family Holdings Pty Ltd serves as the trustee for the Redmond Family Investment Trust. Timothy John Eric Redmond and Geoffrey
Redmond are the only shareholders and directors of Redmond Family Holdings Pty Ltd and are the sole beneficiaries of such trust
and may therefore be deemed to be the beneficial owner of those shares.

(4) The Redmond Family Investment Trust owns 1,911,116 shares;
Redmond Family Holdings Pty Ltd serves as the trustee for the Redmond Family Investment Trust. Timothy John Eric Redmond and Geoffrey
Redmond are the only shareholders and directors of Redmond Family Holdings Pty Ltd and are the sole beneficiaries of such trust
and may therefore be deemed to be the beneficial owner of those shares. Alison Redmond, wife of Geoffrey Redmond, owns 290,000
shares of the company’s common stock.

(5) NAM Trust No. 1 owns 560,000 shares; North American Motors
Pty Ltd serves as the trustee for the NAM Trust No. 1. Steven Charles Manthey is the sole director and a beneficiary under the
NAM Trust No. 1 and may therefore be deemed to be the beneficial owner of those shares.



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



Timothy John Eric Redmond and Geoffrey Redmond are brothers
and are the sole directors and shareholders of Redmond Family Holdings Pty Ltd which owns 360 shares (40%) of the 900 outstanding
shares of Manthey Redmond (Aust) Pty Ltd. In 2007, Redmond Family Holdings Pty Ltd (or its predecessor in title) agreed to invest
$50,000 monthly in Manthey Redmond (Aust) Pty Ltd for research and development of the Manthey Redmond Eco-engine. Manthey Redmond
(Aust) Pty Ltd has entered into an investment agreement with the company to invest $40,000 monthly to continue research, development,
commercialization of the Eco-engine.



Steven Charles Manthey is the sole director and shareholder
of Manthey Holdings Pty Ltd which owns 540 shares (60%) of the 900 shares of Manthey Redmond (Aust) Pty Ltd. The company has entered
into an agreement with Manthey Holdings Pty Ltd for use of its research facility, staff and prototype testing for a monthly fee
of $30,000.



During its initial organization, the company received $38,950
in advances from Manthey Redmond (Aust) Pty Ltd not pursuant to the Investment Agreement and, as such, is a loan interest free,
which, unlike the funds received from the Investment Agreement, must be repaid. No formal loan terms were established but the company
intends to repay the loan as soon as possible. As of December 31, 2011 and 2010, advances from related party remained at $38,950.



On May 1, 2009, the Company entered into a Patent Licensing
Agreement with Manthey Redmond (Aust). Manthey Redmond is the owner, developer and patent applicant of the Eco-Engine and all related
technology (the "Technology") developed and to be developed. Pursuant to the agreement, Manthey Redmond (Aust) has granted
to the Company, a license to develop, manufacture, have manufactured, use and sell or supply the Technology in return for a royalty
fee equal to 5% of the Company's gross profits earned as a result of the license agreement. The Company has the right to sublicense
its rights under the agreement and is entitled to information and use of any inventions or improvements on the Technology made
by Manthey Redmond (Aust) without additional charge. Manthey Redmond (Aust) will apply for valid patents pursuant to each invention
or improvements on the Technology. The agreement may be terminated at the option of Manthey Redmond (Aust) in the event that the
Company becomes insolvent, or seeks protection from its creditors under any United States federal or state bankruptcy act or if
an outside administrator or controller is voluntary or involuntarily appointed to control the Company. The agreement is subject
to and governed by the law of Queensland, Australia.



On May 1, 2009, the Company entered into an Investment Agreement
with Manthey Redmond (Aust) by which Manthey Redmond (Aust) has agreed to invest a non-refundable amount of $40,000 per month beginning
July 1, 2009, aggregating $4,200,000 to assist the Company in commercializing products based on the Technology. Manthey Redmond
(Aust) may terminate this agreement in the event that the Patent Licensing Agreement is terminated. The agreement is subject to
and governed by the law of Queensland, Australia.



In November 2009, March 2010, May 2010, January 2011, March
2011, June 2011, August 2011, September 2011, October 2011 and December 2011 the Company received $39,925, $955, $43,887, $29,596,
$19,950, $20,000, $100, $4,986, $33,907 and $14,771 of capital injection, respectively from Manthey Redmond (Aust) pursuant to
the Investment Agreement, which was recorded as additional paid-in capital.



On May 1, 2009 the Company entered into a Development Agreement
with Manthey Holdings by which, commencing July 1, 2009, Manthey Holdings will provide exclusive use of its engineering facility
and employees for the purpose of research and development related to the Technology for which the Company will pay Manthey Holdings
$30,000 per month beginning July 1, 2009 up to a maximum of $540,000 at which time the agreement shall terminate. On November 6,
2009 the Company entered into an amended Development Agreement dated May 1, 2009 with Manthey Holdings. The amended agreement removed
the exclusivity of the use of Manthey Holdings’ engineering facility and employees, and deferred the commencement date of
the agreement and first payment to November 20, 2009. Our president/director is the sole shareholder and director of Manthey Holdings
which serves as the trustee of the Manthey Holdings Trust. Our president/director is also the beneficiary of the Manthey Holdings
Trust and may be deemed the beneficial owner of the 3,040,000 shares, or 29.6% of the Company’s common stock owned by the
Manthey Holdings Trust.



On November 6, 2009, the agreement was amended to revise the
commencement date of payment from July 1, 2009 to November 20, 2009. For the year ended December 31, 2011, the Company incurred
$140,050 of service fees pursuant to the amended agreement with Manthey Holdings and recorded in accrued expense. The maximum
amount of $540,000 has been reached since the second quarter of 2011 under the development agreement, $502,227 of which has not
been paid. It was recorded as accrued expenses on the consolidated balance sheet as of December 31, 2011.



17







|
|



The agreement will also terminate in the event that the Patent
Licensing Agreement is terminated. Manthey Holdings has agreed to build and test prototypes based on the Technology at its research
facility. The agreement is subject to and governed by the law of Queensland, Australia.



Item 14.            Principal
Accounting Fees and Services



Public Accounting Fees



The following chart sets forth public accounting fees paid and
payable to KCCW Accountancy Corp. (“KCCW”) during the years ended December 31, 2011 and 2010:



|                   |  | 2011 |        |  | 2010 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 17,000 |  |      | $
|Audit-Related Fees |  | $    | -      |  |      | $
|Tax Fees           |  | $    | -      |  |      | $
|All Other Fees     |  | $    | -      |  |      | $



Audit fees were for professional services rendered by KCCW for
the audit of our annual financial statements on Forms 10-K and the review of the financial statements included in our quarterly
reports on Forms 10-Q, and services that are normally provided by KCCW in connection with statutory and regulatory filings or engagements
for that fiscal year.



Audit related fees consist of services by KCCW that are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees.  This
category includes accounting consultations on transaction and proposed transaction related matters.  We incurred these
fees in connection with registration statements, financing, and acquisition transaction.



KCCW did not bill any other fees for services rendered to us
during the years ended December 31, 2011 and 2010 for assurance and related services in connection with the audit or review of
our financial statements.



Pre-Approval of Services



The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve
in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company
does not rely on pre-approval policies and procedures.



Audit of Financial Statements



During the years ended December 31, 2011 and 2010, KCCW was
our principal auditor and no work was performed by persons outside of KCCW.



Item 15.           
Exhibits and Financial Statement Schedules (a)



(1) Financial Statements

The Financial Statements required by Part II, Item 8 of
this Form 10-K are set forth above.



Other schedules have been omitted because of the absence of
the conditions under which they are required or because the required information where material is shown in the consolidated financial
statements or the notes thereto.



18







SIGNATURES



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



MANTHEY REDMOND CORPORATION



By: /s/ Steven Charles Manthey  Date:
November 16, 2012

Chief Executive Officer, President and Director



Pursuant to the requirements of the Securities Exchange Act
of 1934, the following persons on behalf of Manthey Redmond Corporation and in the capacities and on the date indicated have duly
signed this report below.



/s/Steven Charles Manthey

Chief Executive Officer, President and Director



/s/ Geoffrey Redmond,

Director



/s/ Timothy John Eric Redmond,

Director



19