UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q

|(Mark one)
|----------
|          
|[x]       

For the Quarterly Period Ended May 31, 2013

OR

|   
|---
|   
|[ ]

For the transition period from _________________to

|                               
|-------------------------------
|Commission File Number: 0-54236
|                               

JA ENERGY

(Exact name of registrant as specified
in its charter)

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



|7495 W. Azure Dr. Suite 110, Las Vegas, NV |  | 89130     
|------------------------------------------ |  | ----------
|(Address of principal executive offices)   |  | (Zip Code)

(702) 515-4036(Registrant’s telephone number, including area code)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [ ] No [ ] Not Applicable

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

|Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting company [X]
|------------------------ | ------------------ | ---------------------- | -----------------------------

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

APPLICABLE ONLY TO REGISTRANTS INVOLVED
IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of May 31, 2013, the registrant’s outstanding common stock
consisted of 37,276,703 shares, $0.001 par value.













Table of Contents

JA Energy

(A Development Stage Company)

Index to Form 10-Q

For the Quarterly Period Ended May 31, 2013



|PART I - FINANCIAL INFORMATION                                                                  | 3 
|----------------------------------------------------------------------------------------------- | --
|Item I. Financial Statements                                                                    | 3 
|a. Statements of Operations (unaudited)                                                         | 3 
|b. Balance Sheets (unaudited)                                                                   | 4 
|c. Statements of Cash Flows (unaudited)                                                         | 5 
|d. Notes to Financial Statements                                                                | 7 
|Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations | 10
|a. Results of Operations                                                                        | 16
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                              | 19
|Item 4T. Controls and Procedures                                                                | 19
|PART II. OTHER INFORMATION                                                                      | 22
|Item 1 -- Legal Proceedings                                                                     | 22
|Item 1A - Risk Factors                                                                          | 22
|Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds                           | 22
|Item 3 -- Defaults Upon Senior Securities                                                       | 22
|Item 4 -- Submission of Matters to a Vote of Security Holders                                   | 22
|Item 5 -- Other Information                                                                     | 23
|Item 6 – Exhibits                                                                               | 23
|SIGNATURES                                                                                      | 24

















PART I - FINANCIAL INFORMATION



Item I. Financial Statements.

Statements of Operations

(Unaudited)

|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|------------------------------------------------------------ | --------------------------------- | ------------------------- | -------------------------- | ------ | -------------------------- | --------- | ------------------------- | ------- | ------------------------- | --------- | -------------------------------
|                                                             |                                   |                           | For the three months ended |        | For the three months ended |           | For the nine months ended |         | For the nine months ended |           | From inception Aug. 26, 2010 to
|                                                             |                                   |                           | May 31, 2013               |        | May 31, 2012               |           | May 31, 2013              |         | May 31, 2012              |           | May 31, 2013                   
|Revenue                                                      | -                                 |                           | 5,000                      |        | -                          |           | 5,000                     |         | 5,000                    
|Cost of goods sold                                           | -                                 |                           | 3,750                      |        | -                          |           | 3,750                     |         | 3,750                    
|Gross profit                                                 | -                                 |                           | 1,250                      |        | -                          |           | 1,250                     |         | 1,250                    
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|Operating expenses:                                          |                                   |                           |                            |        |                            |           |                           |         |                          
|                                                             | General & administrative          | 64,925                    |                            | 75,763 |                            | 145,084   |                           | 163,667 |                           | 417,935  
|                                                             | Consulting fees                   | 11,000                    |                            | 8,500  |                            | 28,500    |                           | 25,967  |                           | 106,467  
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|                                                             |                                   | Total expense             | 75,925                     |        | 84,263                     |           | 173,584                   |         | 189,634                   |           | 524,402                        
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|Other Income (Loss):                                         |                                   |                           |                            |        |                            |           |                           |         |                          
|                                                             | Interest income                   |                           |                            |        |                            |           |                           |         |                           | 23       
|                                                             | Interest expense                  | (3,262)                   |                            |        |                            | (8,341)   |                           |         |                           | (10,903) 
|                                                             | Abandonment of farming operations | (125,533)                 |                            |        |                            | (125,533) |                           |         |                           | (125,533)
|                                                             | Warrants for debt                 |                           | (875,000)                  |        |                            |           | (875,000)                 |         |                           |           | (875,000)                      
|                                                             |                                   | Total other income (Loss) | (1,003,795)                |        |                            |           | (1,008,874)               |         |                           |           | (1,011,413)                    
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|Net (Loss)                                                   | (1,079,720)                       |                           | (83,013)                   |        | (1,182,458)                |           | (188,384)                 |         | (1,534,565)              
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|Weighted average number of common shares outstanding - basic | 37,276,703                        |                           | 34,156,703                 |        | 37,276,703                 |           | 33,915,827                |         | 37,276,703               
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                
|Net loss per share                                           | $  (0.03)                         |                           | $  (0.00)                  |        | $  (0.03)                  |           | $  (0.01)                 |         | $  (0.04)                
|                                                             |                                   |                           |                            |        |                            |           |                           |         |                           |           |                                



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











Balance Sheets

(Unaudited)



|                                    |                                                     |                                                  |             | May 31, 2013 |           | August 31, 2012
|----------------------------------- | --------------------------------------------------- | ------------------------------------------------ | ----------- | ------------ | --------- | ---------------
|                                    |                                                     | ASSETS                                           |             |              |           |                
|Current assets:                     |                                                     |                                                  |             |             
|                                    | Cash and cash equivalents                           |                                                  | 2,252       |              | 399      
|                                    | Prepaid expenses                                    |                                                  | 0           |              | 7,210    
|                                    | Inventory                                           |                                                  | 0           |              | 62,323   
|                                    | Deposits                                            |                                                  | 3,555       |              | 2,555    
|                                    |                                                     | Total current assets                             |             | 5,807        |           | 72,487         
|Fixed assets:                       |                                                     |                                                  |             |             
|                                    | MDU fixed asset                                     |                                                  | 119,898     |              | 59,944   
|                                    | Furniture, fixtures and office equipment            |                                                  | 2,030       |              | 0        
|                                    | Vehicle                                             |                                                  | 22,122      |              | 22,122   
|                                    | Accumulated depreciation                            |                                                  | (5,542)     |              | (1,472)  
|                                    |                                                     | Total fixed assets                               |             | 138,508      |           | 80,594         
|TOTAL ASSETS                        |                                                     | 144,315                                          |             | 153,081     
|                                    |                                                     |                                                  |             |              |           |                
|                                    |                                                     | LIABILITIES AND STOCKHOLDERS' EQUITY             |             |              |           |                
|Current liabilities:                |                                                     |                                                  |             |             
|                                    | Accounts payable and accrued liabilities            |                                                  | 89,564      |              | 27,593   
|                                    | Accounts payable to related parties                 |                                                  | 9,550       |              | 9,800    
|                                    | Loan payable – current                              |                                                  | 3,763       |              | 3,502    
|                                    | Loan payable - related party                        |                                                  | 338,376     |              | 99,000   
|                                    | Loan from non related third party                   |                                                  | 0           |              | 15,000   
|                                    |                                                     | Total current liabilities                        |             | 441,253      |           | 154,895        
|                                    |                                                     |                                                  |             |              |           |                
|Long term liabilities:              |                                                     |                                                  |             |             
|                                    | Loan payable - long term                            |                                                  | 12,416      |              | 15,082   
|                                    |                                                     | Total long term liabilities                      |             | 12,416       |           | 15,082         
|                                    |                                                     | Total liabilities                                |             | 453,669      |           | 169,977        
|                                    |                                                     |                                                  |             |              |           |                
|Stockholders' equity:               |                                                     |                                                  |             |             
|                                    | Preferred stock, $0.001 par value, 5,000,000 shares |                                                  |             |             
|                                    |                                                     | authorized, none issued                          |             |              |           |                
|                                    | Common stock, $0.001 par value, 70,000,000 shares   | 37,277                                           |             | 37,257      
|                                    |                                                     | authorized, 37,276,703 and 37,256,703 issued and |             |              |          
|                                    |                                                     | outstanding as of 5/31/13 and 8/31/12,           |             |              |           |                
|                                    |                                                     | Respectively                                     |             |              |           |                
|                                    | Additional paid-in capital                          |                                                  | 1,097,413   |              | 207,433  
|                                    | Stock subscription payable                          |                                                  | 90,521      |              | 90,521   
|                                    | Deficit accumulated during development stage        |                                                  | (1,534,565) |              | (352,107)
|                                    |                                                     | Total stockholders' equity                       |             | (309,354)    |           | (16,896)       
|TOTAL LIABILITIES AND STOCKHOLDERS' |                                                     |                                                  |             |             
|                                    | EQUITY                                              |                                                  | $144,315    |              | $153,081 













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











Statements of Cash Flows

(Unaudited)

|                      |                                     |                                           |                                     |                                    | For the Nine months ended | For the nine months ended | From inception Aug. 26, 2010 to
|--------------------- | ----------------------------------- | ----------------------------------------- | ----------------------------------- | ---------------------------------- | ------------------------- | ------------------------- | -------------------------------
|                      |                                     |                                           |                                     |                                    | May 31, 2013              | May 31, 2012              | May 31, 2013                   
|                      |                                     | OPERATING ACTIVITIES                      |                                     |                                    |                          
|                      |                                     |                                           | Net Income                          | (1,182,458)                        | (188,384)                 | (1,534,565)              
|                      |                                     |                                           | Adjustments to reconcile Net Income |                                    |                           |                          
|                      |                                     |                                           | to net cash provided by operations: |                                    |                           |                          
|                      |                                     |                                           | Stock Compensation                  |                                    | 24,519                    | 84,521                   
|                      |                                     |                                           | Warrant expense                     | 875,000                            |                           | 875,000                  
|                      |                                     |                                           | Abandoned farming operations        | 54,000                             |                           | 54,000                   
|                      |                                     |                                           | Depreciation                        | 4,070                              | 736                       | 5,542                    
|                      |                                     |                                           | Decrease (Increase)                 |                                    |                           |                          
|                      |                                     |                                           |                                     | Prepaid expense                    | 7,210                     | (5,786)                   |                                
|                      |                                     |                                           |                                     | Inventory                          | 62,323                    | (10,838)                  |                                
|                      |                                     |                                           |                                     | Deposits                           | (1,000)                   | (1,355)                   | (3,555)                        
|                      |                                     |                                           | (Decrease) Increase                 |                                    |                           |                          
|                      |                                     |                                           |                                     | Accounts Payable & Accrued Expense | (10,030)                  | 2,629                     | 17,563                         
|                      |                                     |                                           |                                     | Accounts Payable Related Party     | (250)                     | (750)                     | 9,550                          
|                      |                                     | Net cash applied to Operating Activities  | (191,135)                           | (179,229)                          | (491,944)                
|                      |                                     | INVESTING ACTIVITIES                      |                                     |                                    |                          
|                      |                                     |                                           | 2011 Ford Taurus                    | 0                                  | (22,122)                  | (22,122)                 
|                      |                                     |                                           | Furniture and Fixture               | (2,030)                            | 0                         | (2,030)                  
|                      |                                     |                                           | MDU Fixed Assets                    | (41,953)                           | 0                         | (101,897)                
|                      |                                     | Net cash provided by Investing Activities | (43,983)                            | (22,122)                           | (126,049)                
|                      |                                     | FINANCING ACTIVITIES                      |                                     |                                    |                          
|                      |                                     |                                           | Proceeds Notes Payable              |                                    | 20,000                    | 35,000                   
|                      |                                     |                                           | Payments Notes Payable              | (2,405)                            | (543)                     | (3,821)                  
|                      |                                     |                                           | Proceeds Related Party              | 239,376                            | 98,833                    | 344,376                  
|                      |                                     |                                           | Payments Related Party              |                                    | (5,000)                   | (6,000)                  
|                      |                                     |                                           | Bank overdraft                      |                                    | 5,166                     |                          
|                      |                                     |                                           | Common Stock                        |                                    | 37,500                    | 37,277                   
|                      |                                     |                                           | Contributed Capital                 |                                    | 50,000                    | 213,413                  
|                      |                                     | Net cash provided by Financing Activities | 236,971                             | 205,956                            | 620,245                  
|                      | Cash increase (decrease) for period | 1,853                                     | 4,605                               | 2,252                             
|                      | Cash at beginning of period         | 399                                       | 6,828                               | 0                                 
|Cash at end of period | 2,252                               | 11,433                                    | 2,252                              



| |  | Non-cash Transactions |                                          |         |  
| |  | --------------------- | ---------------------------------------- | ------- | -
| |  |                       | Warrant expense                          | 875,000 | 0
| |  |                       | Abandonment of farming operations        | 54,000  | 0
| |  |                       | Contributed capital with note conversion | 15,000  | 0
| |  |                       | MDU components                           | 18,001  | 0
| |  |                       | Stock compensation                       | 0       | 0



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











Notes to Financial Statements



NOTE 1 - FINANCIAL STATEMENTS



The accompanying financial statements have
been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 2013 and for all
periods presented have been made.



Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's August 31, 2012 audited financial statements filed therewith along with
its Form 10-K annual report. Operating results for the nine months ended May 31, 2013 are not necessarily indicative of the results
that may be expected for the year ending August 31, 2013. The Company is a development stage company, as defined in FASB ASC 915
"Development Stage Entities."





NOTE 2 - GOING CONCERN



These financial statements have been prepared
in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit
since inception of $1,534,565. The Company has not generated any significant revenues to date, and its ability to continue as a
going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and
maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the
Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and
promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans,
there is no assurance that any such activity will generate funds that will be available for operations.



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





NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES



The relevant accounting policies are listed
below.



Basis of Accounting

The basis is United States generally accepted
accounting principles.



Cash and Cash Equivalents

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



Use of Estimates

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



Advertising

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



Fixed Assets

Fixed assets are stated at cost, less accumulated
depreciation. Depreciation is computed on straight line and declining balance methods over the estimated useful lives of the assets.
Repairs and maintenance are expenses as incurred.



Income Taxes

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



Revenue recognition

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



Cost of product sold

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



Year end

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



Recent Accounting Pronouncements

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





NOTE 4 - STOCKHOLDERS’ EQUITY (DEFICIT)



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



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



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



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

The Company was a subsidiary of Reshoot Production
Company. On January 31, 2011, the record shareholders of Reshoot Production Company received a spin off dividend of one point 4
(1.4) common shares, par value $0.001, of JA Energy common stock for every share of Reshoot Production Company common stock owned
for a total 66,896,703 common shares issued.



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



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



On April 18, 2011, a director of the Company
contributed capital of $2,000 for operating expenses.



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



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



On November 2, 2011, the Company issued 1,500,000
shares of its $0.001 par value common stock for cash of $75,000.



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



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



On August 30, 2012 the Company sold 20,000
shares of its $0.001 par value common stock for cash for $10,000.



On April 23, 2012, the Company recorded a common
stock payable of $3,750 for the shares due under contract to Rockey Farms, Owned by Director Sheldon Rockey, for farming costs.



On January 16, 2012, the Company executed a
consulting contract with Desert Resources for an annual fee of $60,000 and 240,000 shares of common stock. The shares were valued
according to the fair value of the common stock based on the agreement date. Desert Resources is compensated in bi-weekly installments.
As of May 31, 2013, no shares have been issued and a total of $73,846 has been recorded to common stock payable.



On January 30, 2012, the Company recorded $2,500
common stock payable cash for services rendered. As of May 31, 2013, no shares have been issued.



On August 30, 2012, the Company received $10,000
from a director for shares to be issued.



On August 31, 2012, the Company recorded a common
stock payable for 500 shares of common stock due to a consultant for services rendered. The shares were valued at $425 according
to the fair value of the common stock based on the record date.



Subsequent to May 31, 2013, on June 27, 2013,
the Company issued 36,000 shares of common stock for Electrical Controls installed in the MDU costs valued at $18,001. The $18,001
is shown as an account payable, and as an element of the cost of the MDU.



Subsequent to May 31, 2013, on June 20, 2013,
the Company issued 120,000 shares of common stock to Rockey Farms, Owned by Director Sheldon Rockey, for farming costs valued at
$54,000. The $54,000 is shown as an account payable, and as an element of the ceased farming operation.



Subsequent to May 31, 2013, on June 20, 2013,
the Company issued 320,000 shares of common stock to board of directors for compensation which has been rendered, but for which
the agreements have not been finalized and signed.



There have been no other issuances of preferred
or common stock.





NOTE 5 - RELATED PARTY TRANSACTIONS



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



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



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



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



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



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



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





NOTE 6 - LOAN PAYABLE



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



| | Period Ended | Principle | Interest | Payments | 
| | ------------ | --------- | -------- | -------- | 
| | May 2014     | $3,763    | $905     | $4,668   | 
| | May 2015     | $4,005    | $663     | $4,668   | 
| | May 2016     | $4,263    | $405     | $4,668   | 
| | May 2017     | $4,148    | $130     | $4,279   | 



At May 31, 2013, principal outstanding was
$16,180.





NOTE 7 – INVENTORY AND ABANDONMENT OF
FARMING OPERATIONS



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



During the nine months ended May 31, 2013,
the Company substantially completed the modular distillation unit (MDU), and abandoned the farming operations, resulting in no
inventory at May 31, 2013.



The loss from ceasing the farming operation
is $125,533.





NOTE 8 – Contributed Capital



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





NOTE 9 – SUBSEQUENT EVENTS



The Company has evaluated subsequent events
through July 22, 2013, the date on which the financial statements were available to be issued.

















Item 2. - Management's Discussion
and Analysis of Financial Condition and Results of Operations



Forward-Looking Information



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



Critical Accounting Policies



There have been no material changes to our
critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended August
31, 2012.



Corporate History



The Company was organized August 26, 2010
(Date of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot
Production Company, a Nevada corporation.



Overview



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



JA Energy Business Plan



JA Energy will manufacture and sell Modular
Distillation Units (“MDU”) to individuals, nonprofit organizations and/or companies. The primary application for ethanol,
produced utilizing JA Energy’s MDU, will be as an oxygenator of motor vehicle fuel. The Company also plans to establish a
demonstration facility as well as a training facility to train the purchasers of the MDUs. JA Energy has decided not to pursue
the management of farming co-ops at this time.



As the MDU is tested and proven domestically,
it will open the door to renewable base load electricity, biodiesel (vegetable oil and ethanol mix), establishmentof greenhouse complexes, and the creation ofinternational business opportunities. The first
unit is in place at Alamo, Nevada and work to bring that unit online is continuing. The Company will soon begin building the second
unit. Conversations are ongoing with Las Vegas-area officials to locate the second unit in an economically-challenged section of
the Las Vegas Valley. Current plans for the first five units call for two to be placed in Lincoln County, NV, two in the Las Vegas
area, and one in Hawaii.



The MDU was tested using molasses as the distillation
feedstock. The test was designed to demonstrate the efficiency of the MDU as a distillation unit for a variety of feedstocks. Other
possible sugar sources include cassava, Jerusalem artichoke, energy beet, and sweet sorghum. The unit distills at a rate of 210
gallons per day or nearly 1500 gallons per week.



The estimated operating costs to produce one
gallon of ethanol includes the necessary energy and water inputs. The energy cost savings associated with the MDU is derived from
a design methodology that introduces distillate into the still area. This method of heating and the redirection of the waste heat
into heat exchangers reduces the energy costs, which increases the effectiveness of the distillation process.



The Business Outlook



Market and legislative forces are
steadily increasing the domestic demand for ethanol. Under the Energy Independence and Security Act
(EISA) of 2007, the volume of renewable fuel required to be blended into transportation fuel increased from 9 billion gallons in
2008 to 36 billion gallons by 2022.The story is much the same in the international market. The European Union currently
requires 5% of all transport sector fuel to be renewable. The EU’s Renewable Energy Directive (RED) calls for that percentage
to double by 2020, with a target of 20% renewable for all energy sectors. Even in the face of this mandate some EU member nations
currently have no ethanol production capacity.

US operators can gain an additional
benefit with the production of table vegetables when a hydroponic greenhouse is paired up with a MDU and produce is grown close
to the consumer. The added freshness and food security (over one-half of table vegetables are imported), not to mention the reduction
of imports, gives rise to business opportunities in the most challenged areas of our cities. Placing MDUs in inner cities will
provide a new economic use for land and people, which would otherwise not be utilized by society. In rural application the ethanol
produced might also be used to generate electricity.

The Ethanol Market



Ethanol is produced from starch or sugar-based
feed products such as sugar cane, sugar beet, corn, potatoes, wheat, cassava, Jerusalem artichoke, energy beet, and sweet sorghum.
Other sources include agricultural waste products including sugar, rice straw, cheese whey, beverage wastes, and forestry and paper
wastes. Historically, corn has been the primary source because of its relatively low cost, wide availability, and ability to produce
large quantities of carbohydrates that can be converted into glucose more easily than other products.



Ethanol has been utilized as a fuel additive
since the late 1970s when its value as a product extender for gasoline was discovered during the OPEC oil embargo crisis. In the
1980s, ethanol saw widespread use as an octane enhancer, replacing other environmentally harmful components in gasoline such as
lead and benzene. Ethanol's use as an oxygenate continued to increase with the passage of the Clean Air Act Amendments of 1990,
which required the addition of oxygenators to gasoline in the nation's most polluted areas.



Ethanol contains approximately 35 percent
oxygen and, when combined with gasoline, it acts as an oxygenator that increases the percentage of oxygen in gasoline. As a result,
the gasoline burns cleaner and releases less carbon monoxide and other exhaust emissions into the atmosphere. Although not all
scientists agree about the existence or extent of environmental benefits associated with its use, ethanol is commonly viewed as
a way to improve the quality of automobile emissions.



The most common oxygenate competing with ethanol
is methyl tertiary butyl ether (“MTBE”), which is cheaper than ethanol. Since its introduction and widespread use as
an oxygenator, MTBE has been discovered in ground water, lakes and streams. Unlike ethanol, which is biodegradable, MTBE is petroleum-based.
While MTBE has not been classified as a carcinogen, it has been shown to cause cancer in animals and its continued use has raised
serious environmental concerns.



As a result, by the end of 2005, according
to the U.S. Department of Energy, 25 states, including California, Illinois, and New York, had banned, or passed laws banning,
any more than trace levels of MTBE in their gasoline supplies, and legislation to ban MTBE was pending in four others. Due in part
to federal and state policies promoting cleaner air, the environmental concerns associated with MTBE, and federal and state tax
and production incentives, the ethanol industry has grown substantially in recent years. The Renewable Fuels Association estimates
that in 2011, approximately 13.9 billion gallons of ethanol were produced in the US.



Power from Sugar



The MDU is designed to produce 75,000 gallons
of ethanol per year form the crop of just 95 acres of either sugar beets or sugar cane.Sugar used
to operate the MDU will require processing. Therefore, a second 95 acres and MDU may be utilized to produce the fuel needed to
operate the farm equipment, or to sell to provide the currency to purchase fossil fuel for the tractors (diesel in farming equipment
is more effective than ethanol). In the case of sugar cane, once it is dried and the juice is extracted, the fibrous residue of
the plant is a source of fuel to reduce the juice to syrup. The reduction of the cane or sugar beet juice to a 30-percent sugar
solution is all that is necessary to process it into ethanol.



Foreign Marketing Plan



Management plans to work with foreign investors
to establish joint ventures in 5 countries in 2013. The joint ventures will be funded by the partners in each country with International
Letters of Credit (ILC) and in-country financing once the units are in place and secured by future contracts for the production
of ethanol.



The in-country financing may be helped by
international alternative energy loan guarantee programs. Two programs are currently in place and it may be possible to get this
guaranteed via the Export-Import Bank of the United States. By using the ILC as collateral, the Company plans to establish a line
of credit with our bank to fund the manufacturing of the units for each country. Since this is a joint venture, we will not be
earning a profit on the first units manufactured. The Company will add to the direct cost of each unit, the overhead of the manufacturing
and draw down the ILC.



Once the units arrive in the joint venture
country and are operational, with project production for the first five years sold to users, long-term financing will be put in
place and the ILC paid. The Company will be responsible to oversee the operation of the joint venture (a 50-50 partnership) with
complete operational control. The goal is to place fiveunits in each country to create adequate cash flow to support the
joint venture operation.



Domestic Marketing Plan



The focus of the project in the inner cities
will provide numerous benefits to each community that joins in the expansion of the MDU. In Southern Nevada, the impact will be
greatest in the short term, resulting in manufacturing jobs, jobs in the construction and operations of the greenhouse, ethanol,
transportation, and the creation of the Company infrastructure. As the expansion moves out of Southern Nevada, each community will
have jobs in the construction and operation of the greenhouses, ethanol and transportation.



Unique benefits will be gained by providing
a new customer for an existing local product. For example, Hawaii will be able to utilize their locally grown sugar cane to provide
the feedstock for the distillation process. The modular business model allows for the expansion of the crop in lockstep with the
placement of MDUs, and building the refinery may be done simultaneously with planting the crop for distillation of ethanol for
motor vehicle fuel. With the current cost of fuel, communities will benefit both economically and environmentally from the locally
produced fuel.





Sales and Marketing



We plan to establish in inner cities, and
begin this program in Nevada. Working with city redevelopment agencies and nonprofit organizations to establish MDUs in their community
jurisdictions will help create jobs.



Once these units are established, management
hopes other communities will see the value of participating. The ethanol produced can be sold to local fuel blenders or to municipalities
for use in fleets.



The marketing will be expanded to areas outside
the inner cities, such as Indian reservations where there is also a need for fresh produce and jobs. Beyond those areas, the Company
intends to market to individuals or business that want to operate one of the MDU sites.



Government Incentives



In addition to the federal renewable fuel
standard, the federal government and various state governments have created incentive programs to encourage ethanol production
and to enable ethanol-blended fuel to better compete in domestic fuel markets with MTBE-blended gasoline. The federal incentive
programs direct payments to eligible producers for increased ethanol production and federal income tax credits, which eligible
producers may earn. State incentive programs include production payments and income tax credits. However, these programs are not
without controversy, due in part to their cost, and we cannot assure you that they will continue to be available in the future.



As for our Company, we only plan to produce
ethanol at the demonstration site in Central Nevada. The licensing as a small producer will be done by those groups, individuals
or companies purchasing MDUs.



Ethanol Pricing



The price of ethanol tends to be volatile.
Historically, ethanol prices tended to correlate with wholesale gasoline prices, due largely to the primary use of ethanol as an
additive to gasoline. Over the last couple of years, however, as ethanol production expanded rapidly, ethanol prices have been
particularly volatile and ethanol and gasoline prices have at times diverged significantly.



Competition



We expect to be in direct competition with
producers of ethanol and other alternative fuel additives. Many of these producers have significantly greater resources than we
do. We also expect the number of competitors to increase. The development of other ethanol plants, particularly those in close
proximity to our ethanol plant, will increase the supply of ethanol and may result in lower local ethanol prices. Ethanol plants
in close proximity will also compete with us for, among other things, resources and personnel. Because of their close proximity,
these competitors may also be more likely to sell to the same markets that we intend to target for our ethanol product.



We will be in direct competition with numerous
other ethanol plants. The MDUs can be located near the areas that grow the feedstock such as: sugar cane (Hawaii), yielding 889
gallons per acre; sugar cane (Louisiana), yielding 555 gallons per acre; sugar beet, yielding 412 gallons per acre; and corn, yielding
400 gallons per acre, according the USDA.



As of January 2011, according to the Renewable
Fuels Association, 204U.S. ethanol plants had the capacity to produce approximately 13.5billion gallons of ethanol
annually, with another 10plants under construction or expansion that are expected to add approximately 522millionmore gallons of annual productive capacity. A majority of the ethanol production capacity is located in the Midwest, in the
corn-producing states of Illinois, Iowa, Minnesota, Nebraska and South Dakota. The largest ethanol producers include Abengoa Bioenergy
Corp., Archer Daniels Midland Company, Aventine Renewable Energy, LLC, Cargill, Inc., Hawkeye Renewables, LLC, New Energy Corp.,
US BioEnergy Corp. and VeraSun Energy Corp.



We may also compete with ethanol that is produced
or processed in certain countries in Central America and the Caribbean region, Brazil and other countries. Ethanol produced in
the Caribbean basin and Central America may be imported into the U.S. at low tariff rates, or free of tariffs under the Caribbean
Basin Initiative and the Dominican Republic-Central America-United States Free Trade Agreement. According to the Renewable Fuels
Association, Brazil produced approximately 4.5 billion gallons of ethanol in 2006. Although tariffs presently impede large imports
of Brazilian ethanol into the U.S., low production costs, other market factors or tariff reductions could make ethanol imports
from various countries a major competitive factor in the U.S.



Alternative Fuel Additives



Alternative fuels, gasoline oxygenates and
ethanol production methods are continually under development by various ethanol and oil companies that have far greater resources
than we do. New products or methods of ethanol production developed by larger and better-financed competitors could provide competitive
advantages over us and harm our business.



Recent Event



The Company has recently completed the construction
of its Modular Distillation Unit (“MDU”). The MDU consists of an array of components, storage tanks, equipment,
controls, and electrical installed in a single 40-feet long by 8-feet wide steel shipping container that provides a decentralized
production of ethanol. This self-contained, climate controlled modular ethanol distillation system can be placed near a sugar
producing crop which will be able to convert that crop into ethanol as well as provide energy to the local community. The
MDU has the capability to produce, approximately 1,500 gallons per week of ethanol through a process of fermentation and distillation.
The MDU can also produce approximately 560 gallons of stillage (e.g., residual water) a day. The stillage can contain multiple
nutrients and can be used to water crops, enhance the efficiencies of anaerobic digesters, or as a growth medium in hydroponic
greenhouses. Use of multiple fermentation tanks allows for a daily harvest of ethanol and stillage.



A third product of the fermentation and distillation
is carbon dioxide, approximately 1,650 pounds per day, which can be diverted into a greenhouse to significantly increase crop production.
The MDU can be enclosed in a single shipping container that can be shipped to and operated in most parts of the world. The modular
system can be coupled to other modular systems or a solar concentrator system to produce electricity.



Now that the MDU has been constructed, the
Company is in the proof of concept portion of the project. Management is testing and validating the MDU. Once testing
and validation are complete, the Company plans to commercialize the Unit on a worldwide basis.







Need For Governmental Approval of Principle
Products or Services



For the establishment of an ethanol plant,
we will need to obtain and comply with various permitting requirements. There are three levels of permitting requirements: 10,000
gallons or less per year for own-use requires a simple application and compliance with local codes; more that 10,000 gallons but
less than 500,000 requires an application with a bond; and over 500,000 gallons requires an application with a bond. The bonding
process for JA Energy is expected to take six months with a bond of no more than $50,000. This is for the demonstration unit in
Central Nevada. The Company does not plan to operate any other units. The permitting requirement for the 10,000 gallons is a 30-day
process. The MDU must comply with all local building codes, which are subject to the individual municipalities. The demonstration
unit has already been conditionally approved by the municipality subject to an approved set of engineered drawings.



As a condition to granting necessary permits,
regulators could make demands, which could increase our costs of construction and operations and we could be forced to obtain additional
debt or equity capital. Environmental issues such as contamination and compliance with applicable environmental standards could
arise at any time during the construction and operation of the ethanol plant.



The ethanol plant will be subject to environmental
regulation by the state in which the plant is located and by the U.S. Environmental Protection Agency (“EPA”). For
example, our future ethanol facilities will be subject to environmental regulations of Nevada and the EPA. These regulations could
result in significant compliance costs and may change in the future. Although carbon dioxide emissions are not currently regulated,
some authorities support restrictions on carbon dioxide emissions. If adopted, this could significantly impact our operating costs
because we may have to emit a significant amount of carbon dioxide into the air. Also, the state environmental agencies or the
EPA may seek to implement additional regulations or implement stricter interpretations of existing regulations. Recently, the EPA
cautioned ethanol producers that it is prepared to sue companies whose plants do not comply with applicable laws and regulations.
In a recent test of certain ethanol plants, the EPA expressed concerns over the discovery of certain "volatile organic compounds,"
some of which may be carcinogenic. Changes in environmental regulations or stricter interpretation of existing regulations may
require additional capital expenditures or increase our operating costs.



The ethanol plant could also be subject to
environmental nuisance or related claims by employees, property owners or residents near the ethanol plant arising from air or
water discharges. Individuals and entities may object to the air emissions from our ethanol plant. Ethanol production has been
known to produce an unpleasant odor, which could result in objections from surrounding residents and property owners. Environmental
and public nuisance claims, or tort claims based on emissions, or increased environmental compliance costs could significantly
increase our operating costs.



Effect of Existing or Probable Governmental
Regulations on the Business



Various federal and state laws, regulations
and programs have led to increased use of ethanol in fuel. These laws, regulations and programs are constantly changing. Federal
and state legislators and environmental regulators could adopt or modify laws, regulations or programs that could adversely affect
the use of ethanol. Certain states oppose the use of ethanol because they must ship ethanol in from other corn-producing states,
which could significantly increase their gasoline prices. Material changes in environmental regulations regarding the use of MTBE,
or the required oxygen content of automobile emissions, or the enforcement of such regulations could decrease the need to use ethanol.
Legislative trends, however, indicate a continued and increasing mandate for ethanol use in motor fuels, including diesel. For
example, the Energy Independence and Security Act (EISA) of 2007, increased the volume of renewable
fuel required to be blended into transportation fuel from 9 billion gallons in 2008 to 36 billion gallons by 2022.



Patent, Trademark, License and Franchise
Restrictions and Contractual Obligations and Concessions



James Lusk, CEO of JA Energy, filed a patent
with the U.S. Patent and Trademark Office in Washington, D.C., for the “Ethanol Distillation System and Apparatus.”
The “Ethanol Distillation System and Apparatus,” serial number 12/565,111 application, was published by the U.S. Patent
and Trademark Office on March 24, 2011. Subsequently, Mr. Lusk assigned this patent application to JA Energy. The Company elected
to abandon this patent application in favor of filing a new patent for the fully automated distillation system.



Separately, the Company has filed a Provisional
Patent with the U.S. Patent and Trademark office for the fully automated MDU. The title of invention is: “Method of Producing
Fuel and Modular Distillation Unit.” The patent was filed on May 7, 2013 under application number 61820666.





Research and Development Activities and
Costs



The majority of JA Energy’s expenses
involved costs related to research and development, and improving the efficiencies of its MDU.



Physical Plants



JA Energy currently operates an R&D facility
and a separate manufacturing facility, both in Las Vegas, NV. The manufacturing facility has a current capacity of 50 units annually.
Management has agreements in place that will allow for rapid expansion of manufacturing capacity as demand grows.



Results of Operations



Revenues



We earned $5,000 in revenues since our inception
through May 31, 2013. These revenues represent the sale of 5,000 pounds of Jerusalem Artichoke Seeds at $1.00 per pound. These
seeds came from a Jerusalem Artichoke planting that took place in Colorado. This sale represents the entire crop available for
sale, as the balance of the crop was lost due to an early season heat wave.



For the three months and for the nine months
ending May 31, 2013, we experienced a net loss of $(1,079,720) and $(1,182,458) respectively, as compared to a net loss of $(83,013)
and $(188,384) for the same periods last year. The net loss for the three months and for the nine months ending May 31, 2013 consisted
of general and administrative expenses of $68,187 and $153,425, consulting fees of $11,000 and $28,500 respectively, and abandonment
of farming operations $125,533, and warrant expense of $ 875,000. Our auditor issued an opinion that our financial condition raises
substantial doubt about the Company's ability to continue as a going concern.



Expenses



For the three month period and for the nine
month period ending May 31, 2013, the Company experienced general and administrative expenses of $68,187 and $153,425 respectively
as compared to $75,763 and $163,667 for the same periods last year. For the three month period and for the nine month period ending
May 31, 2013, the Company experienced consulting fees of $11,000 and $28,500 as compared to $8,500 and $25,967 for the same periods
last year. These expenses represented increased start-up costs as the Company begins its business operations. We anticipate our
operating expenses will increase as we build our operations.



Since the Company's inception, on August 26,
2010, the Company had a net loss of $(1,534,565).







Going Concern



The financial statements included with this
quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets business. As of May 31, 2013, the Company has recognized $5,000 in revenues and has accumulated
operating losses of approximately $1,534,565 since inception.



The Company's ability to continue as a going
concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain
profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company.
Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion,
to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best
efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for
operations.



These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might arise
from this uncertainty.



Plan of Operation



Management does not believe that the Company
will be able to generate any significant profit during the coming year. Management believes that general and administrative costs
and well as building its infrastructure will most likely exceed any anticipated revenues for the coming year.



The Company's need for capital may change
dramatically if it can generate additional revenues from its operations. In the event the Company requires additional funds, the
Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will
be available to the Company on acceptable terms.



Summary of any product research and development
that we will perform for the term of our plan of operation.



JA Energy plans manufacture and sell the Modular
Distillation Units which will convert blackstrap molasses into ethanol. The Modular Distillation Unit has been designed and a prototype
has been built. The Company needs to raise funding to purchase this unit. The Company does not anticipate performing any additional
significant product research and development under our current plan of operation.



Expected purchase or sale of plant and
significant equipment



With the exception of Modular Distillation
Units, we do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at
this time.











Significant changes in the number of employees



In the 3 months ended May 31, 2013 we hired
a general manager to oversee day to day operations and an engineer to oversee manufacturing operations and research & development.
For all other operations we are dependent upon our officers and directors for our future business development. As our operations
expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable
at this time.



Liquidity and Capital Resources



As of May 31, 2013 the Company has cash and
cash equivalents of $2,252, current assets of $5,807, and current liabilities of $441,253. As of May 31, 2013, the Company’s
total assets were $144,315 and total liabilities of $453,669. The Company is authorized to issue 70,000,000 shares of its $0.001
par value common stock and 5,000,000 shares of its $0.001 par value preferred stock. As of May 31, 2013, the Company has 37,276,703
shares of common stock issued and outstanding.



The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely
affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought through additional debt or equity private placements,
additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources
at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including
the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing
is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.



JA Energy Funding Requirements



JA Energy needs funding to fully execute its
business plan. JA Energy will require at least $1.5 million to acquire other business opportunities, market its services, and build
a client base. Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent
liabilities and/or amortization expenses related to goodwill and other intangible assets. This could materially adversely affect
the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies,
services or products might require the Company to obtain additional equity or debt financing, which might not be available on terms
favorable to the Company, or at all, and such financing, if available, might be dilutive.



Off-Balance Sheet Arrangements



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









Critical Accounting Policies and Estimates



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



New Accounting Standards

Management has evaluated recently
issued accounting pronouncements through November, 2012 and concluded that they will not have a material effect on the financial
statements as of May 31, 2013.



Item 3. Quantitative and Qualitative
Disclosures about Market Risk.



Not required for smaller reporting companies.



Item 4T. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



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



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



Management's Report on Internal Control
over Financial Reporting



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



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



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



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



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



Our management assessed the effectiveness
of our internal control over financial reporting as of August 31, 2012. In making its assessment, management used the criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below
that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over
financial reporting was not effective as of August 31, 2012.



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



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



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



We do not believe the material weaknesses
described above caused any meaningful or significant misreporting of our financial condition and results of operations for the
quarter ended May 31, 2013. However, management believes that the lack of a functioning audit committee and the lack of a majority
of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.



Management Plan to Remediate Material Weaknesses



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



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



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



Changes in Internal Control over Financial
Reporting



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



This amended quarterly report does not include
an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.



PART II. OTHER INFORMATION





Item 1 -- Legal Proceedings



From time to time, we may become involved
in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.



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



Item 1A - Risk Factors



See Risk Factors set forth in Part I, Item
1A of the Company's Annual Report on 10-K for the fiscal year ended August 31, 2012 and the discussion in Item 1, above, under
"Liquidity and Capital Resources."



Item 2 -- Unregistered Sales of Equity
Securities and Use of Proceeds



As of May 31, 2013 the company had negotiated
stock compensation service agreements with executive officers; the details are being reviewed by legal counsel, the executives
and the board of directors, and as of July 15, 2013 the agreements have not been finalized. The probable expense through May 31,
2103 is zero because under the terms of the anticipated agreement the shares have not been issued, and events for shares to be
issued have not yet occurred. There may or may not be an expense associated with the stock compensation plan in the future, however
since the company does not have a definitive agreement in place, an expense has not yet been recognized. If all the stock associated
with the stock compensation plan was to be issued as of May 31, 2013, and then this would result in the issuance of 200,000 additional
shares of common stock.



Item 3 -- Defaults Upon Senior Securities



None.



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



None.



Item 5 -- Other Information



None.













Item 6 -- Exhibits





|Exhibit Number |  | Ref |  | Description of Document                                                                                                                                                                           
|-------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |     |  |                                                                                                                                                                                                   
|               |  |     |  |                                                                                                                                                                                                   
|31.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|               |  |     |  |                                                                                                                                                                                                   
|32.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.             
|               |  |     |  |                                                                                                                                                                                                   
|101            |  | *   |  | The following materials from this Quarterly Report on Form 10-Q for the quarter ended May 31, 2012, formatted in XBRL (eXtensible Business Reporting Language):                                   
|               |  |     |  |                                                                                                                                                                                                   
|               |  |     |  | (1)Balance Sheets at February 28, 2013 (unaudited), and August 31, 2012 (audited)                                                                                                                 
|               |  |     |  |                                                                                                                                                                                                   
|               |  |     |  | (2)Unaudited Statements of Operations for the six-month periods ended
        February 28, 2013 and February
        29, 2012, and the period from August 26, 2010(inception) to February 28, 2013
|               |  |     |  |                                                                                                                                                                                                   
|               |  |     |  | (3)Unaudited Statements of Cash Flows for the six-month periods ended February 28, 2013
        and 2011, and the period from August 26, 2010
        (inception) to February 28, 2013.           
|               |  |     |  |                                                                                                                                                                                                   
|               |  |     |  | (4)    Notes to the financial statements.                                                                                                                                                         
|               |  |     |  |                                                                                                                                                                                                   



·Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed
or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended,
are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject
to liability under those sections.























SIGNATURES





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





|                    | JA Energy
        Registrant                                                                                                        
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                     
|                    |                                                                                                                                     
|Date: July 22, 2013 | /s/ James Lusk                                                                                                                      
|                    | Name: James Lusk                                                                                                                    
|                    | Title: Chief Executive Officer
        President and Director
        Principal Executive, Financial,
        and Accounting Officer