SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)

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



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



For the period January 1, 2013 through December 31,
2013



Commission File number 000-54834



WOODGATE ENERGY CORPORATION

(Exact name of registrant as specified in
its charter)



|Delaware                        | 46-1874004                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     



2500 Tanglewilde

Suite 260

Houston, Texas 77063

(Address of principal executive offices)
(zip code)



713-978-6551

(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.

xYes ̈No



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

|                                            | Large Accelerated filer |  ̈ |  | Accelerated filer         |  ̈
|------------------------------------------- | ----------------------- | - |  | ------------------------- | -
|                                            | Non-accelerated filer   |  ̈ |  | Smaller reporting company | x
|(do not check if smaller reporting company) |                         |  



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

 ̈YesxNo



Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

|Class                           |  | Outstanding at April 13, 2014
|------------------------------- |  | -----------------------------
|Common Stock, par value $0.0001 |  | 47,345,000                   



Documents incorporated by reference:                             
None













PART 1



Subsequent to the period covered
by this Report, the Company has filed a Form 8-K (filed March 27, 2014) pursuant to the Securities and Exchange Act of 1934. Much
of the information contained below is further discussed in those filings and such information is incorporated by reference herewith.



ITEM 1.



Business



The Company’s
current business is centered on coal bed methane energy and the production of associated natural gas.



On September 25, 2013,
WoodGate Energy Corporation, a Delaware corporation (the “Company”), completed the acquisitions of two entities in
separate stock-for stock transactions (collectively, and together, the “Acquisitions): (1) E&P CO, LLC, a Texas limited
liability company (“EPCO”) and (2) Prestige O&G, LLC, a Texas limited liability company (“Prestige”).
The purpose of the Acquisitions was to facilitate and prepare the Company for a registration statement and/or public offering of
securities. The acquisition by the Company of EPCO is referred to herein as the “EPCO Acquisition,” and the acquisition
by the Company of Prestige is referred to herein as the “Prestige Acquisition.”



The EPCO Acquisition
was effectuated by the Company through the exchange of each of the outstanding membership units of EPCO for 10,000 shares of common
stock of the Company. As a result, in the EPCO Acquisition, all of the outstanding membership interests in aggregate of EPCO were
exchanged for, and converted into, 13,337,280 shares of common stock of the Company. In addition, as part of the EPCO Acquisition,
EPCO’s outstanding debt was converted into shares of common stock of the Company, resulting in 13,296,950 shares of common
stock of the Company being issued to holders of EPCO’s debt. Hence, the Company issued a total of 26,634,230 shares of common
stock of the Company in the EPCO Acquisition.



The Prestige Acquisition
was effectuated by the Company through the exchange of each of the outstanding membership units of Prestige for 10,000 shares of
common stock of the Company. As a result, in the Prestige Acquisition, all of the outstanding membership interests in aggregate
of Prestige were exchanged for, and converted into, 10,115,770 shares of common stock of the Company.



In sum, a total of
36,750,000 shares of common stock of the Company were issued in the Acquisitions.



EPCO was formed in
June 2005 in the State of Texas, and is engaged in the development, drilling and production of coal bed methane (CBM) gas on a
concession located in the State of Louisiana. EPCO is engaged in the development of CBM wells, and it currently holds three producing
wells and one salt water disposal well, and is in the process of developing additional wells. The main source of revenue for the
Company is sale of CBM gas to Regency Gas Services, LLC. EPCO currently has access to about 10,000 net mineral acres of land (through
a lease) which has the potential of developing additional CBM wells.



Prestige was formed
in June 2009 in the State of Texas, and invests in and develops oil and gas production projects mainly in the United States . As
one of its major investments, Prestige formerly held an interest in EPCO (which interest was withdrawn on June 30, 2013 in preparation
for the Acquisitions) and is currently a partner with EPCO in its CBM Gas Project in the State of Louisiana.



As a result of the
Acquisitions, each of EPCO and Prestige became wholly owned subsidiaries of the Company. The Company, as the sole shareholder of
each of EPCO and Prestige, has taken over the operations and business plans of each of EPCO and Prestige.













Prior to the Acquisition,
the Company had no significant business, operations or plan. Accordingly, the business of the Company below is that of EPCO and
Prestige, each of which the Company acquired in the Acquisitions. The Company is specialized in the field of operating and managing
natural gas projects.



EPCO commenced developing
wells and raising funds to finance well development activities and initiated the process of drilling the third gas production well
during 2010 and completed lateral drilling of the third well in 2011. Through its efforts to date, EPCO has a complete, fully operational
processing facility and three developed and producing wells with limited quantities of gas pending the stabilization of the wells,
in addition to one saltwater disposal well in addition to a second saltwater disposal well under completion. The gas process facility
is designed to accommodate approximately 30 wells and includes a main connection to the sales pipeline network.



EPCO (with which Prestige
is a partner) is the primary owner company of NE Caldwell Gas project in Louisiana. EPCO has completed the development of the main
facility for the necessary infrastructure required to service the produced gas and transfer it to the main pipeline, in addition
to the development of the first three wells from its own resources where existing wells are operational and producing natural gas.
EPCO has successfully conducted directional drilling techniques in its operation where lateral drilling was successfully completed
so far. All current production is being sold under an agreement with Regency Gas Services, LLC through the main interstate pipeline.



Prestige O & G,
LLC invests in and develops oil and gas projects in the United States. Prestige, since its inception in 2009, held an interest
in EPCO (which interest was withdrawn on June 30, 2013 in preparation for the Acquisitions) and is currently a partner with EPCO
in its CBM Gas Project NE Caldwell in the State of Louisiana. Other than its interest in EPCO, Prestige did not have other substantive
business operations of a material nature from 2009 until June 2013.



In June 2013, EPCO
entered into a participation agreement with Prestige to establish a partnership in this project whereby each of EPCO and Prestige
now holds a 50% interest in the project. Prestige also holds interest in another project (Washington project) which is in very
initial stage. The Washington project, is an early stage Coalbed methane exploration and development project.  The project
is also known as the Vader prospect, which is located in Lewis County, Washington State.  The Company has leased approximately
3,000 acres for the purposes of this project.  Currently the project is on hold awaiting the ongoing development in the Company's
Louisiana CBM Project.



The Company holds a
significant competitive position in CBM industry in this area. The company is developing a basin with only minimal activity by
the competitors.  The Company has a 9,661-acre lease from a single mineral owner.  The Company is now the only operator
selling into the sales trunk pipeline owned by Regency Marketing.



The Company benefits
from geologic and reservoir knowledge acquired by its operations as well as data packages included for nearby projects as other
operators have exited the area, allowing the company to optimize future operations.



Coal Bed Methane (CBM) Resources



CBM gas is a clean
source of energy in the form of CH4 composite (methane natural gas). CBM is produced under unconventional means from coal seams.
The Company’s management believes that interest in developing CBM projects is increasing in recent years by public and private
sectors; accordingly CBM operations and businesses are expected to continue to grow in the future driven by CBM’s importance
as an energy source and anticipated to increase in demand for natural gas as a growing source of energy.













In 2011, the Company
(through EPCO) engaged Netherland, Sewell & Associates, Inc. (“Netherland Sewell”), worldwide petroleum consultants
and specialists in engineering, geology, geophysics and petrophysics, to assess the gross contingent and prospective resources
for certain coal bed methane properties located in Caldwell Parish, Louisiana (the area assessed represented only a portion of
the acreage in which EPCO holds an interest). The assessment made was prepared in accordance with the definitions and guidelines
set forth in the 2007 Petroleum Resources Management System (PRMS) approved by the Society of Petroleum Engineers (SPE).



Netherland Sewell assessed
the contingent gas resources, which are those quantities of petroleum which are estimated to be potentially recoverable from known
accumulations, but for which the applied project(s) are not yet considered mature enough for commercial development because of
one or more contingencies. The contingent resources assessed are considered contingent upon increasing the individual gas production
rates for existing wells to sufficiently demonstrate the commerciality of the project(s).



In addition to the
Netherland Sewell analysis, the Company has also confirmed these assessments through analysis by Supreme Source Energy Services
(SSES, a CBM engineering and drilling specialist firm, and Intertek Westport Technology Center, a consultant and laboratory analyst
to the oil and gas exploration and production industry.



Strategic Partners and Suppliers



The Company believes
that strategic partnerships will be a major component of the Company’s operating strategy and path to success. The Company
plans to work with several strategic partners in important areas of its business and operations to promote its development activities
in efforts to maintain the competitive edge in the CBM industry.



Customer Agreement



The main source of
revenue for the Company (through EPCO) is the sale of CBM gas to Regency Gas Services, LLC (together with all of its affiliates,
collectively, “Regency”) through various off-take agreements to sell all produced gas at prevailing market prices.
Pursuant to the agreement, which includes Regency Intrastate Gas LP, a tap, valve and metering facility for the receipt of gas
by Regency from EPCO was set up by the parties. Pursuant to the agreement, the Company will receive revenues upon sales of gas
each month.



EPCO Lease from International Paper
Company



On May 1, 2008, EPCO
entered into an exploration agreement with coal bed methane lease option east with International Paper Company (“International
Paper Agreement”). Under the International Paper Agreement, EPCO has rights to explore for, and otherwise evaluate, deposits
of coal containing coal bed methane in certain areas in Caldwell Parish, Louisiana comprising approximately 9,661 acres. Pursuant
to the International Paper Agreement, EPCO exercised a lease option in 2008 allowing it to proceed with development and production
projects in this area. Since then, EPCO has annually renewed such lease for its project development (the current period, as recently
renewed, runs to April 30, 2014) for and in consideration of the negotiated sum of $19,322 and other
good and valuable consideration by the Lessor. The current annual renewal extending the primary term of the coal bed methane
lease until April 30, 2014 covers all of the 9,661 acres under the original lease. Further annual extensions will also require
the Company to pay default penalty at a rate of $2 per acre.



Further, in June 2013,
EPCO entered into a participation agreement with Prestige to establish a partnership in this project whereby each of EPCO and Prestige
now hold a 50% interest in the project. The International Paper Agreement is being managed for International Paper Company by BRP,
LLC, a joint venture owned by International Paper Company and Natural Resource Partners L.P., a publicly traded master limited
partnership. Currently, the Company pays approximately $2.00 per acre for the lease each year in addition to the royalty payments
upon sales of gas each month. The royalty is determined based on base royalty rate of 12.5% plus a supplemental royalty based on
the gross sales price of the CBM.











Governmental Regulations



The Company holds various
licenses and permits to drill, operate and conduct such exploration activities in Louisiana. Based on the nature of operations,
the Company has only a set of established regulations for compliance.



The Company does not
need or require any other approval from government authorities or agencies in order to operate its regular business and operations.
However, it is possible that any proposed expansion to the Company’s business and operations in the future would require
government approvals.



Regulations relating
to the Company primarily concern the requirements of the U.S. Army Corps of Engineers and the Department of Natural Resources,
State of Louisiana, each of which have a separate approval and permit process which applies to operations that the Company conducts
(or plans to conduct). The effect of regulations is that applications and permits may be required to conduct drilling. The additional
step of approvals may have the result of causing or delay, changes or other restrictions in the ability of the Company to conduct
its operations. At present, the Company’s management believes that it can meet the approval and permitting process to conduct
the Company’s activities in all of its proposed plans of business operation, and the Company has budgeted for anticipated
costs for this compliance process.



Marketing and Sales



Due to the secured
off take agreement with Regency for the sale of all gas production of the Company, the Company has conducted limited advertising
and marketing to date. .



Employees and Organization



The Company presently
(with its subsidiaries) has four employees in its payroll. The Company also regularly engages contractors and sub-contractors to
directly work in the wells in Louisiana.



The employees receive
health insurance benefits. The Company may offer additional fringe and welfare benefits in the future as the Company’s profits
grow and/or the Company secures additional outside financing or its profits from operations allow expenditure on such items.



Stephen Spafford, an
operational manager, has an employment agreement with EPCO, entered into as of May 2010. Pursuant to this agreement and further
revisions, Mr. Spafford is currently entitled to a base salary of $210,000, plus eligibility for performance bonuses and other
perquisites. The employment agreement with Mr. Spafford has a term of one year, and is subject to annual renewals by mutual consent.



Samta Gupta, an accountant,
has an employment agreement with EPCO, entered into as of June 2009. Pursuant to this agreement and further revisions, Ms. Gupta
is currently entitled to a salary of $75,000, plus eligibility for certain perquisites.



Subsidiaries



Currently, the Company
has two subsidiaries – EPCO and Prestige (each of which was acquired in the Acquisitions). The Company is the sole owner/member
of each of EPCO and Prestige.



Intellectual Property



The Company holds limited
intellectual property, and has not applied for any patents. The Company does hold one trademark issued by the U.S. Patent and Trademark
Office for “E & Pco, LLC EXPLORATION AND PRODUCTION.” The trademark was registered in March 2012 and covers Class
37 for oil and gas development and related activities.











Risk Factors



The Company has generated revenues,
but limited profits, to date.



The Company has generated
limited profits to date. The business model of the Company involves significant costs, resulting in a low margin on revenues. Coupling
this fact with operating expenses incurred by the Company, the Company has only generated a small amount of total profits in the
past. The Company is conducting a plan to expand its revenue and business to a scale of the enterprise would result in a higher
gross margin and net margin.



No assurance of success in operations.



There is no assurance
that the Company’s exploration or development activities will be successful. Moreover, there is no assurance that any of
the Company’s operations will have any ability to realize profits.



Because the Company
has a limited operating history and currently not producing consistent revenue from sale of gas, it may be difficult for any investor
to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company
has limited financial results upon which an investor may judge its potential. The Company may in the future experience under-capitalization,
shortages, setbacks and many of the problems, delays and expenses encountered by any early-stage business. An investor will be
required to make an investment decision based solely on the Company management’s history, its projected operations in light
of the risks, the limited operations and financial results of the Company to date, and any expenses and uncertainties that may
be encountered by one engaging in the Company’s industry.



The Company operates in a sector generally
regarded with high risk.



The Company operates
in the broader oil and gas exploration and development sector, which is an industry typically characterized by high risk. The success
of the Company may vary widely based on the ability to successfully extract natural gas. Material risks can arise on account of
Drilling/Mechanical Complications, Permit timing, sensitive nature of the market of the gas prices and variation in Reservoir Thickness
etc.



Ultimately, in spite
of the Company’s best or reasonable efforts, the Company may have difficulty in generating revenues or remaining profitable.



The Company’s officers and directors
beneficially own a majority of the Company’s common stock and, as a result, can exercise control over stockholder and corporate
actions.



The officers and directors
of the Company currently beneficially own approximately 59% of the Company’s outstanding common stock. As such, they will
be able to control most matters requiring approval by stockholders, including the election of directors and approval of significant
corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control,
which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders
from realizing a premium over the market price for their Shares.



The Company depends on its management
team to manage its business effectively.



The Company's future
success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly
skilled management, operational and executive personnel. The Company’s future success is highly dependent on its officers,
to provide the necessary experience and background to execute the Company's business plan. The loss of any officer’s services
could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives, and
as such would negatively impact the Company's possible overall development.











Government regulation could negatively
impact the business.



The Company’s
business segments may be subject to various government regulations in the jurisdictions in which they operate. Due to the potential
wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities,
including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to
comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations
could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.



The Company does not maintain certain
insurance, including errors and omissions and indemnification insurance.



The Company has limited
capital and, therefore, does not currently have a policy of insurance against liabilities arising out of the negligence of its
officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance,
there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company,
its officers and directors, or its business operations. Any such liability which might arise could be substantial and may exceed
the assets of the Company. The certificate of incorporation and by-laws of the Company provide for indemnification of officers
and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange
Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.



Intellectual property and/or trade secret
protection may be inadequate.



The Company has applied
for minimal intellectual property and trade secret protection in aspects of its business. There can be no assurance that the Company
can obtain effective protection against unauthorized duplication or the introduction of substantially similar solutions and services.
Further, there is no guarantee that intellectual property currently in place adequately protects the Company or its business and
operations.



Shares of common stock in the Company
may be subject to resale restrictions imposed by Rule 144 of the Securities and Exchange Commission



The shares of common
stock held by current shareholders are considered “restricted securities” subject to the limitations of Rule 144 under
the Securities Act. In general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 12 months.
Shares purchased in this Offering may be subject to Rule 144 resale restrictions, and accordingly, investors may be subject to
such resale limitations.



Reliance upon Rule 144 to sell securities
may be unavailable to the Company, due to its previous status as a shell company, and if Rule 144 is not available (pursuant to
Rule 144(i)), certain shares of common stock may have no ability for sale or transfer until the Company is allowed to rely upon
Rule 144 of the Securities and Exchange Commission



Rule 144 establishes
specific criteria for determining whether a person is not engaged in a distribution of securities. Among other things, Rule 144
creates a safe harbor whereby a person satisfying the applicable conditions of the Rule 144 safe harbor is deemed not to be engaged
in a distribution of the securities and therefore not an underwriter of the securities. If a purchaser of securities is unable
to rely upon Rule 144 to sell securities (due to Rule 144(i)), then the securities must be registered or another exemption from
registration must be found in order for the distribution of securities to be made. In the event that the securities are not registered
or another exemption is not found, a purchaser of securities may not be able to sell or transfer the shares of common stock in
the Company until such time as the Company is able rely upon Rule 144.



Pursuant to Rule 144(i),
reliance upon Rule 144 is typically available for the resale of restricted or unrestricted securities that were initially issued
by a reporting or non-reporting shell company (or an issuer that has been at any time previously a reporting or non-reporting shell
company) only if the following conditions are met:

| | · | The issuer of the securities that was
formerly a reporting or non-reporting shell company has ceased to be a shell company;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | The issuer of the securities is subject
to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934;
| | - | ------------------------------------------------------------------------------------------------------------------------------------











| | · | The issuer of the securities has filed
all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | At least one year has elapsed from the
time that the issuer filed current Form 10 type information with the Commission reflecting its status as an entity that is not
a shell company.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 2.



Property



The Company’s
headquarters are located in Houston, Texas. The office location leased from Woodlake Properties consists of approximately 3,000
square feet. The monthly lease cost for the Company is $3,927 at present.



The Company leases
the land (almost 10,000 acres) on which its wells are located in Columbia, Louisiana. The total land area can accommodate up to
150 to 200 wells.



Item 3.



Legal Proceedings



There are currently
no pending, threatened or actual legal proceedings of a material nature in which the Company is a party.



EPCO was a party to
the lawsuit entitled Noram Drilling Company v. E&P Co International, LLC and E&P Co., LLC. The case has been pending in
Caldwell Parish, Louisiana since originally filed in 2009. EPCO, which was a party to the suit, was dismissed following a motion
for summary judgment adjudicated in its favor in 2013. Accordingly, EPCO is no longer a party to this proceeding.



Item 4.



Mine Safety Disclosures
– Not Applicable



PART II



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



Recent Sales of Unregistered Securities



The Company has issued
the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration
of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each
of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising
or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without
a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting
discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally
and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or
its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or
general solicitation was used to solicit any investors.











(1) On July 31, 2012,
10,000,000 shares of common stock were issued to Tiber Creek Corporation for total consideration paid of $1,000.00. Subsequently,
on May 16, 2013, the Company redeemed an aggregate of 9,750,000 of these shares for the redemption price of $975.



(2) On July 31, 2012,
10,000,000 shares of common stock were issued to MB Americus, LLC for total consideration paid of $1,000.00. Subsequently, on May
16, 2013, the Company redeemed an aggregate of 9,750,000 of these shares for the redemption price of $975.



(3) On May 17, 2013,
the Company issued 8,750,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933, as amended, as
follows:



|Names of Shareholders                   |  | No. of shares |           |  | Consideration |  
|--------------------------------------- |  | ------------- | --------- |  | ------------- | -
|                                        |  |               |           |  |               |  
|E&P Management and Development Co., LLC |  |               | 3,821,396 |  |               | $
|Caldwell US, Inc.                       |  |               | 1,774,000 |  |               | $
|Rasan Associates, LLC                   |  |               | 100,000   |  |               | $
|Delta O&G, LLC                          |  |               | 552,604   |  |               | $
|Rasan Private Equity                    |  |               | 100,000   |  |               | $
|Rasan Energy                            |  |               | 2,400,000 |  |               | $
|Univest                                 |  |               | 2,000     |  |               | $



(4) Beginning in July
2013, shares of common stock were issued by the Company to the shareholders named below pursuant to executed subscription agreements
under a Regulation D offering. The Company filed a Form D in August 2013.



|Names of Shareholders                                                       |  | No. of shares |         |  | Consideration |  
|--------------------------------------------------------------------------- |  | ------------- | ------- |  | ------------- | -
|                                                                            |  |               |         |  |               |  
|Saad Salah Al-Ghanim                                                        |  |               | 75,000  |  |               | $
|Ahmad Yousef Al-Khalaf                                                      |  |               | 30,000  |  |               | $
|Yousef Yakoob Al-Salman                                                     |  |               | 60,000  |  |               | $
|Al-Rawda Investment for Real Estate Development and Projects Management Co. |  |               | 500,000 |  |               | $
|Al Majmow International Trading Est.                                        |  |               | 100,000 |  |               | $
|Al Wadi Limited Co.                                                         |  |               | 100,000 |  |               | $
|Mashhhoor Ali O Almadodi                                                    |  |               | 80,000  |  |               | $
|Fatmah Abdulgader A Radwan                                                  |  |               | 60,000  |  |               | $
|Hajar Mashhor A Almadodi                                                    |  |               | 30,000  |  |               | $
|Zainab Mashhour A Almadodi                                                  |  |               | 30,000  |  |               | $
|Khawlah Mashhoor A Almadodi                                                 |  |               | 30,000  |  |               | $
|Aisha Mashhour A Almadodi                                                   |  |               | 30,000  |  |               | $
|Ali Mashhoor A Almadodi                                                     |  |               | 30,000  |  |               | $
|Mahmoud Mashhour A Almadodi                                                 |  |               | 30,000  |  |               | $
|Fuad Hamed Al-Humoud                                                        |  |               | 10,000  |  |               | $
|Hamad Fuad Al-Humoud                                                        |  |               | 10,000  |  |               | $
|Abdulaziz Fuad Al-Humoud                                                    |  |               | 10,000  |  |               | $
|Khaled Rashed Al-Hajeri                                                     |  |               | 10,000  |  |               | $
|Fakhrieh Muhammad Al-Hajeri                                                 |  |               | 10,000  |  |               | $
|Munirah Khaled Al-Hajeri                                                    |  |               | 10,000  |  |               | $
|Rashed Khaled Al-Hajeri                                                     |  |               | 10,000  |  |               | $
|Sarah Khaled Al-Hajeri                                                      |  |               | 10,000  |  |               | $
|Muhammad Khaled Al-Hajeri                                                   |  |               | 10,000  |  |               | $
|Ali Khaled Al-Hajeri                                                        |  |               | 10,000  |  |               | $
|Abdullah Khaled Al-Hajeri                                                   |  |               | 10,000  |  |               | $
|Takek Al-Kasabi                                                             |  |               | 50,000  |  |               | $











(5) On September 25,
2013, the Company issued 13,337,280 shares of common stock to members of EPCO in connection with the EPCO Acquisition, as follows:



|Shareholder Name      |  | Number of Shares |          
|--------------------- |  | ---------------- | ---------
|                      |  |                  |          
|Caldwell US, Inc.     |  |                  | 6,542,580
|Rasan Associates, LLC |  |                  | 274,377  
|EPMD, LLC             |  |                  | 5,057,885
|Delta O&G, LLC        |  |                  | 1,462,438



(6) On September 25,
2013, the Company issued 13,296,950 shares of common stock to retire debt of EPCO in connection with the EPCO Acquisition, as follows:



|Shareholder Name           |  | Number of Shares |          
|-------------------------- |  | ---------------- | ---------
|                           |  |                  |          
|Caldwell US, Inc.          |  |                  | 210,528  
|Rasan Associates, LLC      |  |                  | 2,000,000
|Rasan Private Equity, Inc. |  |                  | 1,498,592
|EPMD, LLC                  |  |                  | 8,578,827
|Delta O&G, LLC             |  |                  | 1,009,003



(7)	On September
25, 2013, the Company issued 10,115,770 shares of common stock to members of Prestige in connection with the Prestige Acquisition,
as follows:



|Shareholder Name  |  | Number of Shares |          
|----------------- |  | ---------------- | ---------
|                  |  |                  |          
|Caldwell US, Inc. |  |                  | 5,057,885
|EPMD, LLC         |  |                  | 5,057,885



| | ITEM 6. | SELECTED FINANCIAL DATA
| | ------- | -----------------------



There is no selected financial data required to be filed
for a smaller reporting company.



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











Cash and Cash Equivalents



At December 31, 2013 and 2012, the Company
had Cash and Cash Equivalents consisting of $736,647 and $55,100, respectively.



Accounts Receivable



At December 31, 2013 and 2012, the Company
had Accounts Receivable – Related Party consisting of $0 and $562,438, respectively.



Projects Under Developments



At December 31, 2013 and 2012, the Company’s
Projects Under Development were $19,009,407 and $18,351,693, respectively.



|Entity                               |  | 2013 |            |  | 2012 | 
|------------------------------------ |  | ---- | ---------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -          |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 8,869,848  |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | 10,139,559 |  |      | 
|Total                                |  |      | 19,009,407 |  |      | 



Intangibles



At December 31, 2013 and 2012, the Company
held Intangible Assets of $8,157,352 and $0, respectively.



|Entity                               |  | 2013 |           |  | 2012 | 
|------------------------------------ |  | ---- | --------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -         |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 8,157,352 |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | -         |  |      | 
|Total                                |  |      | 8,157,352 |  |      | 



Notes Payable



At December 31, 2013 and 2012, the Company
held Notes Payable consisting of $0 and $714,928, respectively.



|Entity                               |  | 2013 |   |  | 2012 | 
|------------------------------------ |  | ---- | - |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | - |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | - |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | - |  |      | 
|Total                                |  |      | - |  |      | 



Accounts Payable



At December 31, 2013 and 2012, the Company
held Accounts Payable consisting of $266,835 and $698,760, respectively.



|Entity                               |  | 2013 |         |  | 2012 | 
|------------------------------------ |  | ---- | ------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -       |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 266,835 |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | -       |  |      | 
|Total                                |  |      | 266,835 |  |      | 











Revenues



As of December 31, 2013 and 2012, Woodgate
had limited revenues of gas sales in the amount of $3,845 and $4,420 and had limited income or cash flows from operations. The
continuation of Woodgate as a going concern is dependent upon financial support from its stockholders or its ability to obtain
necessary equity financing to continue operations.



Earnings Per Share



For the years ending December 31, 2013
and 2012, the company recorded losses of $2,278,844 and $592,816, respectively. This resulted in Earnings Per Share of ($0.06)
and ($0.02) for those respective year ends. The majority of these losses are attributable to operational expenses incurred by the
subsidiaries of the Company.



Litigation and other Contingencies



Management has regular litigation reviews,
including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies.
The Company accrues an undiscounted liability for those contingencies where the incurrence of loss is probable and the amount can
be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate
than any other amount, then the minimum of the range is accrued. The Company does not record liabilities when the likelihood that
the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to
be only reasonably possible or remote. For purposes of our contingency disclosures, “significant” includes material
matters as well as other matters which management believes should be disclosed. Woodgate Energy Corporation will continue to defend
itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the Company does not believe
the ultimate outcome of any currently pending lawsuit against Woodgate Energy Corporation will have a material adverse effect upon
the Company’s operations, financial condition, or financial statements taken as a whole.



On April 16, 2009, Noram Drilling Company
filed an original complaint against E & P Co. International, LLC and E & P Co., LLC in the 37th District Court
of Louisiana, arguing E & P Co., LLC was liable for breach of contract by E & P Co., LLC under the theory of single enterprise
liability. The Company argues no such single enterprise liability exists as the contract is to be construed under Texas law. On
January 16, 2013, the 37th District Court in the Parish of Caldwell, Louisiana, the court granted E & P Co., LLC’s
Motion for Summary Judgment, holding the Company not to be a party to the drilling contract. The Court further denied NorAm’s
Motion for Summary Judgment for damages. On December 11, 2013, the Court of Appeals of the Second Circuit of the State of Louisiana
affirmed the trial court’s finding.



At this time, the company is subject
to no legal proceedings and the Company is unaware of any proceedings contemplated against it.



Supplemental Information on Oil and
Gas Exploration and Production



The results of operations for producing
activities shown below do not include earnings from non-operating activities.











|Results of Operations for the Years Ending |  | 2013 |       |  | 2012 | 
|------------------------------------------ |  | ---- | ----- |  | ---- | 
|Revenue                                    |  |      |       |  |      | 
|Sales to third parties                     |  |      | 3,845 |  |      | 
|                                           |  |      |       |  |      | 
|Production costs excluding taxes           |  |      | 3,083 |  |      | 
|Exploration expenses incurred              |  |      | -     |  |      | 
|Taxes other than income                    |  |      | -     |  |      | 
|Related income tax                         |  |      | -     |  |      | 
|Results of producing activities            |  |      | 762   |  |      | 



Management’s judgment regarding the
project’s capitalization of exploration well costs is based upon its current inability to estimate reserves. Currently, the
project requires additional investment and approximately six months production history at substantially higher rates before an
appropriate valuation of proved reserves may be made. The Company anticipates the following costs necessary to achieve proven reserve
status of which E & P Co., LLC will be responsible for its interest accordingly:



|Description                             |  | Cost |          
|--------------------------------------- |  | ---- | ---------
|Addition of new saltwater disposal well |  |      | 1,000,000
|Re-drill Well No. 1                     |  |      | 1,000,000
|Replace pumps on Wells No. 4 and 5      |  |      | 200,000  
|Proved reserves valuation               |  |      | 25,000   
|                                        |  |      | -        
|Net costs                               |  |      | 2,225,000



As of December 31, 2013 and 2012, the amounts
of capitalized costs related to oil and gas producing activities was as follows:



|                                                                               |  | 2013         |            |  | 2012                                      | 
|------------------------------------------------------------------------------ |  | ------------ | ---------- |  | ----------------------------------------- | 
|                                                                               |  | Consolidated |            |  | Entity’s Share of Equity Method Investees | 
|Unproved oil and gas properties                                                |  |              | 19,009,407 |  |                                           | 
|Proved oil and gas properties                                                  |  |              | -          |  |                                           | 
|Accumulated depreciation, depletion and amortization, and valuation allowances |  |              | -          |  |                                           | 
|Net capitalized costs                                                          |  |              | 19,009,407 |  |                                           | 













The aging of amounts of capitalized well
costs and number of projects are as follows:



|Period Ending December 31 |  | Well Costs Capitalized for the Period |            |  | Number of Projects | 
|------------------------- |  | ------------------------------------- | ---------- |  | ------------------ | 
|2008                      |  |                                       | 5,569,607  |  |                    | 
|2009                      |  |                                       | 2,986,906  |  |                    | 
|2010                      |  |                                       | 3,544,207  |  |                    | 
|2011                      |  |                                       | 5,285,613  |  |                    | 
|2012                      |  |                                       | 965,360    |  |                    | 
|2013                      |  |                                       | 657,714    |  |                    | 
|Total                     |  |                                       | 19,009,407 |  |                    | 



Costs Incurred In Oil And Gas Property Acquisition,

Exploration And Development

For The Years Ended December 31, 2013 And
2012



|Consolidated Entries                       |  | 2013 |         |  | 2012 | 
|------------------------------------------ |  | ---- | ------- |  | ---- | 
|Acquisition of Properties                  |  |      |         |  |      | 
|Proved                                     |  |      | -       |  |      | 
|Unproved                                   |  |      | 10,000  |  |      | 
|Exploration Costs                          |  |      | 2,562   |  |      | 
|Development Costs                          |  |      | 645,152 |  |      | 
|Entity’s Share of Equity Method Investees: |  |      |         |  |      | 
|Acquisition of Properties                  |  |      |         |  |      | 
|Proved                                     |  |      | -       |  |      | 
|Unproved                                   |  |      | 10,000  |  |      | 
|Exploration Costs                          |  |      | 2,562   |  |      | 
|Development Costs                          |  |      | 645,152 |  |      | 



Subsequent Events



None noted.



| | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| | ------- | -------------------------------------------



The financial statements for the Company are included
herewith.











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



Not applicable.



| | ITEM 9A. | CONTROLS AND PROCEDURES
| | -------- | -----------------------





Pursuant
to Rules adopted by the Securities and Exchange Commission. the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end
of the fiscal year under the supervision and with the participation of the Company's Board of Directors. Based upon that evaluation,
they believe that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and
processed timely. There have been no significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of the evaluation.



Management's Report of Internal
Control over Financial Reporting



The Company
is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule
13a-15 of the Securities Exchange Act of 1934. The Company's Board of Directors conducted an evaluation of the effectiveness of
the Company's internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial reporting was effective as of December 31, 2013, based
on those criteria.



PART III



| | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
| | -------- | -------------------------------------------------------



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



|Name                     | Age | Position              
|------------------------ | --- | ----------------------
|Year Commenced           |     |                       
|Fuad Al-Humoud 2013      | 50  | President and Director
|Osman Kaldirim, Jr. 2013 | 34  | Director              
|Dr. Osman Kaldirim 2013  | 61  | Director              
|Mel Bernstein 2013       | 42  | Director              













Fuad Al-Humoud



Fuad Al-Humoud serves
as the President and Director of the Company. Mr. Al-Humoud has 24 years of experience in banking, investments and real estate
fields with particular emphasis on financial engineering, investment development (private equity, funds and direct investment),
Treasury operations, portfolio management and leasing and project financing. Mr. Al-Humoud has extensive entrepreneur experience
in activities related to business development and financial structuring for start-up as well as existing investment programs. Mr.
Al-Humoud has over 15 years experience in establishing financial institutions in banking, finance, and the investment sector contributing
to development of the business plan, and operational, investment and business policies. Mr. Al-Humoud continues to hold executive
positions in Rasan Associates, LLC and Rasan Energy Company. He also holds the position of Chairman for Rasan Holding. He devotes
about 60% of his time for the Company. Mr. Al-Humoud received his Bachelor of Science in Industrial Engineering degree in 1988
from The University of Miami.



Osman Kaldirim, Jr.



Osman Kaldirim, Jr.
serves as a Director of the Company. Mr. Kaldirim is a Petroleum Geologist with a broad background in prospect generation and prospect
evaluation together with various operating management functions in oil and gas projects, including both U.S. and International
projects. Mr. Kaldirim has over nine years’ experience in the Oil & Gas sector with main focus on Exploration & Development
of unconventional Oil & Gas Projects using conventional and non-conventional drilling techniques, production planning and project
management. Since 2005 to the present, Mr. Kaldirim has served as the Vice President and Chief Geologist at E&P Co., LLC and
has been managing the drilling, exploration and development of multiple wells in their 10,000 acres, Northeast Caldwell CBM Project
in Louisiana. Mr. Kaldirim received Masters Degree in Petroleum/Structural Geology in 2004 from Oklahoma State University and his
Bachelor of Science Degree in Geology from Texas A&M University in 2002. Mr Kaldirim is the son of Dr. Osman Kaldirim, one
of the directors of the Company.



Dr. Osman Kaldirim



Dr. Osman Kaldirim
serves as a Director of the Company and Chairman of E&P Co. Dr. Kaldirim is currently the CEO and President of Delta Oil Company
and also the president of Delta Oil Central Asia Company.  He is experienced in new project developments, negotiation and
implementation of several on-shore and off-shore oil and gas projects.  He was also a member of a team for UNOCAL Company
for new project development and contracts negotiation in the Central Asia. His work in Azerbaijan contributed towards the negotiation
of the first production-sharing contract (PSC) for the Caspian Sea oil field development.  The contract intends that over
$13 billion US Dollars are to be invested by twelve major oil companies from seven different countries.



Dr. Kaldirim has also
made an important contribution to oil and gas pipeline projects in Central Asia including Baku- Tiflis- Ceyhan Oil pipeline. 
Dr. Kaldirim became chairman of the gas pipeline project development (from Turkmenistan to Pakistan) named CentGas Company. 
This project, currently on hold pending resolution of Afghanistan issues, requires an investment of approximately $4 billion US
Dollars.  Dr. Kaldirim is one of the founders of one the major oil pipeline project named CentOil pipeline Company (from Kazakistan,
Uzbakistan, Turkmensitan, to Arabian Sea port in Pakistan) expected to establish pipelines that will open a market to these Central
Asian countries for their products and will create additional alternative sources for oil and gas for the rest of the world. 
He has been involved in providing his consulting, contracting and representation services to engineering and construction and energy
related companies for development and infrastructure projects in Central Asia and Middle East.











Dr. Kaldirim has also
been involved in many other types of projects such as the development of the first Arabic/English microcomputers (he was a founder
and developer of Research Computer Technology Company in California (RCTC)).  He was one of the developers and founders of
American Fiber Optic Company in Long Beach California.  Dr. Kaldirim played a major role in the development of the high frequency
low noise analog optical receiver and transmitter system for the U.S. defense department.  He has worked as senior scientist,
advisor and consultant for many international companies and countries including the United States at the highest levels.



Dr. Kaldirim has more
than 30 classified publications and scientific articles related to electronics, EMP, EMI, Fiber optic and integrated optics. 
He also holds patents in Biomedical Engineering, specifically, micro-spherical protein movement using electromagnetic force in
the body.  Dr. Kaldirim also has an associate professorship, awarded by the ministry of higher education in Turkey.



Dr. Kaldirim received
his Bachelor’s degree in Electrical Engineering from Yildiz University in Istanbul in 1975 followed by his Master's Degree
(MSc) in 1977, Engineering Degree (ED) in 1979, Ph.D. in 1981 and studied towards MBA in 1982 from the University of California
Los Angeles (UCLA).  He holds both US and Turkish citizenship. Dr. Kaldirim is the father of Osman Kaldirim, Jr., one of the
directors of the Company.



Mel Bernstein



Mel Bernstein serves
as a director of the Company. Mr. Bernstein has over 20 years of real estate, finance and investment experience at the executive
level. Mr. Bernstein has experience in generating, implementing and managing residential and commercial real estate services in
sales, leasing, exclusive representation, property management and consulting. He currently holds the position of Vice President
with RE/Max Optima, a Florida based real-estate company. From 1996 to 2013 Mr. Bernstein held management executive positions with
Mel Bernstein Real Estate and from 1997 to 2010 with All Florida Funding/Real Property Mortgage Investors. In addition to approximately
1800 hours of professional development in real estate education and mortgage finance education, Mr. Bernstein holds multiple real
estate licenses and enjoys membership with various professional organizations. Mr. Bernstein is a highly skilled and motivated
professional. He has a proven track record in managing distressed projects making positive turn around. He is highly result oriented
and can handle challenging business events. His experience surely meets the qualification needed to take the Company (WGE) into
the next level. His independent advice and input serving as a director is without doubt a value to the company.



Director Independence



Pursuant to Rule 4200
of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee
of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has
with the Company, either directly or indirectly. Based on this review, the board has one independent director – Mel Bernstein.



Committees and Terms



The Board of Directors
(the “Board”) has not established any committees. The Company assigned Mel Bernstein, an Independent Director, to conduct
periodical internal audits on company’s activities and compliance to its operational policies and submit internal audit reports
to the Board of Directors for review and action, if any.



Conflicts of Interest



There are no
binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce
a liability of management to the Company would most likely be prohibitively expensive and time consuming.



Code of Ethics/Operational Policies



The Company implements operational business policies
which govern business activities and compliance and code of ethics, in addition to Staff, Officers, and Board of Directors’
rights and responsibilities.











ITEM 11. EXECUTIVE COMPENSATION



The Company’s
Board of Directors has determined the Company's (and its subsidiary companies) officers' and directors' remuneration as follows
for 2013:



-At the Company (parent)
level: compensation of $200,000 to the President and $10,000 to each of the four directors.



-At EPCO subsidiary
level: compensation of $200,000 to the Chairman of EPCO.



At Prestige subsidiary
level: None



As of December 2013,
the Company has made an accrual of this Compensation payable to Company’s Officers and Directors.



Remuneration of Officers and Directors:
Summary Compensation Table



At Company level
(Parent Company)



|Name/Position           |  | Year |  | Annual 
Earned 
Salary |   |  | Annual 
Payments 
Made |   |   | Bonus |  |   | Stock 
and 
Options |  |  | Compesntaion 
Plans |   |  | All Other 
Compensation |   |   | Annual 
Compensation 
Total | 
|----------------------- |  | ---- |  | ---------------------- | - |  | ---------------------- | - | - | ----- |  | - | ------------------- |  |  | ------------------- | - |  | ----------------------- | - | - | --------------------------- | 
|                        |  |      |  |                        |   |  |                        |   |   |       |  |   |                     |  |  |                     |   |  |                         |   |   |                             | 
|Fuad Al-Humoud          |  | 2013 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|President and Director  |  | 2012 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|                        |  |      |  |                        |   |  |                        |   |   |       |  |   |                     |  |  |                     |   |  |                         |   |   |                             | 
|Dr. Osman Kaldirim      |  | 2013 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|Vice Chairman, Director |  | 2012 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|                        |  |      |  |                        |   |  |                        |   |   |       |  |   |                     |  |  |                     |   |  |                         |   |   |                             | 
|Osman Kaldirim Jr.      |  | 2013 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|Vice President, EPCO    |  | 2012 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|                        |  |      |  |                        |   |  |                        |   |   |       |  |   |                     |  |  |                     |   |  |                         |   |   |                             | 
|Mel Bernstein           |  | 2013 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 
|Director                |  | 2012 |  | $                      | 0 |  |                        | $ | 0 |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                             | 











At Subsidiary level
(EPCO)



|Name/Position      |  | Year |  | Annual 
Earned 
Salary |         |  | Annual 
Payments 
Made |   |         | Bonus |  |   | Stock 
and 
Options |  |  | Compensation 
Plans |   |  | All Other
 Compensation |   |   | Annual 
Compensation
Total | 
|------------------ |  | ---- |  | ---------------------- | ------- |  | ---------------------- | - | ------- | ----- |  | - | ------------------- |  |  | ------------------- | - |  | ----------------------- | - | - | -------------------------- | 
|Dr. Osman Kaldirim |  | 2013 |  | $                      | 0       |  |                        | $ | 0       |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|Chairman           |  | 2012 |  | $                      | 0       |  |                        | $ | 0       |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|                   |  |      |  |                        |         |  |                        |   |         |       |  |   |                     |  |  |                     |   |  |                         |   |   |                            | 
|Fuad Al-Humoud     |  | 2013 |  | $                      | 0       |  |                        | $ | 0       |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|Vice Chairman      |  | 2012 |  | $                      | 0       |  |                        | $ | 0       |       |  | $ | 0                   |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|                   |  |      |  |                        |         |  |                        |   |         |       |  |   |                     |  |  |                     |   |  |                         |   |   |                            | 
|Osman Kaldirim Jr. |  | 2013 |  | $                      | 126,720 |  |                        | $ | 120,000 |       |  | $ | 30,000              |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|Vice President     |  | 2012 |  | $                      | 128,770 |  |                        | $ | 128,770 |       |  | $ | 15,000              |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|                   |  |      |  |                        |         |  |                        |   |         |       |  |   |                     |  |  |                     |   |  |                         |   |   |                            | 
|Steve Spafford     |  | 2013 |  | $                      | 206,800 |  |                        | $ | 200,000 |       |  | $ | 10,000              |  |  | $                   | 0 |  |                         | $ | 0 |                            | 
|Operations Manager |  | 2012 |  | $                      | 204,615 |  |                        | $ | 204,615 |       |  | $ | 5,000               |  |  | $                   | 0 |  |                         | $ | 0 |                            | 



At Subsidiary level
(PRESTIGE O&G)

NONE



The compensation shown
above is presented for the calendar/fiscal years and 2013 and 2012, respectively, and is presented as of December 31, 2013.



In addition, the Company
anticipates that its officers and directors will be provided with additional fringe benefits and perquisites at subsidizes rates,
or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion.



The members of the Board of Directors may
receive, if the Board so decides, a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting
of the Board, although no such program has been adopted to date. The Company currently has no retirement, pension, or profit-sharing
plan covering its officers and directors; however, the Company plans to implement certain such benefits after sufficient funds
are realized or raised by the Company.



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



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













|Name                                      |  |                        |  | Number of Shares of |            |     |         | 
|----------------------------------------- |  | ---------------------- |  | ------------------- | ---------- | --- | ------- | 
|of Class (1)                              |  | Position               |  | Common Stock        |            |     | Percent | 
|                                          |  |                        |  |                     |            |     |         | 
|Fuad Al-Humoud                            |  | President and Director |  |                     | 2,384,377  | (2) |         | 
|8435 Chisholm Rd. Unit #9                 |  |                        |  |                     |            |     |         | 
|Pensacola, Fl.  32514                     |  |                        |  |                     |            |     |         | 
|                                          |  |                        |  |                     |            |     |         | 
|Osman Kaldirim, Jr.                       |  | Director               |  |                     | 22,515,993 | (3) |         | 
|6363 San Felipe Dr., Apt # 215            |  |                        |  |                     |            |     |         | 
|Houston, TX 77057                         |  |                        |  |                     |            |     |         | 
|                                          |  |                        |  |                     |            |     |         | 
|Dr. Osman Kaldirim                        |  | Director               |  |                     | 25,540,048 | (4) |         | 
|Bulgurlu Mah. Bodrumi Cami Cikmazi 21     |  |                        |  |                     |            |     |         | 
|#6                                        |  |                        |  |                     |            |     |         | 
|Uskudar-Istanbul                          |  |                        |  |                     |            |     |         | 
|Turkey                                    |  |                        |  |                     |            |     |         | 
|                                          |  |                        |  |                     |            |     |         | 
|Dr. Mashhhoor Almadodi                    |  | 5% shareholder         |  |                     | 25,540,038 | (5) |         | 
|Beyotat Al-Amaal                          |  |                        |  |                     |            |     |         | 
|Office 26 - Jeddah                        |  |                        |  |                     |            |     |         | 
|the cross of Sary Street with King Street |  |                        |  |                     |            |     |         | 
|Po BOX - 11193 / 21453                    |  |                        |  |                     |            |     |         | 
|Saudi Arabiya                             |  |                        |  |                     |            |     |         | 
|                                          |  |                        |  |                     |            |     |         | 
|Abdulla Al-Faddagh                        |  | 5% shareholder         |  |                     | 13,584,993 | (6) |         | 
|Al-Rawda Block 5 Street 54 Building 11    |  |                        |  |                     |            |     |         | 
|Kuwait                                    |  |                        |  |                     |            |     |         | 
|PO Box 2483 Safat 13025                   |  |                        |  |                     |            |     |         | 
|                                          |  |                        |  |                     |            |     |         | 
|Ayedh Al-Hajeri                           |  | 5% shareholder         |  |                     | 2,400,000  | (7) |         | 
|Hadiya Block 1 Street 5 Building 44       |  |                        |  |                     |            |     |         | 
|Kuwait                                    |  |                        |  |                     |            |     |         | 
|PO Box 2483 Safat 13025                   |  |                        |  |                     |            |     |         | 
|                                          |  |                        |  |                     |            |     |         | 
|Total owned by officers and directors     |  |                        |  |                     | 27,924,425 |     |         | 



(1) Based upon 47,295,000 shares outstanding
as of the date of this report.

(2) Includes 2,374,377 shares held by Rasan
Associates, LLC, a Texas limited liability company. Mr. Al-Humoud is a managing member and principal of the entity, and he may
be deemed the beneficial owner or the shares held by such entity.

(3) Includes 22,515,993 shares held by
E&P Management and Development Co., LLC, a Texas limited liability company. Mr. Kaldirim is a managing member and principal
of the entity, and he may be deemed the beneficial owner or the shares held by such entity.

(4) Includes 3,024,045 shares held by Delta
O&G, LLC, a Texas limited liability company. Dr. Kaldirim is a member and principal of the entity, and he may be deemed the
beneficial owner or the shares held by such entity. Includes also 22,515,993 shares held by E&P Management and Development
Co., LLC, a Texas limited liability company. Dr. Kaldirim is a managing member and principal of the entity, and he may be deemed
the beneficial owner or the shares held by such entity.

(5) Includes 3,024,045 shares held by Delta
O&G, LLC, a Texas limited liability company. Dr. Almadodi is a member and principal of the entity, and he may be deemed the
beneficial owner or the shares held by such entity. Includes also 22,515,993 shares held by E&P Management and Development
Co., LLC, a Texas limited liability company. Dr. Almadodi is a managing member and principal of the entity, and he may be deemed
the beneficial owner or the shares held by such entity.

(6) Includes 13,584,993shares held by Caldwell
US, Inc., a Delaware corporation. Mr. Al-Faddagh is an officer, director and principal of the entity, and he may be deemed the
beneficial owner or the shares held by such entity.

(7) Includes 2,400,000 shares held by Rasan
Energy. Mr. Al-Hajeri is a principal of the entity, and he may be deemed the beneficial owner or the shares held by such entity.











ITEM 13. 	CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Certain Relationships and Related Transactions



James Cassidy, a partner
in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation which owns 250,000
shares of the Company's common stock. Tiber Creek is entitled to receive consulting fees of $100,000 from the Company and also
holds shares of common stock in the Company. Tiber Creek and MB Americus LLC, a California limited liability company, each currently
hold 250,000 shares in the Company.



James Cassidy and James
McKillop, who is the sole officer and owner of MB Americus, LLC, were both formerly officers and directors of the Company. As the
organizers and developers of Moosewood, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the Mergers. In particular,
Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents
and preparation of the registration statement for the Company.



Mr. Fuad Al-Humoud,
who is the President, and a director of the Company, was also a director of EPCO and Chairman of Prestige prior to the Acquisitions.



Dr. Osman Kaldirim,
who is a director of the Company, was also a director of EPCO and Prestige prior to the Acquisitions.



The Company has entered
into interest free loan arrangements with its subsidiary companies EPCO and/or Prestige. EPCO has a revolving funding arrangement
that it has in place with affiliated entity Rasan Private Equity, Inc. Under this arrangement, the Company receives funding from
a commodity purchase and subsequent sale agreement with Rasan. Similarly, there were other funding arrangements with other affiliates
of EPCO which were availed of during the last three years. Most of these loans were converted into equity upon acquisition of EPCO
and Prestige by the Company.



The Company discloses
the following related-party transactions with respected to indebtedness, as follows, during the years 2013, 2012 and 2011, respectively:



2013



|Name of  related party                    |  | Loan type               |  | Largest  aggregate amount of principal 
during
    period |           |  | Amount of outstanding principal at period end |   |         | Amount of
    principal  paid during 
period |  |   | Amount 
of interest 
paid during 
period |  |  | Rate of  interest |  
|----------------------------------------- |  | ----------------------- |  | --------------------------------------------------------- | --------- |  | --------------------------------------------- | - | ------- | -------------------------------------------- |  | - | ---------------------------------------- |  |  | ----------------- | -
|Dr. Mashhoor A. Almadodi                  |  | Term Loan               |  | $                                                         | 500,000   |  |                                               |   | -       |                                              |  | $ | 517,500                                  |  |  |                   | -
|Dr. Mashhoor A. Almadodi                  |  | Interest Free Financing |  | $                                                         | 350,000   |  |                                               |   | -       |                                              |  | $ | 350,000                                  |  |  |                   | -
|Dr. Osman Kaldirim, Sr.                   |  | Interest Free Financing |  | $                                                         | 150,000   |  |                                               |   | -       |                                              |  | $ | 150,000                                  |  |  |                   | -
|Caldwell (US) Inc.                        |  | Interest Free Financing |  | $                                                         | 149,475   |  |                                               |   | -       |                                              |  | $ | 149,475                                  |  |  |                   | -
|E & P Management and Development Co., LLC |  | Term Loan               |  | $                                                         | 6,090,968 |  |                                               |   | -       |                                              |  | $ | 6,090,968                                |  |  |                   | -
|Prestige O & G, LLC                       |  | Term Loan               |  | $                                                         | 4,496,759 |  |                                               |   | -       |                                              |  | $ | 4,496,759                                |  |  |                   | -
|Rasan Private Equity                      |  | Term Loan               |  | $                                                         | 450,000   |  |                                               | $ | 453,981 |                                              |  |   | -                                        |  |  |                   | -
|Rasan Private Equity                      |  | Term Loan               |  | $                                                         | 2,484,000 |  |                                               |   | -       |                                              |  | $ | 2,484,000                                |  |  |                   | -
|Rasan Energy                              |  | Interest Free Financing |  | $                                                         | 136,612   |  |                                               |   | -       |                                              |  | $ | 136,612                                  |  |  |                   | -
|Rasan Associates                          |  | Interest Free Financing |  | $                                                         | 181,612   |  |                                               |   | -       |                                              |  | $ | 181,612                                  |  |  |                   | -











2012



|Name of  related party                    |  | Loan type               |  | Largest aggregate amount of principal 
during period |           |  | Amount of outstanding principal at period end |   |           | Amount of
    principal  paid during 
period |  |   | Amount 
of interest
 paid during 
period |  |  | Rate of  interest |  
|----------------------------------------- |  | ----------------------- |  | ---------------------------------------------------- | --------- |  | --------------------------------------------- | - | --------- | -------------------------------------------- |  | - | ---------------------------------------- |  |  | ----------------- | -
|Dr. Mashhoor A. Almadodi                  |  | Term Loan               |  | $                                                    | 500,000   |  |                                               | $ | 500,000   |                                              |  |   | -                                        |  |  |                   | -
|Dr. Osman Kaldirim, Sr.                   |  | Interest Free Financing |  | $                                                    | 150,000   |  |                                               | $ | 150,000   |                                              |  |   | -                                        |  |  |                   | -
|Caldwell (US) Inc.                        |  | Interest Free Financing |  | $                                                    | 400,000   |  |                                               |   | -         |                                              |  | $ | 400,000                                  |  |  |                   | -
|E & P Management and Development Co., LLC |  | Term Loan               |  | $                                                    | 6,000,000 |  |                                               | $ | 6,000,000 |                                              |  |   | -                                        |  |  |                   | -
|Prestige O & G, LLC                       |  | Term Loan               |  | $                                                    | 4,537,500 |  |                                               | $ | 4,537,500 |                                              |  |   | -                                        |  |  |                   | -
|Rasan Private Equity                      |  | Term Loan               |  | $                                                    | 2,400,000 |  |                                               | $ | 2,400,000 |                                              |  |   | -                                        |  |  |                   | -
|Rasan Private Equity                      |  | Term Loan               |  | $                                                    | 1,837,565 |  |                                               |   | -         |                                              |  | $ | 1,837,565                                |  |  |                   | -
|Rasan Energy                              |  | Interest Free Financing |  | $                                                    | 25,000    |  |                                               | $ | 25,000    |                                              |  |   | -                                        |  |  |                   | -
|Rasan Associates                          |  | Interest Free Financing |  | $                                                    | 42,000    |  |                                               | $ | 39,928    |                                              |  | $ | 2,072                                    |  |  |                   | -











2011



|Name of  related party                    |  | Loan type               |  | Largest aggregate amount of principal
during period |           |  | Amount of outstanding principal at period end |   |           | Amount of
    principal  paid during 
period |  |  | Amount 
of interest 
paid during 
period |  |  | Rate of  interest |  
|----------------------------------------- |  | ----------------------- |  | --------------------------------------------------- | --------- |  | --------------------------------------------- | - | --------- | -------------------------------------------- |  |  | ---------------------------------------- |  |  | ----------------- | -
|Dr. Mashhoor A. Almadodi                  |  | Term Loan               |  | $                                                   | 500,000   |  |                                               | $ | 500,000   |                                              |  |  | -                                        |  |  |                   | -
|Dr. Osman Kaldirim, Sr.                   |  | Interest Free Financing |  | $                                                   | 150,000   |  |                                               | $ | 150,000   |                                              |  |  | -                                        |  |  |                   | -
|Caldwell (US) Inc.                        |  | Interest Free Financing |  | $                                                   | 400,000   |  |                                               | $ | 400,000   |                                              |  |  | -                                        |  |  |                   | -
|E & P Management and Development Co., LLC |  | Term Loan               |  | $                                                   | 6,000,000 |  |                                               | $ | 6,000,000 |                                              |  |  | -                                        |  |  |                   | -
|Prestige O & G, LLC                       |  | Term Loan               |  | $                                                   | 4,125,000 |  |                                               | $ | 4,125,000 |                                              |  |  | -                                        |  |  |                   | -
|Rasan Private Equity                      |  | Term Loan               |  | $                                                   | 2,000,000 |  |                                               | $ | 2,000,000 |                                              |  |  | -                                        |  |  |                   | -
|Rasan Private Equity                      |  | Term Loan               |  | $                                                   | 1,717,350 |  |                                               | $ | 1,717,350 |                                              |  |  | -                                        |  |  |                   | -











Director Independence



Pursuant to Rule 4200
of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee
of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has
with the Company, either directly or indirectly. Based on this review, the board has one independent director – Mel Bernstein.



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



The aggregate fees incurred for each of
the last two years for professional services rendered by the independent registered public accounting firm for the audits of the
Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports
and services normally provided in connection with statutory and regulatory filings or engagements were as follows:



Audit Fees



|                     |  | Dec
    31, 2012 |        |  | Dec 31, 2013 |  
|-------------------- |  | ---------------- | ------ |  | ------------ | -
|                     |  |                  |        |  |              |  
|Company (Parent)     |  | $                | 750    |  |              | $
|                     |  |                  |        |  |              |  
|EPCO (Subsidiary)    |  | $                | 10,000 |  |              | $
|                     |  |                  |        |  |              |  
|Prestige(Subsidiary) |  | $                | 5,000  |  |              | $



Tax Fees



|                     |  | Dec
    31, 2012 |       |  | Dec 31, 2013 |  
|-------------------- |  | ---------------- | ----- |  | ------------ | -
|                     |  |                  |       |  |              |  
|Company (Parent)     |  | $                | 0     |  |              | $
|                     |  |                  |       |  |              |  
|EPCO (Subsidiary)    |  | $                | 1,500 |  |              | $
|                     |  |                  |       |  |              |  
|Prestige(Subsidiary) |  | $                | 900   |  |              | $











All Other Fees



|                     |  | Dec
    31, 2012 |       |  | Dec 31, 2013 |  
|-------------------- |  | ---------------- | ----- |  | ------------ | -
|                     |  |                  |       |  |              |  
|Company (Parent)     |  | $                | 0     |  |              | $
|                     |  |                  |       |  |              |  
|EPCO (Subsidiary)    |  | $                | 1,060 |  |              | $
|                     |  |                  |       |  |              |  
|Prestige(Subsidiary) |  | $                | 0     |  |              | $



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





PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|FINANCIAL STATEMENTS As of December 31, 2013            |  |       
|------------------------------------------------------- |  | ------
|                                                        |  |       
|Report of Independent Registered Public Accounting Firm |  | 1     
|                                                        |  |       
|Consolidated Statements of Financial Position           |  | 2     
|                                                        |  |       
|Consolidated Statement of Operations                    |  | 3     
|                                                        |  |       
|Consolidated Statement of Cash Flows                    |  | 4     
|                                                        |  |       
|Consolidated Statement of Shareholders’ Equity          |  | 5     
|                                                        |  |       
|Notes to Consolidated Financial
    Statements          |  | 6 - 13















Clay Thomas, P.C.



|500 Chestnut
    Street  
|-------------------------
|Suite 804                
|Abilene, Texas 79602     
|(325) 268-5838 (office)  
|(877)  899-0382     (fax)



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors of

Woodgate Energy Corporation



I have audited the accompanying statements of financial position
of Woodgate Energy Corporation as of December 31, 2013 and 2012, and the related statements of operations, comprehensive income,
members’ equity, and cash flows for each of the years in the two-year period ended December 31, 2013. Woodgate Energy Corporation’s
management is responsible for these financial statements. My responsibility is to express an opinion on these financial statements
based on my audits.



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



In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Woodgate Energy Corporation as of December 31, 2013 and 2012, and
the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013 in conformity
with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered
significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of
revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support
its working capital requirements. These conditions raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



|/s/Clay Thomas, PC
|------------------
|Abilene, Texas    
|April 11, 2014    



|clay.thomas@claythomaspc.com | www.claythomaspc.com
|---------------------------- | --------------------







1









Woodgate Energy Corporation

A Development Stage Company

Consolidated Statements of Financial
Position

As of December 31, 2013 and 2012



|                                                                                                      |  | 2013 |            |   | 2012 | 
|----------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | 
|ASSETS                                                                                                |  |      |            |   |      | 
|                                                                                                      |  |      |            |   |      | 
|Current Assets                                                                                        |  |      |            |   |      | 
|Cash and Cash Equivalents                                                                             |  |      | 736,647    |   |      | 
|Accounts Receivable - Related Party                                                                   |  |      | -          |   |      | 
|Accrued Gas Sales                                                                                     |  |      | 506        |   |      | 
|Prepaid Expense                                                                                       |  |      | 13,415     |   |      | 
|Refundable Deposits                                                                                   |  |      | 11,204     |   |      | 
|                                                                                                      |  |      | 761,772    |   |      | 
|                                                                                                      |  |      |            |   |      | 
|Fixed Assets                                                                                          |  |      |            |   |      | 
|Property and Equipment                                                                                |  |      | 34,265     |   |      | 
|Furniture and Fixtures                                                                                |  |      | 39,236     |   |      | 
|Project Under Development                                                                             |  |      | 19,009,407 |   |      | 
|Intangibles                                                                                           |  |      | 8,157,352  |   |      | 
|Less accumulated DD&A                                                                                 |  |      | (69,692    | ) |      | 
|Total Assets                                                                                          |  |      | 27,932,340 |   |      | 
|                                                                                                      |  |      |            |   |      | 
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                  |  |      |            |   |      | 
|Accounts Payable                                                                                      |  |      | 124,086    |   |      | 
|Accounts Payable - Related Party                                                                      |  |      | 142,749    |   |      | 
|Accrued Expense                                                                                       |  |      | 906,045    |   |      | 
|Payroll Tax Liabilities                                                                               |  |      | -          |   |      | 
|Direct Deposit Liabilities                                                                            |  |      | -          |   |      | 
|Notes Payable                                                                                         |  |      | -          |   |      | 
|                                                                                                      |  |      | 1,172,880  |   |      | 
|                                                                                                      |  |      |            |   |      | 
|Long-term Debt                                                                                        |  |      |            |   |      | 
|Notes Payable - Related Parties                                                                       |  |      | 453,981    |   |      | 
|Total                                                                                                 |  |      | 1,626,861  |   |      | 
|Loss Incurring Since Inception                                                                        |  |      | (5,886,327 | ) |      | 
|Stockholder's Equity (100,000,000 common shares authorized, 47,345,000 shares issued and outstanding) |  |      | 32,191,806 |   |      | 
|Total Liabilities and Stockholders' Equity                                                            |  |      | 27,932,340 |   |      | 



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



2







Woodgate Energy Corporation

A Development Stage Company

Consolidated Statement of Operations

For the Years Ending December 31, 2013,
2012 and the Period Since Inception



|                                             |  | 2013 |            |   | 2012 |  |          | June 6, 2005 (Inception) to Dec 31, 2013 | 
|-------------------------------------------- |  | ---- | ---------- | - | ---- |  | -------- | ---------------------------------------- | 
|                                             |  |      |            |   |      |  |          |                                          | 
|Revenues                                     |  |      |            |   |      |  |          |                                          | 
|                                             |  |      |            |   |      |  |          |                                          | 
|Gas Sales                                    |  |      | 3,845      |   |      |  | 4,420    |                                          | 
|Total                                        |  |      | 3,845      |   |      |  | 4,420    |                                          | 
|                                             |  |      |            |   |      |  |          |                                          | 
|Costs and Expenses                           |  |      |            |   |      |  |          |                                          | 
|Direct operating costs                       |  |      | 3,083      |   |      |  | 2,433    |                                          | 
|General and administrative costs             |  |      |            |   |      |  |          |                                          | 
|Adv. & Marketing Expenses                    |  |      | 820        |   |      |  | -        |                                          | 
|Bad Debt                                     |  |      | 107,302    |   |      |  | -        |                                          | 
|Bank charges                                 |  |      | 638        |   |      |  | 345      |                                          | 
|Communication                                |  |      | 651        |   |      |  | 6,395    |                                          | 
|Depreciation, depletion and amortization     |  |      | (55        | ) |      |  | 2,893    |                                          | 
|Employee insurance                           |  |      | -          |   |      |  | -        |                                          | 
|Financing Cost                               |  |      | 357,519    |   |      |  | -        |                                          | 
|Insurance                                    |  |      | 17,685     |   |      |  | 29,436   |                                          | 
|Legal                                        |  |      | 144,129    |   |      |  | 133,416  |                                          | 
|License Fees                                 |  |      | 378        |   |      |  | 124      |                                          | 
|Miscellaneous                                |  |      | 2,439      |   |      |  | 2,794    |                                          | 
|Payroll                                      |  |      | 972,319    |   |      |  | 590,587  |                                          | 
|Professional Fees                            |  |      | 420,754    |   |      |  | 21,381   |                                          | 
|Rent                                         |  |      | 48,653     |   |      |  | 44,043   |                                          | 
|Supplies                                     |  |      | 7,168      |   |      |  | 5,384    |                                          | 
|Taxes                                        |  |      | 4,365      |   |      |  | 332      |                                          | 
|Travel                                       |  |      | 86,593     |   |      |  | 47,880   |                                          | 
|Utilities                                    |  |      | 4,103      |   |      |  | 962      |                                          | 
|Total                                        |  |      | 2,175,461  |   |      |  | 885,972  |                                          | 
|Operating Income                             |  |      | (2,174,699 | ) |      |  | (883,985 | )                                        | 
|                                             |  |      |            |   |      |  |          |                                          | 
|Interest, Expense and Other Income           |  |      |            |   |      |  |          |                                          | 
|Other Income                                 |  |      | 167,210    |   |      |  | 558,793  |                                          | 
|Other Expense                                |  |      | (38        | ) |      |  | -        |                                          | 
|Net unrealized gains (losses) on investments |  |      | (271,317   | ) |      |  | (267,624 | )                                        | 
|Income from Continuing Operations            |  |      | (2,278,844 | ) |      |  | (592,816 | )                                        | 
|                                             |  |      |            |   |      |  |          |                                          | 
|Earnings (loss) per Common Share             |  |      | (0.06      | ) |      |  | (0.02    | )                                        | 



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



3









Woodgate Energy Corporation

A Development Stage Company

Consolidated Statement of Cash Flows

For the Years Ending December 31, 2013,
2012 and the Period Since Inception



|                                                                       |  | 2013 |             |   | 2012 |  |            | June 6, 2005 (Inception) to Dec 31, 2013 | 
|---------------------------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ---------- | ---------------------------------------- | 
|Operating Activities                                                   |  |      |             |   |      |  |            |                                          | 
|Net Income                                                             |  |      | (2,278,844  | ) |      |  | (592,816   | )                                        | 
|Adjustments to reconcile Net Income to net Cash provided by Operations |  |      |             |   |      |  |            |                                          | 
|Accounts Payable                                                       |  |      | (519,504    | ) |      |  | 594,550    |                                          | 
|Accounts Receivable                                                    |  |      | 660,320     |   |      |  | (437,561   | )                                        | 
|Accrued Expense                                                        |  |      | 770,638     |   |      |  | (288,244   | )                                        | 
|Accrued Interest                                                       |  |      | -           |   |      |  | 139,077    |                                          | 
|Accrued Sale of Gas Income                                             |  |      | 427         |   |      |  | (690       | )                                        | 
|Credit Cards                                                           |  |      | 509         |   |      |  | (17        | )                                        | 
|Deposits                                                               |  |      | -           |   |      |  | (3,928     | )                                        | 
|Depreciation                                                           |  |      | (55         | ) |      |  | 2,893      |                                          | 
|Investments                                                            |  |      | -           |   |      |  | 1,542,510  |                                          | 
|Note Receivable - Related Party                                        |  |      |             |   |      |  | (412,500   | )                                        | 
|Payroll Tax Liabilities                                                |  |      | (8,449      | ) |      |  | 8,305      |                                          | 
|Prepaid Expense                                                        |  |      | 394         |   |      |  | 12,043     |                                          | 
|Net Cash Provided/(used) by Operating Activities                       |  |      | (1,374,564  | ) |      |  | 563,622    |                                          | 
|                                                                       |  |      |             |   |      |  |            |                                          | 
|Investing Activities                                                   |  |      |             |   |      |  |            |                                          | 
|Intangible Assets                                                      |  |      | (8,157,352  | ) |      |  | -          |                                          | 
|Investment in EPCO                                                     |  |      | 5,474,074   |   |      |  | 267,624    |                                          | 
|Notes Receivable - Related Party                                       |  |      | 4,537,500   |   |      |  | -          |                                          | 
|Projects Under Development                                             |  |      | (340,448    | ) |      |  | (965,360   | )                                        | 
|Property & Equipment                                                   |  |      | (861        | ) |      |  | (388       | )                                        | 
|                                                                       |  |      | 1,512,913   |   |      |  | (698,124   | )                                        | 
|Financing Activities                                                   |  |      |             |   |      |  |            |                                          | 
|Notes Payables                                                         |  |      | (13,198,447 | ) |      |  | (1,239,922 | )                                        | 
|Proceeds from Issuance of Stock                                        |  |      | -           |   |      |  | 2,000      |                                          | 
|Proceeds from Stock Sale                                               |  |      | 1,347,292   |   |      |  | -          |                                          | 
|Proceeds from Members/Stockholder's Contribution                       |  |      | 12,396,353  |   |      |  | 1,516,007  |                                          | 
|Net Cash Provided by Financing Activities                              |  |      | 545,198     |   |      |  | 278,085    |                                          | 
|                                                                       |  |      |             |   |      |  |            |                                          | 
|Net Cash increase for period                                           |  |      | 683,547     |   |      |  | 143,583    |                                          | 
|Cash at Beginning of Period                                            |  |      | 53,100      |   |      |  | (88,483    | )                                        | 
|Cash at end of Period                                                  |  |      | 736,647     |   |      |  | 55,100     |                                          | 



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





4







Woodgate Energy Corporation

A Development Stage Company

Consolidated Statement of Stockholders'
Equity

For the Period Ending December 31, 2013



|                                                                                                               |  | Shares |             |   | Common Stock |  |        | Members' Capital |  |  | Additional
    Paid-in Capital |   |  | Accumulated
    Earnings |            |  | Total Members
    Equity | 
|-------------------------------------------------------------------------------------------------------------- |  | ------ | ----------- | - | ------------ |  | ------ | ---------------- |  |  | ------------------------------ | - |  | ------------------------ | ---------- |  | ------------------------ | 
|Balance at Jannuary 1, 2012 (capital and accumulated
    earnings from E & P Co., LLC and Prestige O & G, LLC) |  |        | -           |   |              |  | -      |                  |  |  | 11,141,469                     |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Issuance of Common Stock at inception of Woodgate Energy Corporation                                           |  |        | 20,000,000  |   |              |  | 2,000  |                  |  |  | -                              |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Member Investment in E & P Co., LLC                                                                            |  |        | -           |   |              |  | -      |                  |  |  | 1,515,000                      |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Member Investment in Prestige O & G, LLC                                                                       |  |        | -           |   |              |  | -      |                  |  |  | -                              |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Net Income/loss                                                                                                |  |        | -           |   |              |  | -      |                  |  |  | -                              |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Balance December 31, 2012                                                                                      |  |        | 20,000,000  |   |              |  | 2,000  |                  |  |  | 12,656,469                     |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Member Investment in E & P Co., LLC                                                                            |  |        |             |   |              |  |        |                  |  |  | 12,395,428                     |   |  |                          |            |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Member Investment in Prestige O & G, LLC                                                                       |  |        |             |   |              |  |        |                  |  |  | 454,441                        |   |  |                          |            |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Redemption of Common Stock                                                                                     |  |        | (19,500,000 | ) |              |  | (1,950 | )                |  |  | -                              |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Issuance of 8,750,000 shares of Common Stock                                                                   |  |        | 8,750,000   |   |              |  | 875    |                  |  |  | -                              |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Reverse Merger of E & P Co., LLC and Prestige O & G, LLC                                                       |  |        | 36,750,000  |   |              |  | 3,675  |                  |  |  | (25,506,338                    | ) |  |                          | 30,842,206 |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Shares issued by Private Placement                                                                             |  |        | 1,345,000   |   |              |  | 135    |                  |  |  | -                              |   |  |                          | 1,344,865  |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Net Income/loss                                                                                                |  |        | -           |   |              |  | -      |                  |  |  | -                              |   |  |                          | -          |  |                          | 
|                                                                                                               |  |        |             |   |              |  |        |                  |  |  |                                |   |  |                          |            |  |                          | 
|Balance December 31, 2013                                                                                      |  |        | 47,345,000  |   |              |  | 4,735  |                  |  |  | -                              |   |  |                          | 32,187,071 |  |                          | 



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



5







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | NOTE 1. | SUMMARY OF ACCOUNTING POLICIES
| | ------- | ------------------------------



Principles of Consolidation.The
Consolidated Financial Statements include the accounts of subsidiaries the Corporation controls.



Majority ownership
is normally the indicator of control that is the basis on which subsidiaries are consolidated. However, certain factors may indicate
that a majority-owned investment is not controlled and therefore should be accounted for using the equity method of accounting.
These factors occur where the minority shareholders are granted by law or by contract substantive participating rights. These include
the right to approve operating policies, expense budgets, financing and investment plans, and management compensation and succession
plans.



Evidence of loss
in value that might indicate impairment of investments in companies accounted for on the equity method is assessed to determine
if such evidence represents a loss in value of the Corporation’s investment that is other than temporary. Examples of key
indicators include a history of operating losses, a negative earnings and cash flow outlook, significant downward revisions to
oil and gas reserves, and the financial condition and prospects for the investee’s business segment or geographic region.
If evidence of an other than temporary loss in fair value below carrying amount is determined, an impairment is recognized. In
the absence of market prices for the investment, discounted cash flows are used to assess fair value.



Revenue Recognition.The Corporation
generally sells crude oil, natural gas and petroleum under short-term agreements at prevailing market prices. In some cases (e.g.,
natural gas), products may be sold under long-term agreements, with periodic price adjustments. Revenues are recognized when the
products are delivered, which occurs when the customer has taken title and has assumed the risks and rewards of ownership, prices
are fixed or determinable and collectibility is reasonably assured.



Derivative Instruments.The Corporation makes no
use of derivative instruments. The Corporation does not engage in speculative derivative activities or derivative trading activities,
nor does it use derivatives with leveraged features.



Fair Value. Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and
3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted
prices in active markets for identical assets or liabilities. HierarchyLevel 2 inputs are inputs other than quoted
prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3
inputs are inputs that are not observable in the market.



Property, Plant and Equipment.Depreciation,
depletion and amortization, based on cost less estimated salvage value of the asset, are primarily determined under either the
unit-of-production method or the straight-line method, which is based on estimated asset service life taking obsolescence into
consideration. Maintenance and repairs, including planned major maintenance, are expensed as incurred. Major renewals and improvements
are capitalized and the assets replaced are retired.



Interest costs incurred
to finance expenditures during the construction phase of multiyear projects are capitalized as part of the historical cost of acquiring
the constructed assets. The project construction phase commences with the development of the detailed engineering design and ends
when the constructed assets are ready for their intended use. Capitalized interest costs are included in property, plant and equipment
and are depreciated over the service life of the related assets.



The Corporation uses
the “successful efforts” method to account for its exploration and production activities. Under this method, costs
are accumulated on a field-by-field basis with certain exploratory expenditures and exploratory dry holes being expensed as incurred.
Costs of productive wells and development dry holes are capitalized and amortized on the unit-of-production method.



The Corporation carries
as an asset exploratory well costs when the well has found a sufficient quantity of reserves to justify its completion as a producing
well and where the Corporation is making sufficient progress assessing the reserves and the economic and operating viability of
the project. Exploratory well costs not meeting these criteria are charged to expense. Other exploratory expenditures, including
geophysical costs and annual lease rentals, are expensed as incurred.



6







Acquisition costs
of proved properties are amortized using a unit-of-production method, computed on the basis of total proved oil and gas reserves.



Capitalized exploratory
drilling and development costs associated with productive depletable extractive properties are amortized using unit-of-production
rates based on the amount of proved developed reserves of oil, gas and other minerals that are estimated to be recoverable from
existing facilities using current operating methods.



Under the unit-of-production
method, oil and gas volumes are considered produced once they have been measured through meters at custody transfer or sales transaction
points at the outlet valve on the lease or field storage tank.



Production involves
lifting the oil and gas to the surface and gathering, treating, field processing and field storage of the oil and gas. The production
function normally terminates at the outlet valve on the lease or field production storage tank. Production costs are those incurred
to operate and maintain the Corporation’s wells and related equipment and facilities and are expensed as incurred. They become
part of the cost of oil and gas produced. These costs, sometimes referred to as lifting costs, include such items as labor costs
to operate the wells and related equipment; repair and maintenance costs on the wells and equipment; materials, supplies and energy
costs required to operate the wells and related equipment; and administrative expenses related to the production activity.



Proved oil and gas
properties held and used by the Corporation are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amounts may not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows
that are largely independent of the cash flows of other groups of assets.



The
Corporation estimates the future undiscounted cash flows of the affected properties to judge the recoverability of carrying amounts.
Cash flows used in impairment evaluations are developed using annually updated corporate plan investment evaluation assumptions
for crude oil commodity prices, refining and chemical margins and foreign currency exchange rates. Annual volumes are based on
field production profiles, which are also updated annually. Prices
for natural gas and other products are based on corporate plan assumptions developed annually by major region and also for investment
evaluation purposes. Cash flow estimates for impairment testing exclude derivative instruments.



Impairment analyses
are generally based on proved reserves. Where probable reserves exist, an appropriately risk-adjusted amount of these reserves
may be included in the impairment evaluation. An asset group would be impaired if the undiscounted cash flows were less than its
carrying value.  Impairments are measured by the amount the carrying value exceeds fair value.



Significant unproved
properties are assessed for impairment individually, and valuation allowances against the capitalized costs are recorded based
on the estimated economic chance of success and the length of time that the Corporation expects to hold the properties. Properties
that are not individually significant are aggregated by groups and amortized based on development risk and average holding period.
The valuation allowances are reviewed at least annually.



Gains on sales of
proved and unproved properties are only recognized when there is neither uncertainty about the recovery of costs applicable to
any interest retained nor any substantial obligation for future performance by the Corporation.



Losses on properties
sold are recognized when incurred or when the properties are held for sale and the fair value of the properties is less than the
carrying value.



Asset Retirement Obligations and Environmental
Liabilities.The Corporation incurs retirement obligations for certain assets. The fair values of these obligations
are recorded as liabilities on a discounted basis, which is typically at the time the assets are installed. The costs associated
with these liabilities are capitalized as part of the related assets and depreciated. Over time, the liabilities are accreted for
the change in their present value.



Liabilities for environmental
costs are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. These liabilities
are not reduced by possible recoveries from third parties and projected cash expenditures are not discounted.



Foreign Currency Translation.The
Corporation selects the United States Dollar as the functional reporting currency for it’s based on the currency of the primary
economic environment in which each subsidiary operates.



7







For
all operations, gains or losses from remeasuring foreign currency transactions into the functional currency are included in income.



| | NOTE 2. | GOING CONCERN
| | ------- | -------------



The Company sustained operating losses
since inception. It has losses at December 31, 3013 and 2012 of $2,278,844 and $592,816, respectively. The Company has an accumulated
deficit of $5,886, 237 since inception. The Company’s continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain
additional financing from its stockholders and/or other third parties.



These financial statements have been prepared
on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next
fiscal year. The continuation of the Company as a going concern is dependent upon financial support from stockholders and the ability
of the Company to obtain necessary equity financing to continue operations.



There is no assurance that the Company
will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to
continue as a growing concern.



Management has developed specific current
and long-term plans to address its viability as a going concern as follows:



| | · | Upon registration, the Company will attempt
to raise funds through equity offerings. If successful, these funds will be used to provide working capital.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | In the longer term, the Company believes
the cash flows from growth in its operations will provide resources for continued operations.
| | - | --------------------------------------------------------------------------------------------------------------------------------------



There can be no assurance the Company will
have the ability to implement its business plan and to ultimately attain profitability. The Company’s long-term viability
as a going concern is dependent upon three key factors:



| | · | The Company’s ability to obtain
adequate sources of equity funding to meet current commitments and fund the continuation of its business operation in the near
term.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The ability of the Company to control
costs and expand revenues.
| | - | ----------------------------------------------------------------



| | · | The ability of the Company to ultimately
achieve adequate profitability and cash flows from operations to sustain its operations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | NOTE 3. | ACCOUNTING CHANGES
| | ------- | ------------------



The Corporation did not adopt authoritative
guidance in 2013 that had a material impact on the Corporation’s financial statements.



| | NOTE 4. | STOCKHOLDERS’ EQUITY
| | ------- | --------------------



The Company is authorized to issue 100,000,000
shares of common stock and 20,000,000 shares of preferred stock.



In July 2012, the Company issued 20,000,000
common shares to two directors and officers for an aggregated amount of $2,000 in cash.



On May 16, 2013, the Company redeemed an
aggregate of 19,500,000 of the 20,000,000 outstanding shares at a redemption price of $.0001 per share for an aggregate redemption
price of $1,950.



On May 17, 2013, the Company issued 8,750,000
shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 94.5% of the total outstanding
9,250,000 shares of common stock.



In July 2013, the Company began to offer
its common shares through private placement. The first sale was registered on July 30, 2013. By December 31, 2013, the Company
had issued 1,345,000 shares of its common stock through private placement.



On September 6, 2013, the Company entered
into a business combination with two LLCs – Prestige O & G, LLC and E & P Co., LLC, taking the form of a reverse
merger.



The exchange closing took place on September
25, 2013 and the Company allotted a new issue of 36,750,000 to the members of Prestige O & G, LLC and E & P Co., LLC



8







As of December 31, 2013, 47,345,000 shares
of common stock and no preferred stock were issued and outstanding.



| | NOTE 5. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
| | ------- | -------------------------------------------------------------------------------------



Cash and Cash Equivalents



At December 31, 2013 and 2012, the Company
had Cash and Cash Equivalents consisting of $736,647 and $55,100, respectively.



Accounts Receivable



At December 31, 2013 and 2012, the Company
had Accounts Receivable – Related Party consisting of $ 0 and $562,438, respectively.



Projects Under Developments



At December 31, 2013 and 2012, the Company’s
Projects Under Development were $19,009,407 and $18,351,693, respectively.



|Entity                               |  | 2013 |            |  | 2012 | 
|------------------------------------ |  | ---- | ---------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -          |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 8,869,848  |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | 10,139,559 |  |      | 
|Total                                |  |      | 19,009,407 |  |      | 



Intangibles



At December 31, 2013 and 2012, the Company
held Intangible Assets of $8,157,352 and $0, respectively.



|Entity                               |  | 2013 |           |  | 2012 | 
|------------------------------------ |  | ---- | --------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -         |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 8,157,352 |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | -         |  |      | 
|Total                                |  |      | 8,157,352 |  |      | 



Notes Payable



At December 31, 2013 and 2012, the Company
held Notes Payable consisting of $453,981 and $9,114,928, respectively.



|Entity                               |  | 2013 |         |  | 2012 | 
|------------------------------------ |  | ---- | ------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -       |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 453,981 |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | -       |  |      | 
|Total                                |  |      | 453,981 |  |      | 



Accounts Payable



At December 31, 2013 and 2012, the Company
held Accounts Payable consisting of $266,835 and $698,760, respectively.



|Entity                               |  | 2013 |         |  | 2012 | 
|------------------------------------ |  | ---- | ------- |  | ---- | 
|Woodgate Energy Corporation (Parent) |  |      | -       |  |      | 
|E & P Co., LLC (Subsidiary)          |  |      | 266,835 |  |      | 
|Prestige O & G, LLC (Subsidiary)     |  |      | -       |  |      | 
|Total                                |  |      | 266,835 |  |      | 



9







Revenues



As of December 31, 2013 and 2012, Woodgate
had limited revenues of gas sales in the amount of $3,845 and $4,420 and had limited income or cash flows from operations. The
continuation of Woodgate as a going concern is dependent upon financial support from its stockholders or its ability to obtain
necessary equity financing to continue operations.



Earnings Per Share



For the years ending December 31, 2013
and 2012, the company recorded losses of $2,278,844 and $592,816, respectively. This resulted in Earnings Per Share of ($0.06)
and ($0.02) for those respective year ends. The majority of these losses are attributable to operational expenses incurred by the
subsidiaries of the Company.



Litigation and other Contingencies



Management has regular litigation reviews,
including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies.
The Company accrues an undiscounted liability for those contingencies where the incurrence of loss is probable and the amount can
be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate
than any other amount, then the minimum of the range is accrued. The Company does not record liabilities when the likelihood that
the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to
be only reasonably possible or remote. For purposes of our contingency disclosures, “significant” includes material
matters as well as other matters which management believes should be disclosed. Woodgate Energy Corporation will continue to defend
itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the Company does not believe
the ultimate outcome of any currently pending lawsuit against Woodgate Energy Corporation will have a material adverse effect upon
the Company’s operations, financial condition, or financial statements taken as a whole.



On April 16, 2009, Noram Drilling Company
filed an original complaint against E & P Co. International, LLC and E & P Co., LLC in the 37th District Court
of Louisiana, arguing E & P Co., LLC was liable for breach of contract by E & P Co., LLC under the theory of single enterprise
liability. The Company argues no such single enterprise liability exists as the contract is to be construed under Texas law. On
January 16, 2013, the 37th District Court in the Parish of Caldwell, Louisiana, the court granted E & P Co., LLC’s
Motion for Summary Judgment, holding the Company not to be a party to the drilling contract. The Court further denied NorAm’s
Motion for Summary Judgment for damages. On December 11, 2013, the Court of Appeals of the Second Circuit of the State of Louisiana
affirmed the trial court’s finding.



At this time, the company is subject to
no legal proceedings and the Company is unaware of any proceedings contemplated against it.



10







Supplemental Information on Oil and
Gas Exploration and Production



The results of operations for producing
activities shown below do not include earnings from nonoperating activities.



|Results of Operations for the Years Ending |  | 2013 |       |  | 2012 | 
|------------------------------------------ |  | ---- | ----- |  | ---- | 
|Revenue                                    |  |      |       |  |      | 
|Sales to third parties                     |  |      | 3,845 |  |      | 
|                                           |  |      |       |  |      | 
|Production costs excluding taxes           |  |      | 3,083 |  |      | 
|Exploration expenses incurred              |  |      | -     |  |      | 
|Taxes other than income                    |  |      | -     |  |      | 
|Related income tax                         |  |      | -     |  |      | 
|Results of producing activities            |  |      | 762   |  |      | 



Management’s judgment regarding the
project’s capitalization of exploration well costs is based upon its current inability to estimate reserves. Currently, the
project requires additional investment and approximately six months production history at substantially higher rates before an
appropriate valuation of proved reserves may be made. The Company anticipates the following costs necessary to achieve proven reserve
status of which E & P Co., LLC will be responsible for its interest accordingly:



|Description                             |  | Cost |          
|--------------------------------------- |  | ---- | ---------
|Addition of new saltwater disposal well |  |      | 1,000,000
|Re-drill Well No. 1                     |  |      | 1,000,000
|Replace pumps on Wells No. 4 and 5      |  |      | 200,000  
|Proved reserves valuation               |  |      | 25,000   
|                                        |  |      | -        
|Net costs                               |  |      | 2,225,000



11







As of December 31, 2013 and 2012, the amounts
of capitalized costs related to oil and gas producing activities was as follows:





|                                                                               |  | 2013         |            |  | 2012                                      | 
|------------------------------------------------------------------------------ |  | ------------ | ---------- |  | ----------------------------------------- | 
|                                                                               |  | Consolidated |            |  | Entity’s Share of Equity Method Investees | 
|Unproved oil and gas properties                                                |  |              | 19,009,407 |  |                                           | 
|Proved oil and gas properties                                                  |  |              | -          |  |                                           | 
|Accumulated depreciation, depletion and amortization, and valuation allowances |  |              | -          |  |                                           | 
|Net capitalized costs                                                          |  |              | 19,009,407 |  |                                           | 



The aging of amounts of capitalized well
costs and number of projects are as follows:



|Period Ending December 31 |  | Well Costs Capitalized for the Period |            |  | Number of Projects | 
|------------------------- |  | ------------------------------------- | ---------- |  | ------------------ | 
|2008                      |  |                                       | 5,569,607  |  |                    | 
|2009                      |  |                                       | 2,986,906  |  |                    | 
|2010                      |  |                                       | 3,544,207  |  |                    | 
|2011                      |  |                                       | 5,285,613  |  |                    | 
|2012                      |  |                                       | 965,360    |  |                    | 
|2013                      |  |                                       | 657,714    |  |                    | 
|Total                     |  |                                       | 19,009,407 |  |                    | 



Costs Incurred In Oil And Gas Property Acquisition,

Exploration And Development

For The Years Ended December 31, 2013 And
2012



|                                           |  |      |         |  |      | 
|------------------------------------------ |  | ---- | ------- |  | ---- | 
|Consolidated Entries                       |  | 2013 |         |  | 2012 | 
|Acquisition of Properties                  |  |      |         |  |      | 
|Proved                                     |  |      | -       |  |      | 
|Unproved                                   |  |      | 10,000  |  |      | 
|Exploration Costs                          |  |      | 2,562   |  |      | 
|Development Costs                          |  |      | 645,152 |  |      | 
|Entity’s Share of Equity Method Investees: |  |      |         |  |      | 
|Acquisition of Properties                  |  |      |         |  |      | 
|Proved                                     |  |      | -       |  |      | 
|Unproved                                   |  |      | 10,000  |  |      | 
|Exploration Costs                          |  |      | 2,562   |  |      | 
|Development Costs                          |  |      | 645,152 |  |      | 





12







Subsequent Events



None noted.





13







Previously filed exhibits:



The exhibits filed in earlier reports and the Company's
Form 10Qs are incorporated herein by reference.



|2.1+     | Exchange Agreement                                 
|-------- | ---------------------------------------------------
|2.2.+    | Exchange Agreement                                 
|10.1+    | Coalbed Methane Lease                              
|10.2+    | Amendments to Coalbed Methane Lease                
|10.3+    | Agreement with Regency Gas                         
|10.4+    | Amendments to Agreement with Regency Field Services
|10.5++   | Agreement with Tiber Creek Corporation             
|10.6++   | Funding Arrangement with Rasan Private Equity      
|10.7++   | Employment Agreement of Stephen Spafford           
|10.8++   | Employment Agreement of Samta Gupta.               
|10.9+++  | Financing Arrangement with Rasan Private Equity    
|10.10+++ | Escrow Agreement                                   
|10.11+++ | Drilling Bid Proposal and Daywork Drilling Contract



+ Previously filed with Form 8-K on October 4, 2013
as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.

++Previously filed with Form 8-K on February 11, 2014
as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.

+++ Previously filed with Form 8-K on March 27, 2014
as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.











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.



WOODGATE ENERGY CORPORATION



|/s/ Fuad Al-Humoud        | 
|------------------------- | 
|By:       Fuad Al-Humoud. | 
|President                 | 
|Chief Financial Officer   | 
|                          | 
|Dated:   April 15, 2014   |