U.S.
SECURITIES AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-KSB





x ANNUAL REPORT PURSUANT
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
annual period ended September 30, 2008





o TRANSITION REPORT
PURSUANT SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from to





Commission
file number 0-52287




PTL
      Energy Inc.(Name
      of Small Business Issuer in its charter)




Delaware
                  
                  51-0597955(State
      or other jurisdiction of
                    incorporation
      or formation)
                  
                  (I.R.S.
      employer
                    identification
      number)





1768
      Park Center Dr. , Suite 325
                    Orlando,
      FL
                  
                  32835Address
                  
                  Zip
      Code





Issuer's
telephone number: 315.703.9017





Securities
to be registered under Section 12(b) of the Act: none





Securities
to be registered under Section 12(g) of the Exchange Act:




Title
      of each class
                  
                  Name
      of Exchange on which to be so
                    registered
      each class is to be registeredCommon
      Stock, $.0001
                  
                  N/A





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





Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  xNo o
..





APPLICABLE
ONLY TO CORPORATE ISSUERS




9,000,000
shares of Common Stock, par value $ .0001 per share, outstanding as of September
30, 2008.





Transitional
Small Business Disclosure Format (Check one):   YES  oNO x









PTL
ENERGY INC.


-
INDEX -




Page(s)PART I.
                      3Item
      1.
                      Description
      of Business
                      3Item
      2.
                      Description
      of Property
                      5Item
      3.
                      Legal
      Proceedings
                      5Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      5PART II.Item
      5.
                      Market
      for Common Equity, Related Stockholders Matters, and Purchases of Equity
      Securities
                      5Item
      6.
                      Management’s
      Discussion and Analysis or Plan of Operation
                      5Item
      7.
                      Financial
      Statements and Notes to Financial Statements
                      F-
      1 – F-8Item
      8.
                      Changes
      In and Disagreement with Accountants on Accounting and Financial
      Disclosure
                      7Item
      8A.
                      Controls
      and Procedures
                      7Item
      8B.
                      Other
      Information
                      10PART
      III.Item
      9.
                      Directors,
      Executive Officers, Promoters and Control Persons
                      11Item.
      10.
                      Executive
      Compensation
                      12Item
      11.
                      Security
      Ownership of Certain Beneficial Owners and Management
                      12Item
      12.
                      Certain
      Relationships and Related Transactions
                      13Item
      13.
                      Exhibits
      and Reports on Form 8-K
                      13Item
      14.
                      Principal
      Accountant Fees and Services
                      13Signatures









PART I.





ITEM 1. DESCRIPTION OF
BUSINESS





(a)
Business Development





PTL
Energy Inc. (the "Company", “We, “Our” or the "Registrant") was incorporated in
the State of Delaware on August 17, 2006 under the name Tia III Inc. Since
inception, the Company has been engaged in organizational efforts and obtaining
initial financing. The Company was formed as a vehicle to pursue a business
combination and has made significant efforts since July 16, 2008 to identify a
possible business combination.  The Company extensively negotiated
with several parties in Texas concerning an existing deep oil well and requested
other like opportunities from industry contacts. As a result, the Company
identified, conducted negotiations and entered into a non-binding letter of
intent dated December 7, 2008 with a target business. That target business is
the proposed acquisition of 60% of Hickory Creek LLC., and 60% of Hickory Creek
Pipeline Co, an existing natural gas producer and pipeline company in
Manchester, Tennessee (collectively referred to herein as “Hickory
Creek”).  The business purpose of the Company is to seek the
acquisition of, or merger with, Hickory Creek.





(b)
Forward Looking Statements





Certain
matters discussed herein may constitute forward-looking statements and as such
may involve risks and uncertainties. In this report, the words "anticipates,"
"believes," "expects," "intends," "future" and similar expressions identify
certain forward-looking statements. These forward-looking statements relate to,
among other things, expectations of the business environment in which we
operate, projections of future performance, perceived opportunities in the
market and statements regarding our mission and vision. Our actual results,
performance, or achievements may differ significantly from the results,
performance, or achievements expressed or implied in such forward-looking
statements. For discussion of the factors that might cause such a difference,
see "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation". We undertake no obligation to update or revise such
forward-looking statements.





(c)
Business of Issuer





Currently,
the Company, based on proposed business activities, is a "blank check" company.
The Securities and Exchange Commission (“SEC”) defines such a company as "a
development stage company that has no specific business plan or purpose, or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person and is issuing
‘penny stock,’ as defined in Rule 3a-51-1 under the Securities Exchange Act of
1934 (“Exchange Act”). Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as it
is subject to those requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires to
employ our funds in its business. The Company’s principal business objective for
the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with Hickory Creek or other similar business
rather than immediate, short-term earnings. The Company will restrict its
potential candidate target companies to any energy business, industry located in
the U. S.





The
analysis of new energy business opportunities and specifically Hickory Creek has
and will be undertaken by or under the supervision of the officers and directors
of the Registrant. The Registrant has considered potential acquisition
transactions with several companies, but as of this date has not entered into
any definitive agreement with any party. The Registrant has unrestricted
flexibility in seeking, analyzing and participating in potential business
opportunities in the energy business. In its efforts to analyze potential energy
acquisition targets, the Registrant will consider the following kinds of
factors:





(a)
  Potential for growth, indicated by new technology, anticipated market
expansion or new fields or leases;





(b)
  Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;





(c)
  Strength and diversity of management, either in place or scheduled for
recruitment;





(d)
  Capital requirements and anticipated availability of required funds, to
be provided by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;





(e)
  The cost of participation by the Registrant as compared to the perceived
tangible and intangible values and potentials;





(f)
  The extent to which the business opportunity can be
advanced;





(g)
  The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and




3




(h)
  Other relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant's limited capital available for
investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.





(d) Form
of Acquisition





The
manner in which the Registrant participates in an opportunity such as Hickory
Creek will depend upon the nature of the opportunity, the respective needs and
desires of the Registrant and the promoters of the opportunity, and the relative
negotiating strength of the Registrant and such promoters.




It is
likely that the Registrant will acquire its participation in an energy business
opportunity such as Hickory Creek through the issuance of common stock or other
securities of the Registrant. Although the terms of any such transaction cannot
be predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called "tax free"
reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as
amended (the "Code"), depends upon the issuance to the stockholders of the
acquired company of at least 80 percent of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Code, all prior stockholders would in such
circumstances retain 20% or less of the total issued and outstanding shares.
Under other circumstances, depending upon the relative negotiating strength of
the parties, prior stockholders may retain substantially less than 20% of the
total issued and outstanding shares. This could result in substantial additional
dilution to the equity of those who were stockholders of the Registrant prior to
such reorganization.





The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.




In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and may also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholders’
approval.




It is
anticipated that the investigation of specific energy business opportunities
such as Hickory Creek and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments, will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific energy business opportunity such as Hickory Creek,
the failure to consummate that transaction may result in the loss to the
Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our sole officer and
director is engaged in outside business activities and anticipates he will
devote to our business only several hours per week until the acquisition of a
successful business opportunity has been consummated. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





(e)
Reports to security holders.





(1) The
Company is not required to deliver an annual report to security holders and at
this time does not anticipate the distribution of such a report.




(2) The
Company will file reports with the SEC. The Company will be a reporting company
and will comply with the requirements of the Securities Exchange Act of 1934, as
amended.




(3) The
public may read and copy any materials the Company files with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which can
be found at http://www.sec.gov.





4




ITEM 2. DESCRIPTION OF
PROPERTY.





The
Company neither rents nor owns any properties. The Company currently has no
policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real
estate activities.





ITEM 3. LEGAL
PROCEEDINGS





There are
not presently any material pending legal proceedings to which the Registrant is
a party or as to which any of its property is subject, and no such proceedings
are known to the Registrant to be threatened or contemplated against
it.





ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS





None





PART II.





ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS’ MATTERS.





(a)
Market Information. The Company's common stock is not trading on any stock
exchange. The Company is not aware of any market activity in its stock during
the current fiscal year.





(b)
Holders. As of September 30, 2008, there were two record holders of 9,000,000
shares of the Company's common stock.





(c)
Dividends. The Registrant has not paid any cash dividends to date and does not
anticipate or contemplate paying dividends in the foreseeable future. It is the
present intention of management to utilize all available funds for the
development of the Registrant's business.





ITEM 6. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





The
Company was formed as a vehicle to pursue a business combination and has made
significant efforts since July 16, 2008 to identify a possible business
combination. As a result, the Company has identified and conducted negotiations
and entered into a non-binding letter of intent (‘LOI”) concerning a target
business. All terms and conditions concerning the acquisition shall be stated in
a purchase agreement acceptable to both parties on or prior to January 31, 2009.
Failure by the parties to execute a purchase agreement on or prior to January
31, 2009 shall terminate the LOI without penalty to either party. The target
business is the proposed acquisition of 60% of Hickory Creek LLC., and 60% of
Hickory Creek Pipeline Co, an existing natural gas producer and pipeline company
in Middle Tennessee (collectively referred to herein as “Hickory
Creek”).  The business purpose of the Company is to seek the
acquisition of, or merger with, Hickory Creek.





The
Company does not currently engage in any business activities that provide cash
flow. Therefore, until a business combination is completed, the current
directors have agreed to fund the Company’s operating costs through the earlier
of a business combination or January 31, 2009. We may also meet these costs by
obtaining additional amounts, as necessary, to be loaned to or invested in us by
our stockholders, management or other investors.





During
the next twelve months we anticipate incurring costs related to:





(i)
            Filing
      of Exchange Act reports, and(ii)
            Costs
      relating to consummating an
acquisition.





The
Company may consider an energy business which has recently commenced operations,
is a developing company in need of additional funds for expansion into new
products or markets, is seeking to develop a new field or leases, or is an
established energy business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, an energy
company which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.





The
Company recently entered into a non-binding (on either party) Letter of Intent
dated December 7, 2008 and executed on December 23, 2008 to acquire a 60/%
interest in Hickory Creek Energy LLC. and Hickory Creek Pipeline LLC.
(collectively “Hickory Creek”) for $3.0 million of which $1.5 million will be an
equity payment to the members of Hickory Creek and $1.5 million in cash. Hickory
Creek is an existing gas company in Manchester, Tennessee. The proposed Hickory
Creek acquisition requires the Company to raise $3.0 million in financing and
there are no assurances that this funding can be completed. Further, Hickory
Creek is in its early stages of development or growth, and without an
established records of sales or earnings. In this regard, we will be subject to
numerous risks inherent in the energy business, operations and funding of early
stage or potential emerging growth energy companies.




In the
near term, our management anticipates that it will likely be able to effect only
one business combination, due primarily to our limited financing, and the
dilution of interest for present and prospective stockholders, which is likely
to occur as a result of our management's plan to offer a controlling interest to
a target business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.





5




The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in the energy industries and shortages of available capital,
our management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Forward Looking
Statements





Certain
matters discussed herein may constitute forward-looking statements and as such
may involve risks and uncertainties. In this report, the words "anticipates,"
"believes," "expects," "intends," "future" and similar expressions identify
certain forward-looking statements. These forward-looking statements relate to,
among other things, expectations of the business environment in which we
operate, projections of future performance, perceived opportunities in the
market and statements regarding our mission and vision. Our actual results,
performance, or achievements may differ significantly from the results,
performance, or achievements expressed or implied in such forward-looking
statements. For discussion of the factors that might cause such a difference,
see "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation". We undertake no obligation to update or revise such
forward-looking statements.





Plan of
Operation





The
Company incurred a net loss of $ (126,606) for the year ended September 30,
2008, and a net loss of $(146,048) for the period from August 17, 2006 (Date of
Inception) to September 30, 2007. In addition, the Company has no working
capital and has an accumulated deficit of $(146,048) as of September 30,
2008.





The
Company has not realized any revenues from operations since inception, and for
the next twelve months, it plans to continue its efforts in locating suitable
acquisition candidates. The Company can provide no assurance that it can
continue to satisfy its cash requirements for the 12 months subsequent to
September 30, 2008. One of the stockholders has agreed to fund the Company’s
operating costs through the earlier of a business combination or January 31,
2009.





A common
reason for a target company to enter into a merger with a blank check company is
the desire to establish a public trading market for its shares. Such a company
would hope to avoid the perceived adverse consequences of undertaking a public
offering itself, such as the time delays and significant expenses incurred to
comply with the various Federal and State securities law that regulate initial
public offerings.





Liquidity and Capital
Resources





As of
September 30, 2008, other than minimal cash, the Company had no assets and there
is currently a loan from Mary Passalaqua, the majority stockholder in the amount
of $ 18,208.  The loan is due on demand. The Company is accruing 6%
per annum on the loan.





On or
about July 1, 2008 the Company entered into a contract with Intriex for
consulting services and to assist in obtaining equity financing for the
company.  Intriex has funded the ongoing operations of Company through
advances of funds since July 21, 2008. The Company has agreed to return the
advances to Intriex plus a fee of double the advances. The advances and fees
will be paid after the Company closes on a funding arranged by Intriex. As of
September 30, 2008 the balance of the advances was $20,800 and the accrued fees
are $41,600. As of December 29, 2008 the balance of advances is $86,735 and the
accrued fee is $173,471.





Results of
Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been generated
by the Company since inception. It is unlikely the Company will have any
revenues unless it is able to effect an acquisition of, or merger with an
operating company, of which there can be no assurance.





Commitments





We do not
have any commitments which are required to be disclosed in tabular form as of
September 30, 2008.





6





ITEM 7. FINANCIAL
STATEMENTS





INDEX TO FINANCIAL
STATEMENTS





PTL
      ENERGY INC.(A
      DEVELOPMENT STAGE COMPANY)PageREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1FINANCIAL
      STATEMENTSBalance
      Sheet as of September 30, 2008
              F-2Statements
      of Operations for the Year Ended September 30, 2008 and
      2007 and
                For
      the period from August 17, 2006 (Date of Inception) to September 30,
      2008
              F-3Statement
      of Changes in Stockholders’ Deficiency for the period from August 17, 2006
      (Date of Inception) to September 30, 2008
              F-4Statements
      of Cash Flows for the Year Ended September 30, 2008 and
      2007 and
                For
      the period from August 17, 2006 (Date of Inception) to September 30,
      2008
              F-5NOTES
      TO FINANCIAL STATEMENTS
              F-6
      to F-8











REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


PTL
Energy Inc.




We have
audited the accompanying balance sheet of PTL Energy Inc. (a development stage
company) (the “Company”) as of September 30, 2008, and the related statements of
operations, changes in stockholders’ deficiency and cash flows for the years
ended September 30, 2008 and 2007 and for the period from August 17, 2006 (Date
of Inception) to September 30, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.




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




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of PTL Energy Inc. (a development
stage company), as of September 30, 2008, and the results of its operations and
its cash flows for the year ended September 30, 2008 and 2007 and for the period
from August 17, 2006 (Date of Inception) to September 30, 2008 in conformity
with United States generally accepted accounting principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As more fully described in Note 2, the Company
has incurred a deficit accumulated during the development stage of $146,048 and
cash flows used in operating activities of $38,877 during the development stage.
These factors raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans regarding those matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




New York,
New York




January
6, 2009





F-1




PTL
ENERGY INC.


(A
DEVELOPMENT STAGE COMPANY)





BALANCE
SHEET


September
30, 2008





ASSETSCASH
                    
                    $
                    431TOTAL
      CURRENT ASSETS
                    
                    $
                    431LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESACCOUNTS
      PAYABLE
                    
                    $
                    12,615ACCRUED
      LEGAL FEES
                    
                    
                    50,000ACCRUED
      FINANCING  FEES
                    
                    
                    41,600LOAN
      PAYABLE - STOCKHOLDER
                    
                    
                    18,208ADVANCES
                    
                    
                    20,800TOTAL
      CURRENT LIABILITIES
                    
                    
                    143,223STOCKHOLDERS’
      DEFICIENCY:Preferred
      stock, $.0001 par value; 10,000,000 shares authorized, -0-
      issued
                    
                    
                    0Common
      stock, $.0001 par value; 250,000,000 shares authorized, 9,000,000 shares
      issued and outstanding.
                    
                    
                    900Additional
      Paid in Capital
                    
                    
                    2,356Deficit
      accumulated during the development stage
                    
                    
                    (146,048
                    )TOTAL
      STOCKHOLDERS’ DEFICIENCY
                    
                    
                    (142,792
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                    
                    $
                    431




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


F-2


PTL ENERGY INC.


(A
DEVELOPMENT STAGE COMPANY)





STATEMENTS
OF OPERATIONS





For the
                          Year
                          Ended
                          September
                          30,
                          2008
                        
                        
                        For the Year ended
                          September 30,
                          2007
                        
                        
                        For the Period
                          from August 17, 2006
                          (Date of Inception)to
                          September 30, 2008REVENUES
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -ACCOUNTING
      FEES
                        
                        
                        (10,947
                        )
                        
                        
                        (16,701
                        ))
                        
                        
                        (27,722
                        )LEGAL
      FEES
                        
                        
                        (50,000
                        )
                        
                        
                        -
                        
                        
                        
                        (50,000
                        )OTHER
      FORMATION COSTS
                        
                        
                        (63,635
                        )
                        
                        
                        (1,444
                        ))
                        
                        
                        (65,370
                        )OTHER
                        
                        
                        (600
                        )
                        
                        
                        -
                        
                        
                        
                        (600
                        )IMPUTED
      INTEREST
                        
                        
                        (1,424
                        )
                        
                        
                        (932
                        )
                        
                        
                        (2,356
                        )NET
      LOSS
                        
                        $
                        (126,606
                        )
                        
                        $
                        (19,077
                        ))
                        
                        $
                        (146,048
                        )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
                        
                        
                        2,420,765
                        
                        
                        
                        1,000,000NET
      LOSS PER SHARE - BASIC AND DILUTED
                        
                        $
                        (0.05
                        )
                        
                        $
                        (0.01
                        )





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


F-3




PTL
ENERGY INC.


(A
DEVELOPMENT STAGE COMPANY)





STATEMENT
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


FOR THE
PERIOD FROM AUGUST 17, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30,
2008





DeficitAccumulatedAdditional
                  
                  
                  During the
                  
                  
                  TotalCommon Stock
                  
                  
                  Paid in
                  
                  
                  Development
                  
                  
                  Stockholders’Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  DeficiencyCommon
      shares issued on August 28, 2006 at $0.0001 per share
                  
                  
                  1,000,000
                  
                  
                  $
                  100
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  100Net
      loss for the period ended September 30, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (365
                  )
                  
                  
                  (365
                  )Balance
      at September 30, 2006
                  
                  
                  1,000,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  (365
                  )
                  
                  
                  (265
                  )Imputed
      interest on loan from stockholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  932
                  
                  
                  
                  -
                  
                  
                  
                  932Net
      loss for the period ended September 30, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (19,077
                  )
                  
                  
                  (19,077
                  )Balance
      at September 30, 2007
                  
                  
                  1,000,000
                  
                  
                  $
                  100
                  
                  
                  $
                  932
                  
                  
                  $
                  (19,442
                  )
                  
                  $
                  (18,410
                  )Common
      Shares issued on July 28, 2008 at $0.0001 per share
                  
                  
                  2,000,000
                  
                  
                  
                  200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200Common
      Shares issued in connection with Separation agreement on July 28, 2008 at
      $0.0001 per share
                  
                  
                  6,000,000
                  
                  
                  
                  600
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  600Imputed
      interest on loan from stockholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,424
                  
                  
                  
                  -
                  
                  
                  
                  1,424Net
      loss for the period ended September 30, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (126,606
                  )
                  
                  
                  (126,606
                  )Balance
      at September 30, 2008
                  
                  
                  9,000,000
                  
                  
                  $
                  900
                  
                  
                  $
                  2,356
                  
                  
                  $
                  (146,048
                  )
                  
                  $
                  (142,792
                  )





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


F-4




PTL
ENERGY Inc.


(A
DEVELOPMENT STAGE COMPANY)





STATEMENTS
OF CASH FLOWS





For thePeriod fromFor the Year
                    ended
                  
                  
                  For the Year
                    ended
                  
                  
                  August 17,
                    2006 (Date of
                    Inception)September
                    30,
                  
                  
                  September
                    30,
                  
                  
                  September
                    30,2008
                  
                  
                  2007
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (126,606
                  ))
                  
                  $
                  (19,077
                  )
                  
                  $
                  (146,048
                  ))Adjustment
      to reconcile net loss to net cashused
      by operating activities:Stock
      based compensation
                  
                  
                  600
                  
                  
                  
                  —
                  
                  
                  
                  600Imputed
      interest cost
                  
                  
                  1,424
                  
                  
                  
                  932
                  
                  
                  
                  2,356Increase
      in accounts payable and accrued expenses
                  
                  
                  99,880
                  
                  
                  
                  4,261
                  
                  
                  
                  104,215NET
      CASH (USED IN) OPERATING ACTIVITIES
                  
                  
                  (24,702
                  )
                  
                  
                  (13,884
                  )
                  
                  
                  (38,877
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from the sale of common stock
                  
                  
                  200
                  
                  
                  
                  
                  
                  
                  
                  300Proceeds
      from related party
                  
                  
                  4,087
                  
                  
                  
                  4,082
                  
                  
                  
                  18,208Proceeds
      from advances – other
                  
                  
                  20,800
                  
                  
                  
                  -
                  
                  
                  
                  20,800NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  25,087
                  
                  
                  
                  4,082
                  
                  
                  
                  39,308NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  385
                  
                  
                  
                  (9,802
                  )
                  
                  
                  431CASH  –  beginning
                  
                  
                  46
                  
                  
                  
                  9,848
                  
                  
                  
                  -CASH
      –  ending
                  
                  $
                  431
                  
                  
                  $
                  46
                  
                  
                  $
                  431





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


F-5




PTL
ENERGY INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS





NOTE
1 - Organization, Business and Operations





PTL
Energy Inc. (the “Company”) was incorporated in Delaware on August 17, 2006 as
TIA III, Inc, with an objective to acquire, or merge with, an operating
business.  The Company changed its name with the Delaware Secretary of
State to PTL Energy Inc. on October 31, 2008. As of September 30, 2008, the
Company had not yet commenced any operations.





The
Company, based on proposed business activities, is a "blank check" company. The
Securities and Exchange Commission (“SEC”) defines such a company as “a
development stage company” that has no specific business plan or purpose, or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and is issued
‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of
1934. Many states have enacted statutes, rules and regulations limiting the sale
of securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in its securities, either debt or equity, until the Company concludes a business
combination.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent that desires to
employ the Company’s funds in its business. The Company’s principal business
objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with a business (“Business
Combination”) rather than immediate, short-term earnings. The Company will
restrict its potential candidate target companies to the energy business,
industry or geographical location and, thus, may acquire any type of business.
The analysis of new energy business opportunities will be undertaken by or under
the supervision of the officers and directors of the Company.





The
Company has identified and conducted negotiations and entered into a non-binding
letter of intent (‘LOI”) concerning a target business. That target business is
the proposed acquisition of 60% of Hickory Creek LLC., and 60% of Hickory Creek
Pipeline Co, an existing natural gas producer and pipeline company in Middle
Tennessee (collectively referred to herein as “Hickory Creek”).  The
business purpose of the Company is to seek the acquisition of, or merger with,
Hickory Creek.





There
is no assurance that the Company will be able to successfully complete a
Business Combination.





NOTE
2 - Development Stage Company/Going Concern





The
Company has not generated any revenues to date; accordingly, the Company is
considered a development stage enterprise as defined in Financial Accounting
Standards Board No. 7, "Accounting and Reporting for Development Stage
Companies." The Company is subject to a number of risks similar to those of
other companies in an early stage of development.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company is currently a development stage
enterprise and the Company’s continued existence is dependent upon its ability
to obtain additional debt and/or equity financing. The Company has yet to
generate a positive cash flow from operations, and until then, the Company is
totally dependent upon debt and equity funding to finance the Company’s
operations. These factors raise substantial doubt about the Company’s continued
existence as a going concern. The accompanying financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue as a going concern.





On or
about July 1, 2008 the Company entered into a one year contract with Intriex for
consulting services and to assist the Company in obtaining equity
financing.  No fees are due, unless the Company has closed on an
equity financing agreement.





Intriex
has funded the ongoing operations of Company, through advances of funds. The
Company has agreed to return the advances to Intriex plus a fee of double the
advances. As of September 30, 2008 the balance of the advances is $20,800 and
the accrued fee is $41, 600. As of December 29, 2008 the balance of advances is
$86,735 and the accrued fee is $173,471.





On or
about December 5, 2008 Mr. Charles Giannetto agreed to accept a position as CEO
of Company and serve on the Board of Directors. Prior to accepting the
positions, Mr. Giannetto was retained by the Company as outside legal counsel
and has invoiced the Company for $50,000 for his legal services which is still
outstanding and recorded in accrued expenses.





NOTE
3 - Summary of Significant Accounting Policies





Income
Taxes





Effective
October 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB
Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies the accounting for
uncertainty in income taxes recognized in a company’s financial statements and
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing
authorities.





In
accordance with FIN 48, interest costs related to unrecognized tax benefits are
required to be calculated (if applicable) and would be classified as “Interest
Expense” in the Statements of Operations. Penalties would be recognized as
component of “General and Administrative expenses”.





The
Adoption of the provision of FIN 48 did not have a material impact on the
Company’s financial position and results of operations. As of September 30, 2008
no liability for unrecognized tax benefits was required to be
recorded.





The
Company utilizes the liability method of accounting for income taxes. Under the
liability method, deferred income taxes are determined based on the differences
between the bases of assets and liabilities for financial reporting and income
tax purposes. The Company recognized a deferred tax asset of approximately
$49,000 as of September 30, 2008, primarily relating to costs incurred during as
a development stage company. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which temporary differences become deductible. The Company considers projected
future taxable income and tax planning strategies in making this assessment. At
present, the Company does not have a history of income to conclude that is more
likely than not that the Company will be able to realize  its tax
benefits; therefore, a valuation allowance of $49,000 was established for the
full value of the deferred tax asset. For the year ended September 30, 2008, the
valuation allowance increased by approximately $43,000. A valuation allowance
will be maintained until sufficient positive evidence exists to support the
reversal of any portion or all of the valuation allowance net of appropriate
reserves. Should the Company be profitable in the future periods with
supportable trends, the valuation allowance will be reversed
accordingly.





A
reconciliation of the expected federal statutory rate of 34% to the Company’s
actual rate as reported for each of the periods presented is as
follows:





Year Ended
                    September 30,
                    2008
                  
                  
                  Year Ended
                    September 30,
                    2007
                  
                  
                  For the Period
                    from August 17,
                    2006 (Date of
                    Inception) to
                    September 30,
                    2008Expected
      Statutory Rate
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %State
      income tax rate, net of federal benefit
                  
                  
                  5.5
                  %
                  
                  
                  5.5
                  %
                  
                  
                  5.5
                  %39.5
                  %
                  
                  
                  39.5
                  %
                  
                  
                  39.5
                  %Valuation
      Allowance
                  
                  
                  -39.5
                  %
                  
                  
                  -39.5
                  %
                  
                  
                  -39.5
                  %Net
      Actual Rate
                  
                  
                  0.0
                  %
                  
                  
                  0.0
                  %
                  
                  
                  0.0
                  %




F-6





PTL
ENERGY INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS





NOTE
3 - Summary of Significant Accounting Policies (Continued)





Loss
Per Common Share





Basic and
diluted net loss per common share is computed by dividing the net loss by the
weighted-average number of shares of common stock outstanding during the
period.




Use
of Estimates





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





Recent
Accounting Standards




InDecember 2007, the FASB
issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51,(“SFAS160”), which amends Accounting Research
Bulletin No. 51, Consolidated Financial Statements(“ARB No. 51”) ,to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This
standard defines a noncontrolling interest, previously referred to as minority
interest, as the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent.SFAS160
requires, among other items, that a noncontrolling interest be included in the
consolidated balance sheet within equity separate from the parent’s equity;
consolidated net income to be reported at amounts inclusive of both the parent’s
and noncontrolling interest’s shares and, separately, the amounts of
consolidated net income attributable to the parent and noncontrolling interest
all on the consolidated statement of income; and if a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be measured at fair value and a gain or loss be recognized in net
income based on such fair value.SFAS160
is effective for fiscal years beginning after December 15, 2008, which
corresponds to the Company’s calendar year beginning January 1, 2009. The
Company is currently evaluating the potential impact of adoptingSFAS160 on its financial
statements.




In December 2007, the FASB issued SFAS
No. 141(R), “Business Combinations” (“SFAS No. 141R”).SFAS141Rretains the fundamental requirements
in SFAS 141 that the acquisition method of accounting (which SFAS 141 called thepurchase method) be used for all business
combinations and for an acquirer to be identified for each business combination.SFAS141Ralso establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree; (b) improves the
completeness of the information reported about a business combination by
changing the requirements for recognizing assets acquired and liabilities
assumed arising from contingencies; (c) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (d) determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008 (for
acquisitions closed on or after January  1, 2009 for the Company). Early
application is not permitted. The Company is currently evaluating the
potential impact of adopting SFAS 141(R)on its financial
statements.





On
October 10, 2008 the FASB issue FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active (FSP).” The FSP
clarifies the application of FASB Statement No. 157 in a market that is not
active. The guidance is primarily focused on addressing how the reporting
entity’s own assumptions should be considered when measuring fair value when
relevant observable inputs does not exist; how available observable inputs in a
market that is not active should be considered when measuring fair value; and
how the use of market quotes should be considered when assessing the relevance
of observable and unobservable inputs available to measure fair value. The
adoption of FSP FAS 157-3 did not have a material impact on the Company’s
financial statements.




In May
2008, the FASB issued Statement No. 162 “The Hierarchy of Generally Accepted
Accounting Principles.” The current hierarchy of generally accepted accounting
principles is set forth in the American Institute of Certified Accountants
(AICPA) Statement of Auditing Standards (SAS) No. 69, “The meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles. Statement
No. 162 is intended to improve financial reporting by identifying a consistent
framework or hierarchy for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S.
generally accepted accounting principles for nongovernmental entities. This
Statement is effective 60 days following the SEC’s approval of the Public
Company Oversight Board Auditing amendments to SAS 69. The Company is currently
evaluating the application of this Statement but does not anticipate that the
Statement will have a material effect on the Company’s results of operations or
financial position.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133” (“SFAS 161”), to
require enhanced disclosures about an entity’s derivative and hedging activities
and thereby improves the transparency of financial reporting. SFAS 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early adoption encouraged. The Company
is currently evaluating the effect that the adoption of SFAS 161 will have on
its results of operations and financial condition, but does not expect it to
have a material impact.





In
February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB
Statement No. 157 (“FSP 157-2”) that defers the effective date of applying the
provisions of SFAS 157 to the fair value measurement of non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (or at least annually),
until fiscal years beginning after November 15, 2008.  The Company is
currently evaluating the effect that the adoption of FSP 157-2 will have on its
results of operations and financial condition, but does not expect it to have a
material impact.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141R, “Business
Combinations” (“SFAS 141R”), which replaced SFAS No. 141, “Business
Combinations”. SFAS 141R establishes principles and requirements for determining
how an enterprise recognizes and measures the fair value of certain assets and
liabilities acquired in a business combination, including noncontrolling
interests, contingent consideration, and certain acquired contingencies. SFAS
141R also requires acquisition –related transaction expenses and restructuring
costs be expensed as incurred rather than capitalized as a component of the
business combination. SFAS 141R will be applicable prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. SFAS 141R
would have an impact on accounting for any business acquired after the effective
date of this pronouncement.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”) including an amendment of FASB
Statement No. 115.  SFAS 159 permits companies to choose to measure
certain financial instruments and certain other items at fair
value.  The standard requires that unrealized gains and losses on
items for which the fair value option has been elected be reported in
earnings.  The Company adopted SFAS 159 beginning in the first quarter
of 2008, without material effect on the Company’s financial position or results
of operations.





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”).  SFAS 157 provides guidance for using fair value to measure
assets and liabilities.  It also responds to investors’ requests for
expanded information about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value, and the
effect of fair value measurements on earnings.  SFAS 157 applies
whenever other standards require (or permit) assets or liabilities to be
measured at fair value, and does not expand the use of fair value in any new
circumstances.  SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and has been adopted by the
Company in 2008 without material effect on the Company’s financial position or
results of operations.


F-7





PTL
ENERGY INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS





NOTE
4 – Loan Payable - Stockholder





The
Company received an $18,208 in loans from one of its stockholders from July 28,
2008 through September 30, 2008.  The loan is due on demand and has no
stated interest rate. The Company has recorded an imputed interest rate of
approximately 8.25% per annum on this loan.





NOTE
5 – Common Stock





On July
28, 2008, the Company issued 2,000,000 shares of Common Stock for $200 to the
Company’s President.





On July
28, 2008, the Company issued 6,000,000 shares of Common Stock valued at par,
$0.0001 per share, totaling $600, as a consideration for the resignation of the
Company’s former President and sole director.





NOTE
6 - Preferred Stock





The
Company is authorized to issue 10,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.





NOTE 7 – Subsequent Events





The
Company recently entered into a non-binding (on either party) LOI (Note 1) dated
December 7, 2008 and executed December 23, 2008 to acquire no later than
February 15, 2009 Hickory Creek for $3.0 million, of which $1.5 million will be
an equity payment to the members of Hickory Creek and $1.5 million in
cash.    All terms and conditions concerning the acquisition
shall be stated in a purchase agreement acceptable to both parties on or prior
to January 31, 2009. Failure by the parties to execute a purchase agreement on
or prior to January 31, 2009 shall terminate the LOI without penalty to either
party. The Hickory Creek acquisition requires the Company to raise $3.0 million
in financing and there are no assurances that this funding can be completed.
Further, Hickory Creek is in its early stages of development or growth, and
without an established record of sales or earnings. In this regard, we will be
subject to numerous risks inherent in the energy business, operations and
funding of early stage or potential emerging growth energy
companies.




F-8





ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





There are
not and have not been any disagreements between the Registrant and its
accountants on any matter of accounting principles, practices or financial
statement disclosure.





ITEM 8A. CONTROLS AND
PROCEDURES





Evaluation of disclosure
controls and procedures




The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules, regulations and related forms, and that such information is
accumulated and communicated to our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.





Within
the 90 days prior to the filing date of this annual report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures. Based upon that evaluation, management
concluded that the Company’s disclosure controls and procedures were not
effective in alerting it in a timely manner to information relating to the
Company required to be disclosed in this report.




The
Company's management, which is comprised of Daniel J. DelSonno and Charles
Giannetto, has carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15(c) and 5d-15(c). Based upon that evaluation, our officers and
employees identified material weaknesses (as defined by standards
established by the Public Company Accounting Oversight Board). A material
weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements
will not be prevented of detected on a timely basis.





The
material weaknesses related to the Company are an inadequate segregation of
duties within our accounting function and our difficulty in evaluating,
applying, and documenting complex accounting principles, and preparing a
complete report without major errors. The Company initially failed to properly
record accrued legal fees and accrued financing fees associated with the
advances made to the company from Intriex, Inc. Management has decided that the
risks associated with inadequate segregation of duties and its difficulty in
evaluating, applying, and documenting complex accounting principles, and
preparing a complete report without major errors t  do not justify the
expenses that would need to be incurred to remedy these weakness especially
since the Company currently has no operations. Management will periodically
re-evaluate this situation. If the situation changes and/or sufficient capital
is obtained, it is the Company's intention to increase staffing to and find
personnel qualified to evaluating, applying, and documenting complex accounting
principles, and preparing a complete report without major errors.




Internal Controls Over
Financial Reporting





During
the period from September 30, 2007 to September 30, 2008, there were no changes
in the Company’s internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.





RISK
FACTORS





An
investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.





There may
be conflicts of interest between our management and our non-management
stockholder.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management's personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management's own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, Daniel
DelSonno , and Charles Giannetto our officers and directors, may be involved
with other blank check companies and conflicts in the pursuit of business
combinations with such other blank check companies with which they and other
members of our management are, and may be the future be, affiliated with may
arise.





Our
business is difficult to evaluate because we have no operating
history.





The
Company has no recent operating history nor any revenues or earnings from
operations since inception. We have no significant assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.




7





There is
competition for those private companies suitable for a merger transaction of the
type contemplated by management.





The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.





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




The
Company has no existing agreement for a business combination or other
transaction. Provided, however the Company does have a Non- Binding Letter of
Intent for the Hickory Creek merger.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity with the
exception of Hickory Creek. No assurances can be given that we will successfully
identify and evaluate suitable energy business opportunities or that we will
conclude a business combination. Management has identified the energy industry
or business for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.





Management
intends to devote only a limited amount of time to seeking a target energy
company which may adversely impact our ability to identify a suitable
acquisition candidate.




While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs in total. Our sole officer has not
entered into a written employment agreement with us but is expected to do so in
the foreseeable future.  .





The time
and cost of preparing a private company to become a public reporting company may
preclude us from entering into a merger or acquisition with the most attractive
private companies.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.





The
Company may be subject to further government regulation which would adversely
affect our operations.





Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Act could
subject us to material adverse consequences.




8





Any
potential acquisition or merger with a foreign company may subject us to
additional risks.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





There is
currently no trading market for our common stock.





Outstanding
shares of our common stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.





Our
business will have no revenues unless and until we merge with or acquire an
operating business.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.





The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.





Our
certificate of incorporation authorizes the issuance of a maximum of
250,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution of, and an additional reduction in, the percentage of our
common stock held by our then existing stockholders. Moreover, the common stock
issued in any such merger or acquisition transaction may be valued on an
arbitrary or non-arm’s-length basis by our management, which may not represent
fair value. Our Board of Directors has the power to issue any or all of such
authorized but unissued shares without stockholder approval. To the extent that
additional shares of common stock or preferred stock are issued in connection
with a business combination or otherwise, dilution to the interests of our
stockholders will occur and the rights of the holders of common stock might be
materially adversely affected.




The
Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.




The
Company has neither conducted nor have others made available to us results of
market research concerning prospective business opportunities. Therefore, we
have no assurances that market demand exists for a merger or acquisition as
contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may
be expected that any such target business or transaction will present such a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that we
will be able to acquire a business opportunity on terms favorable to us.
Decisions as to which business opportunity to participate in will be
unilaterally made by our management, which may act without the consent, vote or
approval of our stockholders.





Because
we may seek to complete a business combination through a “reverse merger,”
following such a transaction we may not be able to attract the attention of
major brokerage firms.




Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.




We cannot
assure you that following a business combination with an operating business, our
common stock will be listed on NASDAQ or any other securities
exchange.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.





9





There is
no public market for our common stock, nor have we ever paid dividends on our
common stock.





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act of 1933, as amended. Additionally, we have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.





Authorization
of Preferred Stock.





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.





Control
by Majority Shareholder.





Our
Majority Shareholder currently owns 77.8% of all the issued and outstanding
capital stock of the Company. Consequently, the Majority Shareholder controls
the Company and will have the ability to control substantially all matters
submitted to stockholders for approval, including:





·
            
            Election
      of the board of directors;





·
            
            Removal
      of any directors;





·
            
            Amendment
      of the Company’s certificate of incorporation or bylaws;
    and





·
            
            Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.




This
stockholder will thus have substantial influence over our management and affairs
and other stockholders of the Company possess no practical ability to remove
management or effect the operations of the business of the Company. Accordingly,
this concentration of ownership by itself may have the effect of impeding a
merger, consolidation, takeover or other business consolidation, or discouraging
a potential acquirer from making a tender offer for the common
stock.




This
registration statement contains forward-looking statements and information
relating to us, our industry and to other businesses.




These
forward-looking statements are based on the beliefs of our management, as well
as assumptions made by and information currently available to our management.
When used in this prospectus, the words "estimate," "project," "believe,"
"anticipate," "intend," "expect" and similar expressions are intended to
identify forward-looking statements. These statements reflect our current views
with respect to future events and are subject to risks and uncertainties that
may cause our actual results to differ materially from those contemplated in our
forward-looking statements. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.
We do not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated
events.





ITEM 8B. OTHER
INFORMATION





None





10





PART
III.





ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS.





(a)
Identification of Directors and Executive Officers.





A.
Identification of Directors and Executive Officers. The current officers and
directors will serve for one year or until their successor(s) are elected and
qualified. They are:





Name
              Age
              PositionCharles
      Giannetto
              54
              CEO,
    DirectorDaniel
      J. DelSonno
              60
              President,
      CFO Director




Daniel
DelSonno, the Company’s President, and Director, has been the president since
July 28, 2008. Mr. Giannetto has been the CEO and a Director since December 5,
2008





Resume





Mr.
DelSonno’s  work history spans 35 years, with the majority of the
first ten in sales, honing his skills as a negotiator and closer. He spent the
majority of his career in positions that have allowed him to utilize one of his
greatest strengths, which is creating and implementing
presentations.





From
1981- 1988 Mr. DelSonno owned and operated a marketing company that sold three
time share resorts in the upper Florida Keys; Florida Bay Club, Key Largo, Port
Largo Villas, Key Largo and Top Sider Resort  Islamorada. In 1988 Mr.
DelSonno turned his attention to the financial markets and he began commodity
trading which continued through 1990. This began a new chapter in his sales
career, as Mr. DelSonno began raising funds for small to mid cap companies to
execute expansion of a proven business model. I was involved in the vetting
process for venture capital funds as well as for private investors.





Charles
Giannetto, age 54, is a graduate of the University of Minnesota. Mr. Giannetto
received his law degree from William Mitchell College of Law in 1980. After
graduation, he worked for the firm of Michaels Seeger Rosenbald and Arnold,
Attorneys, Rochester, Minnesota (now Dunlap & Seeger) for ten years and has
been a solo practitioner since then, with an emphasis on corporate and
securities law and commercial real estate finance.





He has
over 33 years business and legal experience including SEC public company
experience and investment banking. Mr. Giannetto has performed the duties of
Public company general counsel and operations executive, in addition to being an
active Board Member.  He has complete deal making experience including
public offerings, private placement and M&A transactions, and commercial
real estate, finance, and construction experience. He has also lead several
workouts and turnarounds. He has managed multiple functions including finance,
compliance and operations and has extensive experience with financial
institutions, investors, stock exchanges and the SEC. Mr. Giannetto also has
experience with bankruptcy workouts and DIP appointments





Recently,
Mr. Giannetto was an officer and director of EOS Holdings Corp., an investment
banking and commercial real estate firm in Orlando, FL. Previously, Mr.
Giannetto was the Chief Legal Officer and Director for CALI Holdings, Inc., and
Kairos Holdings Inc, both publicly traded investment companies under the
Investment Company Act of 1940. Mr. Giannetto’s legal, investment banking, and
deal experience spans 33 years.





Prior to
law school, Mr. Giannetto was an executive responsible for operations and
corporate duties with a medium sized real estate development company involved in
development and construction of hotels, apartment buildings, parking structures
and other commercial structures.





The term
of office of each director expires at the Company's annual meeting of
stockholders or until their successors are duly elected and qualified. Directors
are not compensated for serving as such. Officers serve at the discretion of the
Board of Directors.




11





B.
Significant Employees. None.





C. Family
Relationships. None.





D.
Involvement in Certain Legal Proceedings. There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five
years. Provided however, Mr. Giannetto filed for personal bankruptcy (unrelated
to any business interests) and received a discharge on April 30, 2007. Mr.
Giannetto recently accepted a position as CEO and director of
Company.





E. The
Board of Directors acts as the Audit Committee and the Board has no separate
committees. The Company has no qualified financial expert at this time because
it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such an
expert. The Company intends to continue to search for a qualified individual for
hire.





The
Company’s officers and directors have had preliminary contact and discussions
with representatives of other entities regarding a business combination in the
energy business with us. Further, no acquisitions, mergers, or business
combinations between the Company and another entity or business have occurred
nor are any such transactions pending. Provided however, there is a Non Binding
Letter of Intent for a possible merger with Hickory Creek.




ITEM 10.
EXECUTIVE COMPENSATION.





The
Company’s officers and directors have not received any cash remuneration since
inception. Officers will not receive any remuneration until the consummation of
an acquisition. No remuneration of any nature has been paid for or on account of
services rendered by a director in such capacity. The Company’s officers and
directors intend to devote only a few hours a week to our affairs.





It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our management for the purposes of providing services to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed
transaction.





No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





ITEM 11. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





(a)
Security ownership of certain beneficial owners.





The
following table sets forth, as of the date of this Registration Statement, the
number of shares of common stock owned of record and beneficially by executive
officers, directors and persons who hold 5% or more of the outstanding common
stock of the Company. Also included are the shares held by all executive
officers and directors as a group.




Name and Address
                              
                              Position in the
                                Company
                              
                              Amount and Nature
                                of Beneficial Ownership
                              
                              
                              Percentage
                                of ClassDaniel
      Del Sonno
                                36320
      N. County Rd. 44A
                                Eustis,
      FL 32736
                              
                              President
      and Director
                              
                              
                              2,000,000
                              
                              
                              
                              22.2
                              %Charles
      Giannetto
                                8815
      Conroy Windermere Rd
                                Orlando,
      FL 32835
                              
                              Director
                              
                              
                              -0-
                              
                              
                              
                              -0-
                              %Mary
      Passalaqua106
      Glenwood Drive S.Liverpool,
      NY 13090
                              
                              
                              
                              
                              7,000,000
                              
                              
                              
                              77.8
                              %All
      Officers and Directors as a group
                              
                              
                              
                              
                              2,000,000
                              
                              
                              
                              22.2
                              %




12




ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.





The
Company received two advances from Mary Passalaqua, the Company’s sole
stockholder on August 16, 2006 and August 28, 2006, in the amounts of $139 and
$10,000 respectively. On August 28, 2006, the total amount owed by the Company
for the advances was decreased by $100 with the purchase of 1,000,000 shares of
common stock at $0.0001 by Mary Passalaqua. The Company received a further
advance of $8,082 during the year ended September 30, 2007 from the sole
stockholder.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.





ITEM 13. EXHIBITS AND
REPORTS ON FORM 8-K





Exhibits
required by Item 601 of Regulation S-B.Item 6. Exhibits and Reports on Form
8-K.





(a)
Exhibits required by Item 601 of Regulation S-B.





Exhibit
                No.
              
              Description*3.1
              
              Certificate
      of Incorporation, as filed with the Delaware Secretary of State on August
      17, 2006.*3.2
              
              By-Laws31.1
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-KSB for the year
      ended September 30, 2008.32.1
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.




*  
Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on October 31, 2006, and
incorporated herein by this reference.





(b)
Reports on Form 8-K. None





ITEM 14. PRINCIPAL
ACCOUNATANT FEES AND SERVICES





The
Company’s sole independent registered accounting firm Marcum & Kliegman LLP
conducted an audit and quarterly reviews for the Company, and for the period
ended September 30, 2008, the Company has incurred approximately $ 15,000 in
audit fees for these services.




13





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.




PTL
      Energy Inc,Date:
      January 7, 2009
                    By:
                    /s/ 
      Daniel J. DelSonnoDaniel
      J. DelSonnoPrincipal Financial
      OfficerBy:
                    /s/
      Charles GiannettoCharles
      GiannettoCEO