UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



AMENDMENT
NO. 4



TO



FORM
10-K/A



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|--- | --------------------------------------------------------------------------------------------



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



For
the fiscal year ended December 31, 2012



Commission
File Number: 000-53881



PETROSONIC
ENERGY, INC.

(Exact
name of registrant as specified in its charter)



Nevada

(State
or other jurisdiction of

incorporation
or organization)



914
Westwood Boulevard, No. 545

Los
Angeles, California 90024

(Address
of principal executive offices)



(855)
626-3317

(Issuer’s
telephone number)



Securities
registered pursuant to Section 12(b) of the Act:



Title
of each class

None



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, par value $0.001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES [  ]
NO [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [  ]
NO [X]



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [  ]



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



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



|Large
    accelerated filer [  ]                  | Accelerated
    filer [  ]       
|------------------------------------------------- | ---------------------------------
|                                                  |                                  
|Non-accelerated
    filer [  ]                    | Smaller
    reporting company [X]
|(Do
    not check if a smaller reporting company) |                                  



Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).YES [  ] NO [X]



The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter was $15,612,478.



At
April 30, 2013, there were 79,166,405 shares of the registrant’s common stock outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



Not
applicable.






















EXPLANATORY
NOTE



The
purpose of this Amendment No. 4 to Form 10-K is to re-file exhibit 10.8 in its entirety.



2







PART
IV



|ITEM
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES
|------------ | -------------------------------------------



|2.1    | Asset
    Purchase and Sale Agreement dated July 27, 2012(1)                                                                                                                                                                                                                                                                                                                                                                                 
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1(a) | Articles
    of Incorporation(2)                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1(b) | Amendments
    to Articles of Incorporation(3)                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2    | Bylaws(2)                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4      | Specimen
    stock certificate(2)                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1   | Declaration
    of Trust of Gerhard Schlombs(2)                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2   | Convertible
    Debenture issued on March 23, 2012 to Sierra Growth, Inc.**                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.3   | Convertible
    Debenture issued on April 18, 2012 to Sierra Growth, Inc.**                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.4   | Convertible
    Debenture issued June 6, 2012 to Westlake Advisors Corp.**                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.5   | Convertible
    Debenture issued June 21, 2012 to Jackson Bennett LLC**                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.6   | Convertible
    Debenture dated June 6, 2012 issued to Artan Agolli**+                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.7   | Form
    of Convertible Debenture dated July 27, 2012 issued to Sonoro Energy Ltd.(1)                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.8   | Assignment
    of Shares of Common Stock dated April 17, 2012 from Art Agolli in favor of Bearing MineralExploration Inc.*(Refiled)                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.9   | Non-Compete
    and Non-Solicitation Agreement dated July 27, 2012 between the registrant and Sonoro Energy Ltd.(1)                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.10  | Consulting
    Agreement dated July 27, 2012 between the registrant and Sonoro Energy Ltd.(1)                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.11  | Share
    Sale Contract dated July 27, 2012 between the registrant and Sonoro Energy Ltd.(1)                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.12  | Form
    of Iraq License Agreement dated July 27, 2012 between the registrant and Sonoro Energy Ltd.(1)                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.13  | Amended
    and Restated Employment Agreement dated January 1, 2013 between the registrant and Art Agolli**                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14  | Consulting
    Agreement dated April 26, 2013 between the registrant and StoryCorp Consulting, Inc.(8)                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.15  | Consulting
    Agreement dated January 1, 2013 between the registrant and Benjamin L. Padnos**                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.16  | Consulting
    Agreement with Ormont Investor Relations and Strategic Communications, LLC and assignment to Loma Management Partners Inc.(9)                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.17  | Memorandum
    of Understanding dated September 15, 2012 between the registrant and Quadrise Canada Corporation**                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.18  | Form
    of Securities Purchase Agreement dated January 16, 2013(7)                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.19  | Form
    of Registration Rights Agreement dated January 16, 2013(7)                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.20  | Form
    of Warrant dated January 16, 2013(7)                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.21  | Enterprise
    Agreement between Petrosonic Albania sh.a and Pavli Vallja Company dated September 7, 2012**                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.22  | Warrant
    dated September 5, 2012 for the purchase of 140,000 shares of common stock issued to Jackson Bennett LLC**                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.23  | Warrant
    dated September 24, 2012 for the purchase of 200,000 shares of common stock issued to Jackson Bennett LLC**                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|14     | Code
    of Ethics(5)                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|21     | List
    of Subsidiaries**                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.1   | Certification
    of Principal Executive Officer pursuant to 15d-15(e), promulgated under the Securities Exchange Act of 1934**                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.2   | Certification
    of Principal Financial Officer pursuant to 15d-15(e) promulgated under the Securities Exchange Act of 1934**                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|32.1   | Certification
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive
    Officer and Principal Financial and Accounting Officer)**                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|101.1  | The
                                         following financial statements formatted in Extensive Business Reporting Language (XBRL):
        (i)
        consolidated statements of operations, (ii) consolidated statements of cash flows,
        (iii)
        consolidated balance sheet, (iv) consolidated statement of changes in stockholders’ equity, and
        (v)
        the notes to the consolidated financial statements.**



*Filed
herewith.

**
Previously filed

+Indicates
a contract with management.

(1)
Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on July 31, 2012.

(2)
Incorporated by reference to the registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on December 19, 2008.

(3)
Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on May 18, 2012.

(4)
Incorporated by reference to the registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on February 11, 2013.

(5)
Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended October 31, 2009 filed with
the Securities and Exchange Commission on January 27, 2010.

(6)
Intentionally omitted.

(7)
Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on January 23, 2013.

(8)
Incorporated by reference to the registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange
Commission on September 27, 2013. This exhibit has been re-filed to include the signatures.

(9)
Incorporated by reference to the registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange
Commission on September 27, 2013. This exhibit has been re-filed to add Exhibit A, which was not included in the original filing.



3







SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned,
thereto duly authorized on this 26th day of November 2013.



| | PETROSONIC
    ENERGY, INC.
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            



4