UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


________________________




FORM
10-K/A


__________________________




(Mark
One)


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


For
      the Fiscal Year Ended March 31,
2009





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT


For the
transition period from __________ to ___________





Commission
      file number:  333-82580





SIGNATURE
EXPLORATION AND PRODUCTION CORP.


(Exact
name of registrant as specified in its charter)


____________________





Delaware
                (State
      or other Jurisdiction of
                Incorporation
      or Organization)
              
              59-3733133
                (IRS
      Employer I.D. No.)


___________________________




3200
Southwest Freeway, Ste 3300


Houston,
Texas 77027


Phone:
(888) 895-3594


Fax:
(888) 800-5918


(Address
and telephone number of


principal
executive offices)


___________________________







Securities
      registered under Section 12 (b) of the Exchange Act:Title of each
      class
                                  
                                  Name of each exchange on which
      registeredNone
                                  
                                  NoneSecurities
      registered under Section 12(g) of the Exchange Act:$0.0001 Par Value Common
      StockTitle
      of Class





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o  No þ




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 o  No þ




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 þ  No o




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 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. o




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




Large
accelerated filer  o         Accelerated
filer o


Non-accelerated
filer o 
        Smaller reporting company
 þ





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act).  Yes o  No þ





The
aggregate market value of the voting stock held by non-affiliates of the
registrant on June 30, 2009, the last business day of the registrant’s most
recently completed first quarter, based on the closing price on that date of
$0.08 on the Over the Counter Bulletin Board, was approximately
$44,300.





EXCEPT
WHERE AND AS OTHERWISE STATED TO THE CONTRARY IN THIS ANNUAL REPORT, ALL SHARE
AND PRICES PER SHARE HAVE BEEN ADJUSTED TO GIVE RETROACTIVE EFFECT TO THE CHANGE
IN THE PRICE PER SHARE OF THE COMMON STOCK RESULTING FROM THE FIFTY -FOR-ONE
REVERSE SPLIT OF THE COMMON STOCK THAT TOOK EFFECT ON MAY 5, 2008.





Documents Incorporated by
Reference


None








EXPLANATORY
NOTE





Signature
Exploration and Production Corp. (the “Company”) is filing this
Amendment No. 1 to its Annual Report on Form 10-K for its fiscal year ended
March 31, 2009, as filed with the Securities and Exchange Commission on July 14,
2009 (the “Original March 2009
Form 10-K”), primarily to correct an error in recording a loss related to
a substantial modification of certain shareholder loans and to correct the
resulting effects upon additional paid in capital and accumulated
deficit.




Actual Changes in the Original March
2009 Form 10-K.The actual changes in the Original March 2009 Form 10-K
included in this Amendment No. 1 are amendments to Part II that include: (a) amended and restated
Consolidated Balance Sheet as of March 31, 2009, (b) amended and restated
Consolidated Statement of Operations for the year ended March 31, 2009, (c) amended and restated
Consolidated Statement of Stockholders’ Equity for the year ended March 31,
2009, (d) amended and
restated Consolidated Statement of Cash Flows for the year ended March 31, 2009,
and (e) an amended Note
5,7, 9, and 8 with the addition of Note 12.




Notwithstanding
that there are no changes in most of the Notes to the Consolidated Financial
Statements included in this Amendment No. 1, a complete Form 10-K document
including a complete set of the Consolidated Financial Statements (together with
all of the Notes from the Original March 2009 10-K) has been included in this
Amendment No. 1, for convenient reference.




In
addition, see additional amended filings of the Company for relevant subsequent
events.


ii





SIGNATURE
EXPLORATION AND PRODUCTION CORP.


FORM
10-K/A





TABLE
OF CONTENTS





PART
      I
                                                                        
                                                                        2ITEM
      1.
                                                                        DESCRIPTION
      OF BUSINESS
                                                                        2ITEM
      1A.
                                                                        RISK
      FACTORS
                                                                        4ITEM
      1B.
                                                                        UNRESOLVED
      STAFF COMMENTS
                                                                        8ITEM
      2.
                                                                        PROPERTY
                                                                        8ITEM
      3.
                                                                        LEGAL
      PROCEEDINGS
                                                                        8ITEM
      4.
                                                                        SUBMISSIONS
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                                        8Part
      II
                                                                        
                                                                        9ITEM
      5.
                                                                        MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                                                        9ITEM
      6.
                                                                        SELECTED
      FINANCIAL DATA
                                                                        10ITEM
      7.
                                                                        MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
      OPERATION
                                                                        10ITEM
      7A.
                                                                        QUANTITIATIVE
      AND QUILITATIVE DISCLOSERS ABOUT MARKET RISK
                                                                        13ITEM
      8.
                                                                        FINANCIAL
      STATEMENTS
                                                                        13ITEM
      9.
                                                                        CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
                                                                        13ITEM
      9A.
                                                                        CONTROLS
      AND PROCEDURES
                                                                        13ITEM
      9B.
                                                                        OTHER
      INFORMATION
                                                                        15PART
      III
                                                                        
                                                                        15ITEM
      10.
                                                                        DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
                                                                        15ITEM
      11.
                                                                        EXECUTIVE
      COMPENSATION
                                                                        16ITEM
      12.
                                                                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                                        17ITEM
      13.
                                                                        CERTAIN
      RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE
                                                                        18ITEM
      14.
                                                                        PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                                                        18PART
      IV
                                                                        
                                                                        20ITEM
      15.
                                                                        EXHIBITS
                                                                        20




iii





Forward
Looking Statements




This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
statements other than statements of historical facts are forward-looking
statements. You can find many of these statements by looking for words such as
“believes,” “expects,” “anticipates,” “estimates,” “intends,” or similar
expressions used in this report.





These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by us in those statements include, among
others, the following:





●
            the quality of our properties
      with regard to, among other things, the existence of reserves in economic
      quantities;


●
            uncertainties about the estimates
      of reserves;


●
            our ability to increase our
      production and oil and natural gas income through exploration and
      development;


●
            the number of well locations to
      be drilled and the time frame within which they will be
      drilled;


●
            the timing and extent of changes
      in commodity prices for natural gas and crude
  oil;


●
            domestic demand for oil and
      natural gas;


●
            drilling and operating
      risks;


●
            the availability of equipment,
      such as drilling rigs and transportation
  pipelines;


●
            changes in our drilling plans and
      related budgets;


●
            the adequacy of our capital
      resources and liquidity including, but not limited to, access to
      additional borrowing capacity;
and


●
            other factors discussed under
      Item 1A Risk Factors with the heading “Risks Related To Our
      Business”.





Because
such statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by the forward-looking
statements. You are cautioned not to place undue reliance on such statements,
which speak only as of the date of this report.


1


PART
I





ITEM
      1.
            DESCRIPTION
      OF BUSINESS




Company
Background




Our
company was incorporated in the State of Delaware on April 4, 2001, under the
name of “Flagstick Ventures, Inc.” On March 28, 2008, a majority of our
stockholders approved changing our name to Signature Exploration and Production
Corp. as our business model had changed to becoming an independent energy
company engaged in the acquisition and development of crude oil and natural gas
leases in the United States.  As of March 31, 2009, we have not yet
generated revenues or incurred expenses related to the energy
operations.





Our
common stock is quoted for trading on the OTC Bulletin Board under the symbol
SXLP.





Our
principal executive offices are located at 201 St. Charles Avenue, Ste 2500, New
Orleans, Louisiana 70170. Our telephone number is (504) 599-5929.





Business
Strategy





We intend
to build our business through the acquisition of producing oil and natural gas
wells, interests and leases. Our strategy is to combine the secure and reliable
revenue source of non-operated interest from producing oil wells with the
potential of an oil and gas exploration project. We plan to purchase
non-operated interests, acquire a development stage exploration property and
carry out an exploration program on the acquired property.




Our
search for oil and gas leases or interests in leases has been directed towards
small and medium-sized oil and natural gas production companies and properties.
For our initial acquisitions, we are seeking lower risk property interests. In
building our portfolio of oil and gas interests, we intend to include
non-operated interests in producing wells and exploration interests in a
development stage oil and gas properties. As we continue to development our
portfolio of interests, we will search for properties and interests that have
the following qualities:




·
            at
      least developmental drilling in proven producing
  areas;


·
            significant
      additional production capacity through developmental drilling,
      recompletions and workovers;


·
            further
      developmental potential; and


·
            in
      some cases, ability to assume operatorship or appointment of a known
      operator with relevant experience in the
area.





Seasonality





The
exploration for oil and natural gas reserves depends on access to areas where
operations are to be conducted. Seasonal weather variations, including freeze-up
and break-up affect access in certain circumstances.  Natural gas is used
principally as a heating fuel and for power generation.  Accordingly,
seasonal variations in weather patterns affect the demand for natural gas.
 Depending on prevailing conditions, the prices received for sales of
natural gas are generally higher in winter than summer months, while prices are
generally higher in summer than spring and fall months.





Markets





We are
currently in the exploration stage and we have not generated revenues. We are
not producing oil or gas and we have no customers. The availability of a ready
market and the prices obtained for oil and gas produced depend on many factors,
including the extent of domestic production and imports of oil and gas, the
proximity and capacity of natural gas pipelines and other transportation
facilities, fluctuating demand for oil and gas, the marketing of competitive
fuels, and the effects of governmental regulation of oil and gas production and
sales.


2




A ready
market exists for domestic oil and gas through existing pipelines and
transportation of liquid products. Whether there exists an international market
depends upon the existence of international delivery systems and on political
and pricing factors.




Competition





The
strength of commodity prices has resulted in significantly increased operating
cash flows and has led to increased drilling activity.  This industry
activity has  increased  competition  for
undeveloped lands; skilled personnel; access  to  drilling
rigs, service rigs
and  other  equipment;  and  access  to
processing
and  gathering  facilities,  all  of  which  may  cause
drilling and operating costs to increase.  Some of our competitors are
larger than us and have substantially greater financial and marketing
resources.  In addition, some of our competitors may be able to secure
products and services from vendors on more favorable terms, offer a greater
product selection, and adopt more aggressive pricing policies than we
can.





Government
Regulation





Our
operations will be subject to various types of regulation at the federal, state
and local levels. Such regulation includes requiring permits for the drilling of
wells; maintaining bonding requirements in order to drill or operate wells;
implementing spill prevention plans; submitting notification and receiving
permits relating to the presence, use and release of certain materials
incidental to oil and gas operations; and regulating the location of wells, the
method of drilling and casing wells, the use, transportation, storage and
disposal of fluids and materials used in connection with drilling and production
activities, surface usage and the restoration of properties upon which wells
have been drilled, the plugging and abandoning of wells and the transporting of
production.




Our
operations will be also subject to various conservation matters, including the
regulation of the size of drilling and of spacing units or proration units, the
number of wells which may be drilled in each unit, and the unitization or
pooling of oil and gas properties. In this regard, some states allow the forced
pooling or integration of tracts to facilitate exploration while other states
rely on voluntary pooling of lands and leases, which may make it more difficult
to develop oil and gas properties. In addition, state conservation laws
establish maximum rates of production from oil and gas wells, generally limit
the venting or flaring of gas, and impose certain requirements regarding the
ratable purchase of production. The effect of these regulations is to limit the
amounts of oil and gas we may be able to produce from our wells and to limit the
number of wells or the locations at which we may be able to drill.




Operations
on properties in which we have an interest are subject to extensive federal,
state and local environmental laws that regulate the discharge or disposal of
materials or substances into the environment and otherwise are intended to
protect the environment. Numerous governmental agencies issue rules and
regulations to implement and enforce such laws, which are often difficult and
costly to comply with and which carry substantial administrative, civil and
criminal penalties and in some cases injunctive relief for failure to
comply.




Some
laws, rules and regulations relating to the protection of the environment may,
in certain circumstances, impose “strict liability” for environmental
contamination. These laws render a person or company liable for environmental
and natural resource damages, cleanup costs and, in the case of oil spills in
certain states, consequential damages without regard to negligence or fault.
Other laws, rules and regulations may require the rate of oil and gas production
to be below the economically optimal rate or may even prohibit exploration or
production activities in environmentally sensitive areas. In addition, state
laws often require some form of remedial action, such as closure of inactive
pits and plugging of abandoned wells, to prevent pollution from former or
suspended operations.




Legislation
has been proposed in the past and continues to be evaluated in Congress from
time to time that would reclassify certain oil and gas exploration and
production waste as hazardous waste. If such reclassification is successful, it
would make these wastes subject to much more stringent storage, treatment,
disposal and clean-up requirements, which could have a significant adverse
impact on operating costs. From time to time initiatives to further regulate the
disposal of oil and gas wastes are also proposed in certain states and may
include initiatives at the county, municipal and local government levels. These
various initiatives could have a similar adverse impact on operating
costs.




3




The
regulatory burden of environmental laws and regulations increases our cost and
risk of doing business and consequently affects our profitability. The federal
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
also known as the “Superfund” law, imposes liability, without regard to fault,
on certain classes of persons with respect to the release of a “hazardous
substance” into the environment. These persons include the current or prior
owner or operator of the disposal site or sites where the release occurred and
companies that transported, disposed or arranged for the transport or disposal
of the hazardous substances found at the site. Persons who are or were
responsible for releases of hazardous substances under CERCLA may be subject to
joint and several liability for the costs of cleaning up the hazardous
substances that have been released into the environment and for damages to
natural resources. It is not uncommon for the federal or state government to
pursue such claims. The federal Environmental Protection Agency and various
state agencies continue to promulgate regulations that limit the disposal and
permitting options for certain hazardous and non-hazardous wastes.




It is
also not uncommon for neighboring landowners and other third parties to file
claims for personal injury or property or natural resource damages allegedly
caused by the release of hazardous substances into the environment.




Employees





We have
assembled a management team led by our CEO, Scott Allen and CFO Steven Weldon.
None of our employees are covered by a collective bargaining agreement, nor have
we experienced a strike or other adverse work stoppage due to organized
labor.





ITEM
      1A.
            RISK
      FACTORS




Risks Specific to Our
Company




We
have limited operating funds, and our ability to continue as a going concern is
dependent upon our ability to obtain additional capital to operate the
business.




We have
experienced net losses since April 4, 2001, which losses have caused an
accumulated deficit of approximately $2,029,000 as of March 31, 2009. In
addition, we have consumed net cash used in operating activities of
approximately $129,000 and $18,000 for the years ended March 31, 2009 and 2008,
respectively. We will require additional funds to sustain and expand our current
business, and to continue implementing our business plan. Our lack of sufficient
financing to implement our business plan, and our expectation to continue
operating losses for the foreseeable future raises substantial doubt about our
ability to continue as a going concern.




Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future
financing.





Our
independent registered certified public accounting firm has issued its report,
which includes an explanatory paragraph for going concern uncertainty on our
financial statements as of March 31, 2009. Our ability to continue as a going
concern is heavily dependent upon our ability to obtain additional capital to
sustain operations. Currently, we have no commitments to obtain additional
capital, and there can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all.





Since
we are in the early stage of development and have a limited operating history,
it may be difficult for you to assess our business and future
prospects.




We have
no history of revenues from oil and natural gas operations and have no
significant tangible assets. We have yet to generate positive earnings and there
can be no assurance that we will ever operate profitably. With this limited
operating history our company must be considered in the exploration stage. Our
success is significantly dependent on a successful acquisition, drilling,
completion and production program. Our operations will be subject to all the
risks inherent in the establishment of a developing enterprise and the
uncertainties arising from the absence of a significant operating history. We
may be unable to locate recoverable reserves or operate on a profitable basis.
We are in the exploration stage and potential investors should be aware of the
difficulties normally encountered by enterprises in the exploration stage. If
our business plan is not successful, and we are not able to operate profitably,
investors may lose some or all of their investment in our company.


4


We
will need additional capital, the availability of which is uncertain, to fund
our business and complete the implementation of our business plan.




We will
require additional financing in order to carry out our business plan. Such
financing may take the form of the issuance of common or preferred stock or debt
securities, or may involve bank financing. There can be no assurance that we
will obtain such additional capital on a timely basis, on favorable terms, or at
all. If we are unable to generate the required amount of additional capital, our
ability to meet our financial obligations and to implement our business plan may
be adversely affected.




Our
current management does not have experience in managing a public company; this
may negatively impact our business operations.




Mr. Scott
Allen is currently serving as our CEO.  Mr. Allen has not had any
previous experience managing a public company. There can be no assurance that we
will be able to effectively manage the expansion of our operations, that our
systems, procedures, or controls will be adequate to support our operations or
that our management team will be able to achieve the rapid execution necessary
to fully exploit the market opportunity. Any inability to operate our business,
manage our growth, comply with the regulatory requirements of a company subject
to regulation by governmental agencies such as the Securities & Exchange
Commission could reduce the efficiency of our business operations, thereby
causing our operating expenses to increase and our operating margins to
decrease.





As
we have incurred losses since inception, we are not now, nor will we be in the
foreseeable future, in a position to pay dividends on our issued and outstanding
stock.




We have
never declared or paid cash dividends on our capital stock and do not anticipate
paying any cash dividends in the foreseeable future. We currently intend to
retain all available funds and any future earnings for use in the operation and
expansion of our business.




Our
management may be unable to effectively integrate future acquisitions and to
manage our growth and we may be unable to fully realize any anticipated benefits
of these acquisitions.




Our
future results will depend in part on our success in implementing our growth and
acquisition strategy. Our ability to implement this strategy will be dependent
on our ability to identify, consummate and successfully assimilate acquisitions
on economically favorable terms. In addition, acquisitions involve a number of
special risks that could adversely affect our operating results, including the
diversion of management’s attention, failure to retain key acquired personnel,
risks associated with unanticipated events or liabilities, legal, accounting and
other expenses associated with acquisitions, some or all of which could increase
our operating costs, reduce our revenues and cause a material adverse effect on
our business, financial condition and results of operations. We have no
preliminary agreements or understandings to acquire or be acquired by a company
as of the date of this prospectus.




Risks Specific to Our
Industry




We
face strong competition from larger oil and gas companies, which could harm our
business and ability to operate profitably.




The
exploration and production of oil and gas business is highly competitive. Other
oil and gas companies will compete with us by bidding for exploration and
production licenses and other properties and services that we will need to
operate our business in the countries in which we expect to operate. This
competition is increasingly intense as prices of oil and natural gas on the
commodities markets have risen in recent years. Additionally, other companies
engaged in our line of business may compete with us from time to time in
obtaining capital from investors.




Oil and
gas properties have limited lives and, as a result, we may seek to replace and
expand our reserves through the acquisition of new properties. In addition,
there is a limited supply of desirable oil and gas lands available in North
America where we would consider conducting exploration and/or production
activities. The major oil and gas companies are often better positioned to
obtain the rights to exploratory acreage for which we may compete.




5




Competitors
include larger, foreign owned companies, which, in particular, may have access
to greater resources than us, may be more successful in the recruitment and
retention of qualified employees and may conduct their own refining and
petroleum marketing operations. These factors may give them a competitive
advantage. Oil and natural gas exploration and development activities are
dependent on the availability of drilling and related equipment, transportation,
power and technical support in the particular areas and our access to these
facilities may be limited due to high competition. Shortages and/or the
unavailability of necessary equipment or other facilities will impair our
activities, either by delaying our activities, increasing our costs or
otherwise.




We
may not be able to develop oil and gas reserves on an economically viable
basis.




To the
extent that we succeed in discovering oil and/or natural gas reserves at our
future properties, we are not sure that these reserves will be capable of
supporting production levels we project or in sufficient quantities to be
commercially viable. These risks are more acute in the early stages of
exploration. Our expenditures on exploration may not result in new discoveries
of oil or natural gas in commercially viable quantities. It is difficult to
project the costs of implementing an exploratory drilling program due to the
inherent uncertainties of drilling in unknown formations, the costs associated
with encountering various drilling conditions such as over pressured zones,
tools lost in the hole, changes in drilling plans and locations as a result of
prior exploratory wells or additional seismic data and interpretations
thereof.




We
may encounter operating hazards related to oil and gas exploration and
production, which may result in substantial losses to our business and your
investment.




We are
subject to operating hazards normally associated with the exploration and
production of oil and gas, including unexpected formations or pressures,
premature declines of reservoirs, blowouts, sour gas release, explosions,
craterings, pollution, earthquakes, labor disruptions, fires, pipeline ruptures,
oil spills, the invasion of water into producing formations and other
environmental hazards and risks. The occurrence of any such operating hazards
could result in substantial losses to us due to injury or loss of life and
damage to or destruction of oil and gas wells, formations, production facilities
or other properties, which could result in substantial losses to our
business.




Our
business is subject to environmental legislation and any changes in such
legislation could negatively affect our results of operations.





The oil
and gas industry is subject to many laws and regulations which govern the
protection of the environment, health and safety and the management,
transportation and disposal of hazardous substances. These laws and regulations
may require removal or remediation of pollutants and may impose civil and
criminal penalties for violations. Some of the laws and regulations authorize
the recovery of natural resource damages by the government, injunctive relief
and the imposition of stop, control, remediation and abandonment
orders.





The costs
arising from compliance with environmental and natural resource laws and
regulations may increase our costs of operations, as well as further restrict
our operations. If the costs of such compliance exceeds what we may have
budgeted for, our ability to earn revenues will be harmed. Any regulatory
changes that impose additional environmental restrictions or requirements on us
could adversely affect us through increased operating costs, which could have a
material adverse effect on our results of operations.





Any
oil and gas we may discover or produce may not be readily marketable at the time
of production, delaying our ability to generate meaningful revenue.





Crude
oil, natural gas, condensate and other oil and gas products are generally sold
to other oil and gas companies, government agencies and other industries.
Natural gas associated with oil production is often not marketable due to demand
or transportation limitations and is often flared at the producing well site.
Pipeline facilities do not exist in certain areas of exploration and, therefore,
any actual sales of discovered oil and gas might be delayed for extended periods
until such facilities are constructed.


6





Risks Related to Our
Securities





Our
common stock is subject to the “penny stock” rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:





·
            that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and





·
            the
      broker or dealer receives from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





·
            obtain
      financial information and investment experience objectives of
      the  person; and





·
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





·
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and





·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.




Future
sales of shares may adversely impact the value of our stock





We will
seek to raise additional capital through the sale of our common stock. Future
sales of our common stock could cause the market price of our common stock to
decline.





Possible
issuance of additional shares may impact the price of our stock





Our
Certificate of Incorporation authorizes the issuance of 250,000,000 shares of
common stock. Approximately 99% of our authorized common stock remains
un-issued. Our Board of Directors has the power to issue any or all of such
additional common stock without stockholder approval. Investors should be aware
that any stock issuances might result in a reduction of the book value or market
price, if any, of the then outstanding common stock. If we were to issue
additional common stock, such issuance will reduce proportionate ownership and
voting power of the other stockholders. Also, any new issuance of common stock
may result in a change of control.


7





Our
share price may be highly volatile.




The
market prices of equity securities of small companies have experienced extreme
price volatility in recent years not necessarily related to the individual
performance of specific companies. Factors such as announcements by us, or our
competitors concerning products, technology, governmental regulatory actions,
other events affecting healthcare companies generally and general market
conditions may have a significant impact on the market price of our shares and
could cause it to fluctuate substantially.





If
we complete future acquisitions, we may dilute existing stockholders by issuing
more of our common stock or we may incur expenses related to debt and goodwill,
which could reduce our earnings.




We may
issue equity securities in future acquisitions that could be dilutive to our
stockholders. We also may incur additional debt in future acquisitions. Interest
expense on debt incurred to fund our acquisitions may significantly reduce our
profitability. While goodwill and other intangible assets with indefinite lives
are not amortized to expense under generally accepted accounting principles, we
would be required to review all of these assets at regular intervals for
impairment and to charge an appropriate amount to expense when we identify
impairment. If we identify impairment and are required to write-off a
significant portion of our intangible assets at one time, then there could be a
material adverse impact on our stock price.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





None





ITEM
      2.
            PROPERTY





Our
executive offices are located at 3200 Southwest Freeway, Ste 3300, Houston,
Texas 77027.





ITEM
      3.
            LEGAL
      PROCEEDINGS





We are
not a party to any pending legal proceeding or litigation.  In
addition, none of our property is the subject of a pending legal
proceeding.  We are not aware of any legal proceedings against the
Company or our property contemplated by any governmental authority.





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





Not
Applicable




8





Part
II





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




Our
common stock is quoted on the OTC Bulletin Board under the symbol
"SXLP".





For the
periods indicated, the following table sets forth the high and low per share
intra-day sales prices per share of common stock. These prices represent
inter-dealer quotations without retail markup, markdown, or commission and may
not necessarily represent actual transactions.




For the
periods indicated, the following table sets forth the high and low per share
intra-day sales prices per share of common stock. These prices represent
inter-dealer quotations without retail markup, markdown, or commission and may
not necessarily represent actual transactions.




Fiscal
      Year 2009
                
                High
      ($)
                
                
                Low
      ($)Fourth
      Quarter
                
                $
                0.19
                
                
                $
                0.05Third
      Quarter
                
                $
                0.19
                
                
                $
                0.10Second
      Quarter
                
                $
                0.51
                
                
                $
                0.19First
      Quarter
                
                $
                0.51
                
                
                $
                0.12Fiscal
      Year 2008Fourth
      Quarter
                
                $
                1.00
                
                
                $
                0.15Third
      Quarter
                
                $
                2.00
                
                
                $
                0.10Second
      Quarter
                
                $
                2.00
                
                
                $
                1.05First
      Quarter
                
                $
                2.50
                
                
                $
                0.75




Dividends
and Dividend Policy




We have
never declared or paid cash dividends on our common stock and do not anticipate
paying any cash dividends on our common stock in the foreseeable future. We
currently intend to retain future earnings, if any, to finance the expansion of
our business and for general corporate purposes. We cannot assure you that we
will pay dividends in the future. Our future dividend policy is within the
discretion of our Board of Directors and will depend upon various factors,
including our results of operations, financial condition, capital requirements
and investment opportunities.




Recent
Sales of Unregistered Securities


On March
4, 2009, we modified promissory notes in the amount of $202,500  which
are now included in convertible debt. Interest has accrued on the outstanding
principal balance from October 10, 2006 at a rate of 10 percent per annum. The
note holder has the sole option of converting the principal and interest
represented by these notes into our common stock at a strike price equal to a
$0.01. The note holder will only be allowed to convert shares or portion thereof
to the extent that, at the time of the conversion, the conversion will not
result in the note holder beneficially owning more than 9.9% of the issued and
outstanding common shares of the Company.  The company recognized a
loss of $202,500 and $-0- as a result of this modification as of March 31, 2009
and 2008, respectively.





During
2007, we sold in private placements promissory notes totaling $50,000 to a
stockholder.  Interest accrued on the outstanding principal balance at
a rate of 10 percent per annum. The note holder has the sole option of
converting the principal and interest represented by these notes into our common
stock at a strike price equal to a $0.01. These notes are currently in default.
The company recognized $-0- and $18,500 of interest expense as a result of this
conversion feature as of March 31, 2009 and 2008, respectively.


9





Equity
Compensation Plan Information





The 2007
Amended Stock Option Plan was adopted by the Board of Directors on
February 6, 2008. Under this plan, a maximum of 8,000,000 shares of our
common stock, par value $0.0001, were authorized for issue. The vesting and
terms of all of the options are determined by the Board of Directors and may
vary by optionee; however, the term may be no longer than 10 years from the date
of grant.  No options have been granted under this plan as of March
31, 2008.





On August
11, 2005, the Board of Directors adopted the 2005 Restricted Stock Plan (the
“2005” Plan”) and it was approved on August 11, 2005 by a majority of our
stockholders at the 2005 Annual Meeting. The terms of the 2005 Plan provide for
grants of restricted stock awards.




Under the
2005 Plan, the total number of shares of restricted common stock that may be
subject to the granting of Awards during the term of the 2005 Plan shall be
equal to 5,000,000 shares. Shares with respect to which awards previously
granted that are forfeited, cancelled or terminated are returned to the plan and
may be reissued. A grant of 4,000 shares was made to a director and 2,000 shares
to an employee.  The director forfeited 1,400 shares on April 21, 2006
when he resigned and the employee forfeited 200 shares on May 31, 2006 when he
was terminated.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





N/A





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
      OPERATION





The
following discussion of our plan of operation, financial condition and results
of operations should be read in conjunction with the Company’s financial
statements, and notes thereto, included elsewhere herein.  This
discussion contains forward-looking statements that involve risks and
uncertainties.  Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of various factors
including, but not limited to, those discussed in this Annual
Report.





Overview




Our
company was incorporated in the State of Delaware on April 4, 2001, under the
name of “Flagstick Ventures, Inc.” On March 28, 2008, a majority of our
stockholders approved changing our name to Signature Exploration and Production
Corp. as our business model had changed to becoming an independent energy
company engaged in the acquisition and development of crude oil and natural gas
leases in the United States.  As of March 31, 2009, we have not yet
generated revenues or incurred expenses related to the energy
operations.





Plan
of Operation




We intend
to build our business through the acquisition of producing oil and natural gas
wells, interests and leases. Our strategy is to combine the secure and reliable
revenue source of operating and non-operated interest from producing oil wells
with the potential of an oil and gas exploration project. We plan to purchase
operating and non-operated interests, acquire a development stage exploration
property and carry out an exploration program on the acquired
property.




The
Company continues to operate with very limited capital. Since our inception in
2001, we have been unable to locate a consistent source of additional financing
for use in our operational or expansion plans. The Company is currently
attempting to raise sufficient funds to purchase leases of oil and gas
properties.  We can give no assurances that the Company will be able
to purchase any leases.  Each oil and gas property in which we obtain
an interest in will have an operator who will be responsible for marketing
production.


10


On
February 3, 2009, we entered into a Letter of Intent to acquire a thirty percent
interest in a lease located in the Southwest corner of Young County, Texas. The
property is approximately 160 acres.  The lease and subject area has
had five producing wells with two selling both oil and gas.  Also, on
February 24, 2009, we entered into a Letter of Intent to review and
analysis information concerning oil and gas leases in on 70 acres in Barber
County, Kansas.  There are two wells currently located on the west
side of prospect along with another well on the south west corner of the
property producing oil and natural gas. Even though both of these Letters of
Intents have expired, we are continuing to negotiate definitive agreements with
both parties.





Cash
Requirements




We
estimate that we will require an additional $405,000 to fund our currently
anticipated requirements for ongoing operations for our existing business for
the next twelve-month period. We expect to pay $35,000 for professional fees and
expense related to being a public company, $40,000 for expenses related to
general operations and $19,000 for a rent settlement.  We will also
need approximately $330,000 to repay $295,000 of notes payable and the related
interest of approximately $35,000.





Based
upon our cash position, we will need to raise additional capital prior to the
end of the second quarter of 2009 in order to fund current operations. These
factors raise substantial doubt about our ability to continue as a going
concern.  We are pursuing several alternatives to address this situation,
including the raising of additional funding through equity or debt
financings.  We are in discussions with our existing stockholders to
provide additional funding in exchange for notes or equity.   In
order to finance existing operations and pay current liabilities over the next
twelve months, we will need to raise $405,000 of capital. However, there can be
no assurance that the requisite financing will be consummated in the necessary
time frame or on terms acceptable to us.  Should we be unable to raise
sufficient funds, we may be required to curtail our operating plans or possibly
cease operations.  No assurance can be given that we will be able to
operate profitably on a consistent basis, or at all, in the future.





Results
of Operations




Comparison
of the fiscal year ended March 31, 2009 and March 31, 2008.





FINANCIAL
INFORMATION





2009
                
                
                2008General
      and administrative
                
                $
                117,000
                
                
                $
                151,000Other
      expense
                
                
                226,000
                
                
                
                30,000Gain/(loss)
      from discontinued operations
                
                
                -
                
                
                
                85,000Net
      loss
                
                $
                (343,000
                )
                
                $
                (96,000
                )





General and
Administrative.  General and administrative expenses decreased
by $33,000 in 2009.  This decrease can be attributed to the decrease
in costs associated with professional and consulting fees of approximately
$39,000 and an increase in costs associated with payroll expenses and investor
relations of $6,000.  In May 2006, we entered into a one year
agreement with Scott Allen, our Chief Executive Officer, to assist in business
development and expansion.  Mr. Allen was compensated with 5,000,000
shares of restricted common stock valued at $350,000 which is being charged to
general and administrative expenses ratably over the term of the
agreement.  Approximately $0 and $39,000 has been included in
consulting fees the years ended March 31, 2009 and 2008,
respectively.




Other
Expenses.  Other expenses increased by $196,000 in 2009 due to
an increase of $12,000 of interest expense on notes payable, and increase of
$203,000 from a loss on a loan modification, and a decrease of $19,000 relating
to interest in the beneficial conversion feature of convertible debt recorded in
2009.




Gain/(loss) From
Discontinued Operations.  We discontinued our diabetic
treatment segment and our orthotics and prosthetics joint venture in
2008.  This resulted in a loss from discontinued operations of $16,000
for our diabetic treatment segment and $86,000 for our orthotics and prosthetics
segment for 2007 and a gain of $-0- and $85,000 from our orthotics and
prosthetics segment as of March 31, 2009 and 2008,
respectively.


11


Net
Loss.  Net loss
increased by $247,000 primarily as a result of the loss on the loan modification
of $203,000, offsetting this was lower professional and consulting fees, and a
gain of $85,000 related to discontinued operations of our diabetic treatment and
orthotics and prosthetics segments.




Liquidity and Capital
Resources




We had
cash balances totaling approximately $4,000 as of March 31,
2009.   Historically, our principal source of funds has been cash
generated from financing activities.





Cash flow from
operations. We have been unable to generate either significant liquidity
or cash flow to fund our current operations. We anticipate that cash flows from
operations will be insufficient to fund our business operations for the next
twelve-month period.




Cash flows from
investing activities.There was no cash provided by investing
activities for the years ended March 31, 2008 and 2009.





Cash flows from
financing activities. Net cash provided by financing activities was
generated from secured promissory notes that total $132,500 and $102,500 for the
years ended March 31, 2009 and 2008.  Net cash used in financing
activities relating to discontinued operation totaled $0 for the year ended
March 31, 2009 and net cash provided by discontinued operation of $157,300 as of
March 31, 2008.





Variables
and Trends




We have
no operating history with respect to our acquisition and development of oil and
gas properties. In the event we are able to obtain the necessary financing to
move forward with our business plan, we expect our expenses to increase
significantly as we grow our business. Accordingly, the comparison of the
financial data for the periods presented may not be a meaningful indicator of
our future performance and must be considered in light these
circumstances.





Critical
Accounting Policies





We
prepare our financial statements in conformity with accounting principles
generally accepted in the United States of America. As such, we are required to
make certain estimates, judgments and assumptions that we believe are reasonable
based upon the information available to us. These estimates and assumptions
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the periods presented. The significant accounting policies that we believe are
the most critical to aid in fully understanding and evaluating our reported
financial results can be found on page F-6, Note 3 of the audited financial
statements.





Commitments





Except as
shown in the following table, as of March 31, 2009, we did not have any material
capital commitments, other than funding our operating losses and repaying
outstanding debt. It is anticipated that any capital commitments that may occur
will be financed principally through borrowings from stockholders (although such
additional financing has not been arranged). However, there can be no assurance
that additional capital resources and financings will be available to us on a
timely basis, or if available, on acceptable terms.





Future
payments due on our contractual obligations as of March 31, 2009 are as
follows:




Lease
      settlement liability
                  
                  $
                  19,000Loans
      from stockholders
                  
                  
                  38,500Convertible
      notes
                  
                  
                  252,500Other
      loans
                  
                  
                  4,000Accrued
      interest
                  
                  
                  35,000Total
                  
                  $
                  349,000


12


Off
Balance Sheet Arrangements




We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.




Stock-Based
Compensation




Please
see page F-6, Note 3 of the audited financial statements.




Recent
Accounting Pronouncements




Please
see page F-6, Note 3 of the audited financial statements.




ITEM
      7A.
            QUANTITIATIVE
      AND QUILITATIVE DISCLOSERS ABOUT MARKET
RISK





N/A





ITEM
      8.
            FINANCIAL
      STATEMENTS





The
financial statements required to be filed hereunder are set forth on pages F-1through F-6 and are incorporated herein by this
reference.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES





On
November 1, 2007, we were notified by Tedder, James, Worden & Associates,
P.A. in a letter dated October 31, 2007, that they had been recently acquired
and therefore would be resigning as the independent registered auditor for the
Company. Cross, Fernandez, Riley, LLP was appointed as the Company's new auditor
on November 5, 2007. The audit reports of Tedder, James, Worden &
Associates, P.A. on our consolidated financial statements as of and for the
years ended March 31, 2007 and March 31, 2006 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles; however, the report contained
a modification paragraph that expressed substantial doubt about our ability to
continue as a going concern.





On
May 29, 2008, Cross, Fernandez and Riley, LLP, was dismissed by the Board
of Directors as our auditors. The dismissal was recommended and approved by the
board of directors on May 28, 2008. The Registrant does not have an audit
or similar committee. The decision to engage Mark Bailey & Company,
Ltd. was approved by the board of directors on May 29, 2008.




Other
than these changes, there were no other changes in or disagreements with our
accountants on accounting and financial disclosure during the last two fiscal
years.




ITEM
      9A.
            CONTROLS
      AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (“Exchange Act”), means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by the company
in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures also include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded as of December
31, 2007 that our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses in our internal
controls over financial reporting discussed immediately below.


13


Management’s Report on
Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  Our
evaluation of internal control over financial reporting includes using the COSO
framework, an integrated framework for the evaluation of internal controls
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
to identify the risks and control objectives related to the evaluation of our
control environment.  The internal controls for the Company are provided by
executive management’s review and approval of all transactions.  Our
internal control over financial reporting also includes those policies and
procedures that:




(1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;


(2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. GAAP, and
that our receipts and expenditures are being made only in accordance with the
authorization of our management; and


(3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permits us to provide only management's report in
this annual report.




Identified
Material Weaknesses




A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or
detected.





Management identified the following material weaknesses during
its assessment of our internal control over financial reporting as of March 31,
2009:





·
            one
      individual who, as an officer and director of the Company, has sole access
      and authority to receive cash and make cash
  disbursements.


·
            material
      misstatement in the recording of a loss as a result of a loan
      modification.




Management’s
Remediation Initiatives




As a
result of our findings, we have begun to remediate the deficiency.  In
an effort to remediate the identified material weakness and enhance our internal
controls, we have initiated, or plan to initiate, the following series of
measures:


14


1.
            Identify
      and/or retain a second employee or member of management who is
      appropriately trained who will also have duel control with respect to the
      receipt of cash and the making of cash disbursements;
  and


2.
            Establish
      formal general accounting policies and
  procedures.




Additionally,
we plan to test our updated controls and remediate our deficiencies by March 31,
2010.




Conclusion




As a
result of management's assessment of the effectiveness of our internal control
over financial reporting as of March 31, 2009, and the identification of the
material weakness set forth above, management has concluded that our internal
control over financial reporting is not effective.  It is reasonably
possible that, if not remediated, the material weaknesses noted above, could
result in a material misstatement in our reported financial statements that
might result in a material misstatement in a future annual or interim
period.  In light of the identified material
weakness and the conclusion that our internal control over financial reporting
is not effective, management will take the remediation initiatives set forth
above.  In addition management performed (1) additional review of the
area described above, and (2) performed additional analyses, including but not
limited to a detailed balance sheet and statement of operations analytical
review. These procedures were completed so management could gain assurance that
the financial statements and schedules included in this Form 10-K fairly present
in all material respects the financial position, results of operations and cash
flows for the periods presented.





Changes in Internal Control
over Financial Reporting





The
changes noted above, are the only changes during our most recently completed
fiscal quarter that have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting, as required by
Rules 13a-15(d) and 15d-15(d) under the exchange Act.





ITEM
      9B.
            OTHER
      INFORMATION





None.





PART
III





ITEM 10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE





The names
of our executive officers and directors, their ages as of June 25, 2008, and the
positions currently held by each are as follows:





Name
              
              Age
              
              PositionScott
      Allen
              
              41
              
              Chief
      Executive Officer and DirectorSteven
      Weldon
              
              33
              
              Chief
      Financial Officer and
Director




Scott
Allen is the owner of Fit-Well, a prosthetics company and orthopedic
appliance company with multiple locations throughout
Utah. Mr. Allen has over 25 years’ experience in the treatment of
the end-stage complications of diabetes, which is the target market of vascular
stimulation therapy. Mr. Allen is a member in the American Academy of
Orthotists & Prosthetists and the International Society for Prosthetics
and Orthotics. Mr. Allen holds three United States Patents related to
prosthetic feet and is also the founder of Corporation Fitness Wellness Centers,
a nonprofit company which provides therapy, support, instruction and training to
amputees to aid in their recovery and improves their quality of
life.





Steven
Weldon, a Certified Public Accountant,has
served as our Chief Financial Officer since September 2005.  Prior to
joining Signature Exploration and Production Corp. Mr. Weldon was the Tax
Manager for Westgate Resorts, Ltd., a timeshare developer, since July
2000.  Since September 2005, Mr. Weldon has also served as the Chief
Financial Officer of Inverted Paradigms Corp., a golf retailer and software
developer.  Mr. Weldon was an adjunct professor at Florida
Southern College from January 2002 to October 2005.  Since May 2005,
Mr. Weldon has served as the president, sole stockholder and director of
Steven W. Weldon, PA, a public accounting firm providing tax and accounting
services.  Mr. Weldon received his Bachelor of Science degree and his
Masters in Business Administration from Florida Southern
College.


15


During
the past five years none of our directors, executive officers, promoters or
control persons was:




1)
            the subject of any bankruptcy
      petition filed by or against any business of which such person was a
      general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that
time;





2)
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);





3)
            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





4)
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Section
16(a) Beneficial Ownership Reporting Compliance.




Since we
have no stock registered under Section 12(b) or Section 12(g) of the Exchange
Act, there are no persons who need to file reports under Section 16(a) of the
Exchange Act.




Code
of Ethics




We
adopted the Signature Exploration and Production Corp. Code of Ethics for the
CEO and Senior Financial Officers (the “finance code of ethics”), a code of
ethics that applies to our Chief Executive Officer, Chief Financial Officer and
other finance organization employees. A copy of the finance code of ethics may
be obtained from the Company, free of charge, upon written request delivered to
Signature Exploration and Production Corp. 201 St Charles Avenue, Ste 2500, New
Orleans, LA 70170. If we make any substantive amendments to the finance code of
ethics or grant any waiver, including any implicit waiver, from a provision of
the code to our Chief Executive Officer or Chief Financial Officer, we will
disclose the nature of such amendment or waiver in a report on Form
8-K.





ITEM
11.  EXECUTIVE COMPENSATION




The
following summary compensation table reflects all compensation awarded to,
earned by, or paid to our Chief Executive Officer and president and other
employees for all services rendered to us in all capacities during each of the
years ended March 31, 2009, 2008 and 2007.


16


Summary
Compensation Table





Name and Position
              
              Year
              
              Salary
                  ($)
              
              
              Bonus
                  ($)
              
              
              Stock
                  Awards
                  ($)
              
              
              Option
                  Awards
                  ($)
              
              
              Non-Equity
                  Incentive Plan
                  Compensation
              
              
              Nonqualified
                  Deferred
                  Compensation
                  Earnings
                  ($)
              
              
              All Other
                  Compensation
              
              
              TotalScott
      Allen, CEO,
                Director,
      and President
              
              2009
              
              
              -
              
              
              
              -
              
              
              
              391
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              3912008
              
              
              102,453
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              102,4532007
              
              
              102,450
              
              
              
              -
              
              
              
              350,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              452,450Steven
      Weldon, CFO
                and
      Director
              
              2009
              
              
              30,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,0002008
              
              
              30,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,0002007
              
              
              30,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,000




Directors’
Compensation




Directors
are not currently compensated, although each is entitled to be reimbursed for
reasonable and necessary expenses incurred on our behalf. All directors hold
office until the next annual meeting of stockholders and until their successors
have been duly elected and qualified. There are no agreements with respect to
the election of directors. Officers are appointed annually by the Board of
Directors and each executive officer serves at the discretion of the Board of
Directors. Our board of directors does not have an audit or any other
committee.




2005
Restricted Stock Plan




On August
11, 2005, the Board of Directors adopted the Diabetic Treatment Centers of
America, Inc. 2005 Restricted Stock Plan (the “2005” Plan”) and recommended that
it be submitted to our stockholders for their approval at the 2005 Annual
Meeting. The terms of the 2005 Plan provide for grants of restricted stock
awards.





Under the
2005 Plan, the total number of shares of restricted common stock that may be
subject to the granting of Awards during the term of the 2005 Plan shall be
equal to 5,000,000 shares. Shares with respect to which awards previously
granted that are forfeited, cancelled or terminated are returned to the plan and
may be reissued. A grant of 4,000 shares was made to a director and 2,000 shares
to an employee.  The director forfeited 1,400 shares on April 21, 2006
when he resigned and the employee forfeited 2,000 shares on May 31, 2006 when he
was terminated.




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




The
following table presents information known to us, as of July 3, 2009, relating
to the beneficial ownership of common stock by:




·
            each
      person who is known by us to be the beneficial holder of more than 5% of
      our outstanding common stock;


·
            each
      of our named executive officers and directors;
  and


·
            our
      directors and executive officers as a
group.




We
believe that all persons named in the table have sole voting and investment
power with respect to all shares beneficially owned by them, except as
noted.


17


Percentage
ownership in the following table is based on 897,142 shares of common stock
outstanding as of July 9, 2009.  A person is deemed to be the
beneficial owner of securities that can be acquired by that person within 60
days from the date of this Annual Report upon the exercise of options, warrants
or convertible securities.  Each beneficial owner’s percentage
ownership is determined by dividing the number of shares beneficially owned by
that person by the base number of outstanding shares, increased to reflect the
shares underlying options, warrants or other convertible securities included in
that person’s holdings, but not those underlying shares held by any other
person.





Name of Beneficial Owner
                  
                  Number of
                    Shares of Common
                      Stock Beneficially
                    Owned
                  
                  
                  Percentage of Shares
                      Beneficially OwnedJeff
      Jones
                  
                  
                  190,677
                  
                  
                  
                  21.25
                  %Scott
      Allen
                  
                  
                  156,538
                  
                  
                  
                  17.45
                  %Steven
      Weldon
                  
                  
                  86,968
                  
                  
                  
                  9.69
                  %Darren
      Cassels
                  
                  
                  66,968
                  
                  
                  
                  7.46
                  %B&R
      Holdings Company, LLC
                  
                  
                  50,000
                  
                  
                  
                  5.57
                  %All
      directors and officers (2 persons)
                  
                  
                  293,506
                  
                  
                  
                  27.14
                  %


___________


(1)
            Unless
      otherwise noted, the address of each person listed is c/o
      Signature Exploration and Production Corp. 201 St Charles Avenue, Ste
      2500, New Orleans, LA 70170.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE





On May
15,2006
we entered into a joint venture agreement with Performance Medical Corporation
which is owned by Scott Allen, our Chief Executive Officer and a
Director.  The joint venture paid Scott Allen $1,000 per month for
rent of facilities.  The joint venture was terminated on February 28,
2008.




During
the year ended March 31, 2009 the Company entered into agreements with its CEO
and a significant stockholder in which they agreed limit the transfer of their
common stock holdings to 5 percent  or less for each calendar month
for the next two years.  In exchange, the Company issued them 10,326
shares of restricted common stock .  The Company recognized
compensation expense of $516 for the year ended March 31, 2009.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Fiscal
      2009
                
                
                Fiscal
      2008Audit
      Fees(1)
                
                $
                66,093
                
                
                $
                65,590Audit-Related
      Fees(2)
                
                
                -0-
                
                
                
                -0-Tax
      Fees(3)
                
                
                -0-
                
                
                
                -0-Subtotal
                
                $
                66,093
                
                
                $
                65,590All
      other Fees(4)
                
                
                -0-
                
                
                
                -0-Total
                
                $
                66,093
                
                
                $
                65,590





(1)
            Audit Fees – Audit fees
      billed to the Company by Tedder, James, Worden & Associates, P.A. for
      auditing the Company’s annual financial statements and reviewing the
      financial statements included in the Company’s Quarterly Reports on Form
      10-QSB for the first quarter of 2008.  Audit fees billed to the
      Company by Cross, Fernandez and Riley, LLP for reviewing the financial
      statements included in the Company’s Quarterly Reports on Form 10-QSB for
      the second and third quarter of 2008.  Audit fees billed to the
      Company by Mark Bailey and Company, Ltd. for auditing the Company’s annual
      financial statements and reviewing the financial statements included in
      the Company’s Quarterly Reports on Form
10-Q.


18


(2)
            Audit-Related Fees –
      There were no other fees billed by Tedder, James, Worden & Associates,
      P.A., Cross, Fernandez and Riley, LLP or Mark Bailey and Company, Ltd, and
      during the last two fiscal years for assurance and related services that
      were reasonably related to the performance of the audit or review of the
      Company's financial statements and not reported under "Audit Fees"
      above.





(3)
            Tax Fees– There were
      no tax fees billed during the last past fiscal year for professional
      services by Tedder, James, Worden & Associates, P.A. or Cross,
      Fernandez and Riley, LLP.





(4)
            All Other Fees – There
      were no other fees billed by during the last two fiscal years for products
      and services provided.




Pre-approval
of Audit and Non-Audit Services of Independent Auditor





The Board
of Director’s policy is to pre-approve all audit and non-audit services provided
by the independent auditors. These services may include audit services,
audit-related services, tax services and other services. The Board of Director’s
pre-approval policy with respect to non-audit services is included as Exhibit
99.1 of to this Annual Report. Pre-approval is generally provided for up to 12
months from the date of pre-approval and any pre-approval is detailed as to the
particular service or category of services. The Board of Directors may delegate
pre-approval authority to one or more of its members when expedition of services
is necessary.


19


PART
IV





ITEM
      15.
            EXHIBITS





EXHIBIT
                NUMBER
            
            DESCRIPTION3.1
            
            Form
      of Articles of Incorporation of Signature Exploration and Production Corp.
      (Previously filed on Form SB-2, filed with the Securities and Exchange
      Commission on February 12, 2002)3.2
            
            Bylaws
      of Signature Exploration and Production Corp.(Previously
      filed on Form SB-2, filed with the Securities and Exchange Commission on
      February 12, 2002)10.1
            
            Code
      of Ethics (Previously filed on Form 10-KSB, filed with the Securities and
      Exchange Commission on June 22, 2004)10.2
            
            Diabetic
      Treatment Centers of America, Inc. 2005 Restricted Stock Plan (Previously
      filed on the Company’s Proxy Statement on Schedule 14A, filed with the
      Securities and Exchange Commission on August 5, 2005)10.3
            
            Joint
      Venture Agreement (Previously filed on Form 8-K, filed with the Securities
      and Exchange Commission on May 16,2006)10.4
            
            2007
      Amended Stock Option(5)
      (Previously filed on Form S-8 POS, filed with the Securities and Exchange
      Commission on February 8, 2008)10.5
            
            Letter
      of Intent Dated February 3, 2009*10.6
            
            Letter
      of Intent Dated February 24, 2009*10.7
            
            Gating
      Agreement – Scott Allen*10.8
            
            Gating
      Agreement – SEARA LLC*10.9
            
            Gating
      Agreement – B&R Holding Company, LLC*31.1
            
            Certification
      of Chief Executive Officer Pursuant to Securities and Exchange Act Rules
      13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*31.2
            
            Certification
      of Chief Financial Officer Pursuant to Securities and Exchange Act Rules
      13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*32.1
            
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*32.2
            
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*99.1
            
            Audit
      Committee Pre-Approval Policy(2)


__________


*Filed
Herewith


20


SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





SIGNATURE
      EXPLORATION AND PRODUCTION CORP.Dated:  December
      2, 2009By:
              /S/  Jordan
  EstraName:
              Jordan
      EstraTitle:
              Chief  Executive
      Officer, President and
Director





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.





SIGNATURE
      EXPLORATION AND PRODUCTION CORP.Dated:  December
      2, 2009By:
              /S/  Jordan
  EstraName:
              Jordan
      EstraTitle:
              Chief  Executive
      OfficerBy:
              /S/  Steven
  WeldonName:
              Steven
      WeldonTitle:
              Chief  Financial
      Officer and Director


21





Table
of Contents





Report
      of Independent Registered Certified Public Accounting Firm
                F-1Financial
      Statements:Balance
      Sheets – March 31, 2009 and 2008
                F-2Statements
      of Operations – Years ended March 31, 2009 and 2008
                F-3Statements
      of Stockholders’ Equity (Capital Deficiency) – Years ended March 31, 2009
      and 2008
                F-4Statements
      of Cash Flows – Years ended March 31, 2009 and 2008
                F-5Notes
      to Financial Statements
                F-6





Report of Independent
Registered Certified Public Accounting Firm




To the
Board of Directors and


Stockholders
of Signature Exploration and Production Corp.




We have
audited the accompanying consolidated balance sheets of Signature Exploration
and Production Corp. (an exploration stage company) as of March 31, 2009 and
2008, and the related consolidated  statements of operations,
stockholders’ equity, and cash flows for the years then ended and from inception
(March 1, 2008) to date. 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. Our 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 consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Signature
Exploration and Production Corp.  as of March 31, 2009 and 2008, and
the results of its consolidated operations and  cash flows for the
years then ended and inception to date, in conformity with accounting principles
generally accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 of the
accompanying consolidated financial statements, the Company has incurred losses,
has not generated any revenue, and has negative operating cash flows since the
inception of the exploration activities. These factors, and the need for
additional financing in order for the Company to meet its business plans, raise
substantial doubt about its ability to continue as a going concern. Management’s
plan to continue as a going concern is also described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




As
discussed in Note 12, the Company restated its March 31, 2009 consolidated
financial statements to correct an error.




Mark
Bailey & Company, Ltd.




Reno,
Nevada




July 13,
2009, except for notes 5,7,8, and 12, as to which the date is December 2,
2009.


F-1


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


(An
Exploration Stage Company)


Balance
Sheets





March 31,
                        
                        
                        March 31,2009
                            (as restated)
                        
                        
                        2008AssetsCurrent
      assets:Cash
                        
                        $
                        4,032
                        
                        
                        $
                        766Prepaid
      expenses and other current assets
                        
                        
                        675
                        
                        
                        
                        -Total
      assets
                        
                        $
                        4,707
                        
                        
                        $
                        766Liabilities and Capital
      DeficiencyCurrent
      liabilities:Accounts
      payable
                        
                        $
                        8,439
                        
                        
                        $
                        20,455Accrued
      expenses
                        
                        
                        56,550
                        
                        
                        
                        33,642Convertible
      notes
                        
                        
                        252,500
                        
                        
                        
                        50,000Loans
      from stockholders
                        
                        
                        38,500
                        
                        
                        
                        109,000Other
      note payable
                        
                        
                        4,000
                        
                        
                        
                        4,000Commitments
      and contingencies
                        
                        
                        -
                        
                        
                        
                        -Total
      current liabilities
                        
                        
                        359,989
                        
                        
                        
                        217,097Capital
      deficiency:Common
      stock, $0.0001 par value, 250,000,000 shares authorized 897,142 shares
      issued and outstanding
                        
                        
                        90
                        
                        
                        
                        89Additional
      paid-in capital
                        
                        
                        1,672,663
                        
                        
                        
                        1,469,648Deficit
      accumulated related to abandoned activities
                        
                        
                        (1,676,223
                        )
                        
                        
                        (1,676,223
                        )Deficit
      accumulated during exploration stage
                        
                        
                        (351,812
                        )
                        
                        
                        (9,845
                        )Total
      capital deficiency
                        
                        
                        (355,282
                        )
                        
                        
                        (216,331
                        )Total
      liabilities and capital deficiency
                        
                        $
                        4,707
                        
                        
                        $
                        766





See
accompanying notes to the financial statements.


F-2


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


(An
Exploration Stage Company)


Statements of
Operations


For
the years ended March 31, 2009 and 2008,


and
the Period from March 1, 2008 (Inception) to March 31, 2009





2009
                    (as restated)
                
                
                2008
                
                
                Inception
                    March 1,
                    2008 – March
                    31, 2009
                    (as restated)Net
      revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
      of revenue
                
                
                -
                
                
                
                -
                
                
                
                -Gross
      profit (loss)
                
                
                -
                
                
                
                -General
      and administrative expenses
                
                
                116,620
                
                
                
                150,519
                
                
                
                124,637Loss
      from continuing operations
                
                
                (116,620
                )
                
                
                (150,519
                )
                
                
                (124,637
                )Other
      expenseLoss
      on loan modification
                
                
                (202,500
                )
                
                
                -
                
                
                
                (202,500
                )Interest
      expense
                
                
                (22,847
                )
                
                
                (29,558
                )
                
                
                (24,675
                )Net
      loss before discontinued operations
                
                $
                (341,967
                )
                
                $
                (180,077
                )
                
                $
                (351,812
                )Discontinued
      operationsIncome/(loss)
      from discontinued operations, net of  tax
                
                
                -
                
                
                
                103,054
                
                
                
                -Loss
      from disposal of discontinued operations, net of tax
                
                
                -
                
                
                
                (17,732
                )
                
                
                -Gain
      from discontinued operations
                
                
                -
                
                
                
                85,322
                
                
                
                -Net
      loss
                
                $
                (341,967
                )
                
                $
                (94,755
                )
                
                $
                (351,812
                )Weighted
      average common shares outstanding – basic and diluted
                
                
                886,959
                
                
                
                886,816
                
                
                
                886,959Net
      loss per share from continuing operations - basic and
    diluted
                
                $
                (0.39
                )
                
                $
                (0.20
                )
                
                $
                (0.40
                )Net
      gain per share from discontinued operations - basic and
      diluted
                
                $
                -
                
                
                $
                0.10
                
                
                $
                -Net
      loss per share - basic and diluted
                
                $
                (0.39
                )
                
                $
                (0.10
                )
                
                $
                (0.40
                )





See
accompanying notes to the financial statements.


F-3


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


(An
Exploration Stage Company)


Statements
of Stockholders’ Equity (Capital Deficiency)


For
the years ended March 31, 2009 and 2008,


and
the Period from March 1, 2008 (Inception) to March 31, 2009





Deficit
                
                
                DeficitDeferred
                
                
                accumulated
                
                
                accumulatedAdditional
                
                
                stock-based
                
                
                Related
      to
                
                
                duringCommon
      stock
                
                
                paid-in
                
                
                employee
                
                
                abandoned
                
                
                explorationShares
                
                
                Amount
                
                
                capital
                
                
                compensation
                
                
                activities
                
                
                stage
                
                
                TotalBalance,  March
      31, 2007
                
                
                886,793
                
                
                $
                89
                
                
                $
                1,411,594
                
                
                $
                -
                
                
                $
                (1,591,313
                )
                
                $
                -
                
                
                $
                (179,630
                )Amortized
      stock compensation
                
                
                -
                
                
                
                -
                
                
                
                39,554
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                39,554Interest
      on beneficial conversion feature of note payable
                
                
                -
                
                
                
                -
                
                
                
                18,500
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                18,500Fractional
      shares from stock split, in February 2008
                
                
                23
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (84,910
                )
                
                
                (9,845
                )
                
                
                (94,755
                )Balance,  March
      31, 2008
                
                
                886,816
                
                
                $
                89
                
                
                $
                1,469,648
                
                
                $
                -
                
                
                $
                (1,676,223
                )
                
                
                (9,845
                )
                
                $
                (216,331
                )Issuance
      of stock as compensation, in March 2009
                
                
                10,326
                
                
                
                1
                
                
                
                515
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                516Loss
      on loan modification (as restated)
                
                
                -
                
                
                
                -
                
                
                
                202,500
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                202,500Net
      loss (as restated)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (341,967
                )
                
                
                (341,967
                )Balance,
      March 31, 2009 (as restated)
                
                
                897,142
                
                
                $
                90
                
                
                $
                1,672,663
                
                
                $
                -
                
                
                $
                (1,676,223
                )
                
                $
                (351,812
                )
                
                $
                (
      355,282
                )





See accompanying notes to financial
statements.


F-4


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


(An
Exploration Stage Company)


Statements of Cash
Flows


For
the years ended March 31, 2009 and 2008,


and
the Period from March 1, 2008 (Inception) to March 31, 2009





2009
                    (as restated)
                
                
                2008
                
                
                Inception
                    (March 1,2008 –
                    March31, 2009)
                    (as restated)Cash
      flows from operating activities:Net
      loss
                
                $
                (341,967
                )
                
                $
                (94,755
                )
                
                $
                (351,812
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock
      compensation
                
                
                516
                
                
                
                -
                
                
                
                516Loss
      on loan modification
                
                
                202,500
                
                
                
                -
                
                
                
                202,000Interest
      from beneficial conversion feature of notes payable
                
                
                -
                
                
                
                18,500
                
                
                
                -Amortization
      of deferred stock-based consulting fees
                
                
                -
                
                
                
                39,555
                
                
                
                -Gain
      on extinguishment of debt
                
                
                -
                
                
                
                (780
                )
                
                
                -Changes
      in operating assets and liabilities:Other
      assets
                
                
                (675
                )
                
                
                -
                
                
                
                (675
                )Accounts
      payable
                
                
                (12,014
                )
                
                
                7,436
                
                
                
                (9,091
                )Accrued
      expenses
                
                
                22,906
                
                
                
                11,058
                
                
                
                23,365Net
      cash used in continuing operating activities
                
                
                (128,734
                )
                
                
                (18,986
                )
                
                
                (135,197
                )Net
      cash provided by discontinued operating activities
                
                
                -
                
                
                
                717
                
                
                
                -Net
      cash used in operating activities
                
                
                (128,734
                )
                
                
                (18,269
                )
                
                
                (135,197
                )Cash
      flows from financing activities:Proceeds
      from issuance of debt to stockholders
                
                
                132,000
                
                
                
                98,500
                
                
                
                138,500Proceeds
      from issuance of debt
                
                
                -
                
                
                
                4,000
                
                
                
                -Net
      cash provided by continuing financing activities
                
                
                132,000
                
                
                
                102,500
                
                
                
                138,500Net
      cash provided by (used in) discontinued financing
    activities
                
                
                -
                
                
                
                (157,298
                )
                
                
                -Net
      cash provided by (used in) financing activities
                
                
                132,000
                
                
                
                (54,798
                )
                
                
                138,500Net
      increase (decrease) in cash
                
                
                3,266
                
                
                
                (73,067
                )
                
                
                3,303Cash,
      beginning of year
                
                $
                766
                
                
                $
                73,833
                
                
                $
                729Cash,
      end of year
                
                $
                4,032
                
                
                $
                766
                
                
                $
                4,032Supplemental
      disclosures of cash flow information:Cash
      paid during the year for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      investing and financing activities:Issuance
      of restricted stock
                
                $
                516
                
                
                $
                -
                
                
                $
                516





See
accompanying notes to the financial statements.


F-5


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
1 – ORGANIZATION AND PRINCIPLES OF CONSOLIDATION




Reporting
Entity. Signature Exploration and Production Corp.  (“Signature
”or “the Company”) was incorporated on April 4, 2001 under the laws of the State
of Delaware. The Company is authorized to issue 250,000,000 shares of common
stock, par value $.0001. The Company’s office is located in New Orleans,
Louisiana The Company is an independent energy company engaged in the
acquisition and development of crude oil and natural gas leases in the United
States.  We have not yet generated revenues related to the energy
operations as of March 31, 2009.





NOTE
2 – BASIS OF PRESENTATION




The
Company’s financial statements have been prepared assuming the Company will
continue as a going concern. The Company has experienced net losses since April
4, 2001, which losses have caused an accumulated deficit of approximately
$2,029,000 at March 31, 2009 of which $351,812 has been accumulated during our
current exploration activities. In addition, the Company has consumed cash in
its operating activities of approximately $129,000 and $19,000 for the years
ended March 31, 2009 and 2008, respectively. These factors, among others, raise
substantial doubt about the Company’s ability to continue as a going
concern.




Management
has been able, thus far, to finance the losses through a public offering,
private placements and obtaining operating funds from stockholders. The Company
is continuing to seek sources of financing.  There are no assurances
that the Company will be successful in achieving its goals.




In view
of these conditions, the Company’s ability to continue as a going concern is
dependent upon its ability to obtain additional financing or capital sources, to
meet its financing requirements, and ultimately to achieve profitable
operations. The Company is currently acquiring and developing crude oil and
natural gas leases.   Management believes that its current and
future plans provide an opportunity to continue as a going concern. The
accompanying financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that may be necessary in the event the Company
cannot continue as a going concern.





NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Exploration Stage
Company. The Company is considered to be in the exploration stage,
pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 7,
“Accounting and Reporting by Development Stage Enterprises”.





Cash and Cash
Equivalents.The Company considers all short-term investments with an
original maturity of three months or less when purchased to be cash
equivalents.





Revenue
Recognition.Revenue associated with the production and sales of crude oil, natural
gas, natural gas liquids and other natural resources owned by the Company will
be recognized when production is sold to a purchaser at a fixed or determinable
price when delivery has occurred and title passes from the Company to its
customer, and if the collectability of the revenue is probable.





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 the reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.


F-6


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED





Income
Taxes.  The Company utilizes Statement of Financial Accounting
Standards (“SFAS”) No. 109, "Accounting for Income Taxes", which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in financial statements or tax
returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.  The Company has net operating loss carryforwards that
may be offset against future taxable income.  Due to the uncertainty
regarding the success of future operations, management has valued the deferred
tax asset allowance at 100% of the related deferred tax assets. The Company’s
financial position, results of operations or cash flows were not impacted by the
adoption of FASB Interpretation No. 48, “Accounting for Uncertain Tax
Positions.”





The
Company has not recognized a liability as a result of the implementation of FIN
48. A reconciliation of the beginning and ending amount of unrecognized tax
benefits has not been provided since there is no unrecognized benefit as of the
date of adoption. The Company has not recognized interest expense or penalties
as a result of the implementation of FIN 48.





Loss per
Share. The Company utilizes Financial Accounting Standards Board
Statement No. 128, “Earnings Per Share.” Statement No. 128 requires
the presentation of basic and diluted loss per share on the face of the
statement of operations.





Basic
loss per share has been calculated using the weighted average number of common
shares outstanding during the period. The Company has 25,250,000 common stock
equivalent shares outstanding as of March 31, 2009.  However,
such common stock equivalents, were not included in the computation of diluted
net loss per share as their inclusion would have been
anti-dilutive.





Full Cost
Method. The Company will utilize the full-cost method of accounting for
petroleum and natural gas properties. Under this method, the Company capitalizes
all costs associated with acquisition, exploration and development of oil and
natural gas reserves, including leasehold acquisition costs, geological and
geophysical expenditures, lease rentals on undeveloped properties, interest and
costs of drilling of productive and non-productive wells into the full cost
pool. When the Company obtains proven oil and gas reserves, capitalized costs,
including estimated future costs to develop the reserves proved and estimated
abandonment costs, net of salvage, will be depleted on the units-of-production
method using estimates of proved reserves. The costs of unproved properties are
not amortized until it is determined whether or not proved reserves can be
assigned to the properties. Until such determination is made, the Company
assesses quarterly whether impairment has occurred, and includes in the
amortization base drilling exploratory dry holes associated with unproved
properties.





All items
classified as unproved property are assessed on a quarterly basis for possible
impairment or reduction in value. Properties are assessed on an individual basis
or as a group if properties are individually insignificant. The assessment
includes consideration of the following factors, among others: intent to drill;
remaining lease term; geological and geophysical evaluations; drilling results
and activity; the assignment of proved reserves; and the economic viability of
development if proved reserves are assigned. During any period in which these
factors indicate an impairment, the cumulative drilling costs incurred to date
for such property and all or a portion of the associated leasehold costs are
transferred to the full cost pool and are then subject to
amortization.


F-7


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED





Fair Value of
Financial Instruments.




The
Company adopted SFAS No. 157, “Fair Value Measurements” on April 1, 2008,
and prioritizes the inputs used in measuring fair value into the following
hierarchy:





Level
      1
              Quoted
      prices (unadjusted) in active markets for identical assets or
      liabilities;Level
      2
              Inputs
      other than quoted prices included within Level 1 that are either directly
      or indirectly observable;Level
      3
              Unobservable
      inputs in which little or no market activity exists, therefore requiring
      an entity to develop its own assumptions about the assumptions that market
      participants would use in
pricing.





The
implementation of SFAS 157 did not materially affect the carrying value of cash,
accounts receivable, accounts payable, and other current
liabilities.





Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements. The Company was required to
adopt SFAS No. 157 effective at the beginning of fiscal year 2009. We do not
expect that SFAS 157 will have a material impact on our results of operations,
financial position or liquidity.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities.” SFAS No. 159 provides all entities
with an option to report selected financial assets and liabilities at fair
value. The Statement’s effective as of the beginning of an entity’s first fiscal
year beginning after November 15, 2007, with early adoption available in certain
circumstances. The company does not anticipate that election, if any, of this
fair-value option will have a material effect on its financial condition,
results of operations, cash flows or disclosures.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS 141R”),
“Business Combinations” and SFAS No. 160 (“SFAS 160”), “Noncontrolling Interests
in Financial Statements, an amendment of Accounting Research Bulletin No. 51".
SFAS 141R will change how business acquisitions are accounted for and will
impact financial statements both on the acquisition date and in subsequent
periods. SFAS 160 will change the accounting and reporting for minority
interests, which will be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS 141R and SFAS 160 are effective for us
beginning in the first quarter of fiscal 2010. Early adoption is not permitted.
We do not expect that SFAS 141 (R) or SFAS 160 will have a material impact on
our results of operations, financial position or liquidity.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities”. SFAS 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. SFAS 161
achieves these improvements by requiring disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format. It also
provides more information about an entity’s liquidity by requiring disclosure of
derivative features that are credit risk-related.


F-8


SIGNATURE
EXPLORATION AND PRODUCTION CORP


Notes
to Financial Statements


March
31, 2009





NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED


Finally,
it requires cross-referencing within footnotes to enable financial statement
users to locate important information about derivative instruments. SFAS 161
will be effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008.  The Company does not
expect there to be any significant impact of adopting SFAS 161 on its financial
position, cash flows and results of operations.





In June
2008 the Financial Accounting Standards Board Emerging Issues Task Force (EITF)
reached a consensus on EITF 07-5, “Determining Whether an Instrument (or
Embedded Feature) is Indexed to an Entity’s Own Stock.” This EITF will be
effective for fiscal years beginning after December 15, 2008. We do not expect
EITF 07-5 to have a material impact on our financial condition or results of
operations.




NOTE
4 – DISCONTINUED OPERATIONS





On
February 29, 2008, the Company elected to discontinue the operations of its
diabetic treatment centers and its orthotic and prosthetic joint venture, due to
the inability to attract investments into these types of
businesses.  Per the terms of the termination
agreement,  Personal Performance Medical Corporation assumed all
assets and liabilities, known and unknown, including contingencies, of the joint
venture as of February 29, 2008 and the 100,000 shares of Signature Exploration
and Production Corp.’s common stock issued to the joint venture were returned to
Signature Exploration and Production Corp.




As a
result, the Company recorded a gain from discontinued operations of $-0- and
$85,322 during the years ended March 31, 2009 and 2008,
respectively.





NOTE
5 – DEFERRED INCOME TAXES (As Restated)




At March
31, 2009, the Company had net operating loss carryforwards for income tax
purposes of approximately $1,778,000 available as offsets against future taxable
income.  The net operating loss carryforwards are expected to expire
at various times from 2022 through 2029.Utilization of the Company’s net
operating losses may be subject to substantial annual limitation if the Company
experiences a 50% change in ownership, as provided by the Internal Revenue Code
and similar state provisions.  Such an ownership change would substantially
increase the possibility of net operating losses expiring before complete
utilization.





The tax
effects of the primary temporary differences giving rise to the Company’s
deferred tax assets and liabilities are as follows for the year ended March 31,
2009:





Deferred
      tax assets:
                  
                  2009
                  
                  
                  2008Net
      operating loss carryforward
                  
                  $
                  669,000
                  
                  
                  $
                  617,000Accrued
      expenses
                  
                  
                  -
                  
                  
                  
                  -Allowance
      for doubtful accounts
                  
                  
                  -
                  
                  
                  
                  -Stock
      based compensation
                  
                  
                  -
                  
                  
                  
                  -Total
      deferred tax assets
                  
                  
                  669,000
                  
                  
                  
                  617,000Less
      valuation allowance
                  
                  
                  (669,000
                  )
                  
                  
                  (617,000
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -





Because
of the Company’s lack of earnings history, the deferred tax assets have been
fully offset by a valuation allowance. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during those periods that the temporary differences become
deductible. During the year ended March 31, 2009, the increase in the deferred
tax asset valuation allowance amounted to approximately
$52,000.


F-9


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
5 – DEFERRED INCOME TAXES, CONTINUED





The
provision for income taxes is different than would result from applying the U.S.
statutory rate to profit before taxes for the reasons set forth in the following
reconciliation:




2009
                
                
                2008Tax
      benefit computed at U.S. statutory rates
                
                $
                (116,000
                )
                
                $
                (32,000
                )Increases
      (decreases) in taxes resulting from:Non-deductible
      items
                
                
                76,000
                
                
                
                11,000Change
      in valuation allowance
                
                
                52,000
                
                
                
                24,000State
      taxes
                
                
                (12,000
                )
                
                
                (3,000
                )Total
                
                $
                -
                
                
                $
                -





NOTE
6 – ACCRUED EXPENSES





Accrued
expenses consist of the following:





2009
                
                
                2008Lease
      settlement liability
                
                $
                19,000
                
                
                $
                19,000Accrued
      interest
                
                
                34,790
                
                
                
                11,942Accrued
      payroll taxes
                
                
                2,760
                
                
                
                -Accrued
      compensation
                
                
                -
                
                
                
                2,700Total
                
                $
                56,550
                
                
                $
                33,642





NOTE
7 – LOANS FROM STOCKHOLDERS (AS RESTATED)





The
following is a table of loans from stockholders at March 31, 2009 and their
related accrued interest:





Date
                    Issued
                
                Due Date
                
                Principal
                    Amount
                
                
                Accrued
                    Interest01/13/09
                
                04/13/09
                
                
                10,000
                
                
                
                21502/06/09
                
                05/07/09
                
                
                9,500
                
                
                
                14203/31/09
                
                06/29/09
                
                
                19,000
                
                
                
                -Total
                
                $
                38,500
                
                
                $
                357





The loans
from stockholders totaling $38,500 are collateralized by 385,000 restricted
shares of the Company’s common stock and bear interest at 10% per annum. As of
March 31, 2009, accrued interest payable of $385 is included in accrued expenses
in the accompanying balance sheet.  The loans from stockholders and
related accrued interest are due no later than ninety days from the date of the
loan.





The
Company is currently in default on all of these loans.  As of March
31, 2009, no stockholders have made demands for payment of these
loans.


F-10


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
8 – CONVERTIBLE NOTES (AS RESTATED)





On March
4, 2009, we modified promissory notes in the amount of $202,500 which are now
included in convertible debt. Interest has accrued on the outstanding principal
balance from October 10, 2006 at a rate of 10 percent per annum. The note holder
has the sole option of converting the principal and interest represented by
these notes into our common stock at a strike price equal to a $0.01. The note
holder will only be allowed to convert shares or portion thereof to the extent
that, at the time of the conversion, the conversion will not result in the note
holder beneficially owning more than 9.9% of the issued and outstanding common
shares of the Company.  The company recognized a loss on the
modification of these loans of $202,500 and $-0- of as of March 31, 2009 and
2008, respectively.





During
2007, we sold in private placements promissory notes totaling $50,000 to a
stockholder.  Interest accrued on the outstanding principal balance at
a rate of 10 percent per annum. The note holder has the sole option of
converting the principal and interest represented by these notes into our common
stock at a strike price equal to a $0.01. These notes are currently in default.
The company recognized $-0- and $18,500 of interest expense as a result of this
conversion feature as of March 31, 2009 and 2008, respectively.





NOTE
9 – STOCKHOLDERS’ EQUITY (CAPITAL DEFICIENCY)





On
February 20, 2008, the majority holders of the Company’s common stock approved
by written consent  amending the articles of incorporation of the
Corporation to decrease the number of outstanding shares of the Corporation’s
capital stock in the form of a reverse stock-split where-in the Corporation will
give (1) one share of common stock for every (50) fifty shares outstanding (the
“Stock-Split”) and amending the articles of incorporation of the Corporation to
increase the authorized capital of the Corporation to Two Hundred Fifty Million
(250,000,000) common shares.





As a
result of this reverse stock-split, the Company’s stockholders’ equity has been
restated to give retroactive recognition to the stock split in prior periods by
reclassifying from additional paid-in-capital to common stock.




Except
where and as otherwise stated to the contrary in this annual report, all share
and prices per share have been adjusted to give retroactive effect to the change
in the price per share of the common stock resulting from the one for fifty
reverse split of the common stock that took effect on March 28,
2008.





The 2007
Amended Stock Option Plan was adopted by the Board of Directors on
February 6, 2008. Under this plan, a maximum of 8,000,000 shares of our
common stock, par value $0.0001, were authorized for issue. The vesting and
terms of all of the options are determined by the Board of Directors and may
vary by optionee; however, the term may be no longer than 10 years from the date
of grant.  There were no stock options granted under this plan in the
year ended March 31, 2008 and 2009.





NOTE
10 – RELATED PARTY TRANSACTIONS





During
the year ended March 31, 2009 the Company entered into agreements with its CEO
and a significant stockholder in which they agreed to limit the transfer of
their common stock holdings to 5 percent  or less for each calendar
month for the next two years.  In exchange, the Company issued them
10,326 shares of restricted common stock .  The Company recognized
compensation expense of $516 for the year ended March 31, 2009.


F-11


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
11 – SUBSEQUENT EVENT





Loans From
Stockholders. On May 6, 2009, the Company entered into loan agreements
with stockholders for $18,000. The loans from stockholders are secured by
1,800,000 shares of the Company’s common stock and bear interest at 10 percent
per annum. The loans from stockholders and related accrued interest are due no
later than ninety days from the date of the loan.





On July
3, 2009, the Company entered into loan agreements with stockholders for $6,000.
The loans from stockholders are secured by 600,000 shares of the Company’s
common stock and bear interest at 10 percent per annum. The loans from
stockholders and related accrued interest are due no later than ninety days from
the date of the loan.





NOTE
12 – RESTATEMENT





The
Company’s management determined that the Company needs to make adjustments to
correct errors identified in the previously issued financial statements related
to a substantial modification of certain shareholder loans. The modification was
deemed effective March 4, 2009 and affects the fourth quarter 2009 and first
quarter 2010 financial statements.





As a
result of the modification the Company  recognized a loss in the
amount of $202,500, which  increased the accumulated deficit and
additional paid in capital by $202,500.





The
modification did not result in a change to the previous obligation at March 31,
2009. Rather, the notes were modified to include a conversion
provision.  This also change had no net effect on cash flows from
operations, investing or financing.





The
following table presents the impact of the restatement adjustment on the
Company’s Consolidated Balance Sheet as of March 31, 2009.





Liabilities and Capital deficiency:
                  
                  As previously
                      reported
                  
                  
                  Effects of
                      restatement/
                      reclassification
                  
                  
                  RestatedShareholders
      loans
                  
                  $
                  291,000
                  
                  
                  $
                  (252,500
                  )
                  
                  $
                  38,500Convertible
      notes
                  
                  
                  -
                  
                  
                  
                  252,500
                  
                  
                  
                  252,500Additional
      paid-in capital
                  
                  
                  1,470,163
                  
                  
                  
                  202,500
                  
                  
                  
                  1,672,663Deficit
      accumulated during exploration stage
                  
                  $
                  (149,312
                  )
                  
                  $
                  (202,500
                  )
                  
                  $
                  (351,812
                  )





The
following table presents the impact of the restatement adjustment on the
Company’s Consolidated Statement of Operations for the year ended March 31,
2009.





As previously
                    reported
                
                
                Effects of
                    restatement
                
                
                RestatedLoss
      on loan modification
                
                $
                -
                
                
                $
                (202,500
                )
                
                $
                (202,500
                )Net
      loss
                
                
                (139,467
                )
                
                
                (202,500
                )
                
                
                (341,967
                )Net
      loss per share - basic and diluted
                
                $
                (0.16
                )
                
                $
                (0.23
                )
                
                $
                (0.39
                )


F-12


SIGNATURE
EXPLORATION AND PRODUCTION CORP.


Notes
to Financial Statements


March
31, 2009





NOTE
12 – RESTATEMENT (CONTINUED)





The
following table presents the impact of the restatement adjustment on the
Company’s Consolidated Statement of Operations from Inception March 1, 2008 thru
March 31, 2009.





As previously
                    reported
                
                
                Effects of
                    restatement
                
                
                RestatedLoss
      on loan modification
                
                $
                -
                
                
                $
                (202,500
                )
                
                $
                (202,500
                )Net
      loss
                
                
                (149,312
                )
                
                
                (202,500
                )
                
                
                (351,812
                )Net
      loss per share - basic and diluted
                
                $
                (0.17
                )
                
                $
                (0.23
                )
                
                $
                (0.40
                )


F-13