UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB    (Mark One)þ

Annual report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended
December 31, 2000oro

Transition report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from
                  toCommission
file number 0-31423  FRIENDLY ENERGY CORPORATION (Exact name of Small Business Issuer as
specified in its charter) Nevada

91-1832462(State of incorporation)

(I.R.S. employer
identification no.)502 North Division Street, Carson City, NV

89703(Address of principal executive offices)

(Zip
code) 702-953-0411 (Companys telephone number, including area
code) Securities registered
pursuant to Section 12(b) of the Act: Common Stock, par value $.001
per share Securities registered pursuant to Section 12(g) of the
Act: None Check whether the issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
 ̈ Indicate by check mark whether
the Company: (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 Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. YES
o NO x Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
contained herein, and no disclosure will be contained, to the best of Companys
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.  ̈ Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).YES o NO x The issuer's revenue for the
fiscal year ended December 31, 2000 was $0.  1    On
December 31 2000 the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the issuer was approximately $8,879,000
computed by reference to the price at which the common equity was last
transacted on that date. On December 31, 2000, the issuer
had 12,684,973 shares of Common Stock, $0.001 par value issued and
outstanding. Transitional Small Business
Disclosure Format (Check One): YES o NO x  THIS REPORT ON FORM 10-KSB IS FOR THE YEAR ENDING
DECEMBER 31, 2000.  THE REPORT HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IN FEBRUARY 2009.  TO THE EXTENT PRACTICABLE, THE
DISCLOSURE CONTAINED HEREIN HAS BEEN PREPARED TO SPEAK AS OF DECEMBER 31, 2000.
 SUBSEQUENT EVENTS ARE DISCUSSED IN THE FORM 10-KSBS FILED FOR 2005, 2006
AND 2007 AND IN THE FORM 10-QS FILED FOR THE FIRST THREE QUARTERS OF 2008.
 ADDITIONAL DELAYED FILINGS WILL BE FILED SHORTLY FOR THE PERIOD BETWEEN
THIS REPORT AND THE JUST MENTIONED REPORTS.   A Form 10-SB was
filed on August 31, 2000.  Securities and Exchange Commission staff
comments were received October 3, 2000.  Extreme problems with electricity
supply in California in late 2000 and early 2001 disrupted our business
operations and responses to the staff comments were not made.  In order to
respond to the original staff comments and to reach the no comment stage with
the Securities and Exchange Commission, we are responding to the original staff
comments and providing an Amended Form 10-SB in Exhibit 1 to this report.  ITEM 1.
 DESCRIPTION OF BUSINESS.  Our Background
.. Friendly Energy Corporation was formed under the laws of the State of Nevada
on January 7, 1993 under the name Eco-Systems Marketing.  Eco-Systems
subsequently changed its name to Rama Financial Corporation. An amendment to the
Articles of Incorporation was filed changing the corporate name to Friendly
Energy Corporation.  Friendly Energy
Corporation was originally incorporated to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Nevada. Friendly Energy Corporation, from its inception in 1993 to now, was
engaged primarily in establishing itself as an electric service provider to
California customers.  Our Business.
The Company is in the business of selling electric power and related services to
small and medium sized businesses in a newly deregulated California market.
 The Company operations have been limited to general administrative
operations.  It is considered a development stage company in accordance
with Statement of Financial Accounting Standards No. 7.  The Company qualified
as an electric service provider with San Diego Gas & Electric on January 10,
2000, Southern California Edison on May 15, 2000 and Pacific Gas & Electric
on May 18, 2000.  The Company has also prepared an application to become a
registered alternative service provider in Nevada.  In marketing power to
business and industry owners, the Company plans to offer a comprehensive package
of services to earn additional revenue, including meter services, demand
management services and audit services.  The primary sources
of the Companys revenues are anticipated to be from the resale of energy
purchased on a wholesale basis and from the sale of other services.  2     ITEM 1A. RISK
FACTORS  In evaluating the
Company, careful consideration should be given to the following risk factors, in
addition to the other information included or incorporated by reference in this
annual report. In addition, the "Forward-Looking Statements" located in this
Form 10-KSB describe additional uncertainties associated with our business and
the forward-looking statements included or incorporated by reference. Each of
these risk factors could adversely affect our business, operating results and
financial condition, as well as adversely affect the value of an investment in
our common stock.  Accumulated
Losses  To date the Company's
operations have not generated operating cash flows to provide working capital
for the Company's ongoing overhead, the funding of marketing activities and the
completion of its Electronic Data Interface (EDI) system for billing customers.
Without adequate financing, the Company may not be able to successfully develop
any prospects that it acquires or achieve profitability from its operations in
the near future or at all.  During the year ended
December 31, 2000, Friendly incurred a net loss of $1,035,017 and as of December
31, 2000 has an accumulated deficit of $1,704,135.  We could be
adversely impacted by changes in the electric energy market. The market for
electric energy and related services is characterized by rapidly changing
relationships among the generators, the utilities which provide transmission and
distribution, and the electric service provider resellers (such as the Company)
due to ongoing deregulation of the electric energy markets.  In addition,
the market for electric energy is characterized by seasonality.  Therefore,
the Companys success is dependent upon its ability to develop favorable
relationships with generators and utilities and to identify, anticipate and
adapt to changes in the industry.  There can be no
assurance that competitors will not market electric energy services and related
products that have certain competitive advantages over those of the Company.
 Furthermore, the markets for the Companys products may be particularly
volatile due to the changing industry brought about by deregulation.  The
Company will rely on the experience of its management team to make strategic
decisions with respect to its operations.  In addition, the Company will
rely on experienced consultants, which it has engaged in the areas of electric
deregulation and EDI systems.  New government
regulation could increase our costs.  The sale of electric
energy services is subject to a variety of federal, state and local government
regulations. At the federal level, the Federal Energy Regulatory Commission
("FERC") regulates the purchase and sale of energy and power.  The
individual states Public Utilities Commissions regulate utilities and other
purchasers and sellers of power at the state level.  Deregulation of
electric energy in California and other states has greatly reduced government
regulations, but new regulations could be imposed. As of now the Company
does not require specific governmental approvals at the federal level to
transact business as an Electric Service Provider.  The Company does not
require governmental approvals from the State of California to transact business
as an Electric Service Provider since it does not intend to sell to residential
customers.  An application has been prepared by the Company to become a
registered  3    alternative
service provider in Nevada.  The Company will apply for any necessary
governmental approvals in other states as requirements are established.  Our prices may be
impacted adversely by new taxes.  The federal, state
and local governments in which we operate impose taxes on the electric energy
services we sell.  Changes in tax laws could adversely affect future
revenue.  Financing
Risks  The Company has
relied in the past primarily on the sale of equity capital, shareholder loans
and other similar types of transactions to fund working capital. Failure to
generate operating cash flow or to obtain additional financing for the
development of the Company's could adversely affect operations.  Risks Associated
with Management of Growth  Because of its small
size, the Companys growth in accordance with its business plans, if achieved,
will place a significant strain on its financial, technical, operation and
management resources.  The failure to continue to upgrade our technical,
administrative, operating and financial control systems or the occurrence of
unexpected expansion difficulties, including the recruitment and retention of
experienced managers, could have a material adverse effect on its business,
financial condition and results of operations and its ability to timely execute
its business plan.  Conflicts of
Interest  Certain of the
officers and directors of the Company Energy will also serve as directors of
other companies or have significant shareholdings in other companies. To the
extent that such other companies participate in ventures in which Friendly
Energy may participate, or compete for prospects or financial resources with
Friendly Energy, these officers and directors of Friendly Energy will have a
conflict of interest in negotiating and concluding terms relating to the extent
of such participation. In the event that such a conflict of interest arises at a
meeting of the board of directors, a director who has such a conflict must
disclose the nature and extent of his interest to the board of directors and
abstain from voting for or against the approval of such participation or such
terms.  In accordance with
the laws of the State of Nevada, the directors of Friendly Energy are required
to act honestly and in good faith with a view to the best interests of the
Company.  In determining whether or not the Company will participate in a
particular program and the interest therein to be acquired by it, the directors
will primarily consider the degree of risk to which the Company may be exposed
and its financial position at that time.  ITEM 2.
 DESCRIPTION OF PROPERTY.  As of the dates
specified in the following table, Friendly Energy Corporation held the following
property in the following amounts:  Property December
31, 2000 December
31, 1999 ---------------------------------------------------------------------------------------------------- Cash
and equivalents -$1,485 $8,687 Equipment $29,937 $23,392  4    Subsidiary
Investment $442,800 $-0-  Friendly Energy
Corporation defines cash equivalents as all highly liquid investments with a
maturity of 3 months or less when purchased.  Friendly Energy Corporation
does not presently own any interests in real estate.  Facilities.
Friendly Energy Corporation does not own any real or personal property nor does
the Company currently lease any office space.   ITEM 3.
 LEGAL PROCEEDINGS.  NONE   ITEM 4.
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   NONE  ITEM 5.
 MARKET PRICE FOR THE FRIENDLY ENERGY CORPORATION'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.  As at December 31,
2000 there were approximately 665 holders of the outstanding shares of the
Friendly Energy Corporation's $0.001 par value common stock.  Friendly
Energy Corporation participates in the PinkSheets Electronic Quotation System
maintained by the National Association of Securities Dealers, Inc., under the
trading symbol "FDEG".  There is only a limited history of public trading
of the Registrant's common stock; the sponsoring broker-dealer began trading on
July 10, 2000.  The Friendly Energy Corporation's common stock has closed
at:  Quarter High Low 2000
Third Quarter $2.25 $0.50 2000
Fourth Quarter $0.75 $0.70  Such quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.  The public may read
and copy any materials filed with the SEC at the SEC's Public Reference Room at
450 Fifth Street NW, Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.  The address of that site is
http://www.sec.gov.  Common Stock .
Friendly Energy Corporation is authorized to issue 100,000,000 shares of common
stock, $.001 par value, each share of common stock having equal rights and
preferences, including voting privileges.  The shares of $.001 par value
common stock of Friendly Energy Corporation constitute equity interests in
Friendly Energy Corporation entitling each shareholder to a pro rata share of
cash distributions made to shareholders, including dividend payments.  As
of December 31, 2000, 12,684,973 shares of the Friendly Energy Corporation's
common stock were issued and outstanding.  The holders of
Friendly Energy Corporation's common stock are entitled to one vote for each
share of record on all matters to be voted on by shareholders.  There is no
cumulative voting with respect to the  5    election
of directors of Friendly Energy Corporation or any other matter, with the result
that the holders of more than 50% of the shares voted for the election of those
directors can elect all of the Directors.  The holders of
Friendly Energy Corporation's common stock have no conversion, preemptive or
other subscription rights, and there are no redemption provisions applicable to
Friendly Energy Corporation's common stock.  All of the outstanding shares
of Friendly Energy Corporation's common stock are duly authorized, validly
issued, fully paid and non-assessable.  Dividends .
The holders of the Friendly Energy Corporation's common stock are entitled to
receive dividends when, as and if declared by Friendly Energy Corporation's
Board of Directors from funds legally available therefore; provided, however,
that cash dividends are at the sole discretion of Friendly Energy Corporation's
Board of Directors. In the event of liquidation, dissolution or winding up of
Friendly Energy Corporation, the shareholders of common stock are entitled to
share ratably in all assets remaining available for distribution to them after
payment of liabilities of Friendly Energy Corporation and after provision has
been made for each class of stock, if any, having preference in relation to
Friendly Energy Corporation's common stock.  Friendly Energy
Corporation has never declared or paid any dividends on its common stock.
Friendly Energy Corporation does not intend to declare or pay any dividends in
the foreseeable future.  Sales of
Securities  2000 Stock
Transactions During
the year ended December 31, 2000, the Company sold no common shares.  2000
Stock Options During
the year ended December 31, 2000, the Company issued no stock options.  ITEM 6.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS.  This following
information specifies certain forward-looking statements of management of the
company. Forward-looking statements are statements that estimate the happening
of future events are not based on historical fact. Forward-looking statements
may be identified by the use of forward-looking terminology, such as "may",
"shall", "will", "could", "expect", "estimate", "anticipate", "predict",
"probable", "possible", "should", "continue", or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.  The assumptions used
for purposes of the forward-looking statements specified in the following
information represent estimates of future events and are subject to uncertainty
as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. No assurance can be given  6    that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.   Liquidity and
Capital Resources.  For the year ended
December 31, 2000, we had total assets of $473,412, compared to total assets in
1999 of $36,233.  The increase in assets was due to the purchase of a
subsidiary, Friendly Energy Services, Inc.   At December 31, 2000, we
had current liabilities of $271,412 which was represented by accounts payable,
payroll liabilities, judgment payable, deferred salaries, interest payable and
loans payable.  At December 31, 1999 we had current liabilities of $26,091.
The increase in liabilities was due primarily to loans payable.  At
December 31, 2000, we had a working capital deficit of $202,000 (1999 -
$10,141).  We do not believe
that our current cash resources will be able to maintain our current operations
for an extended period of time. We will be required to raise additional funds or
arrange for additional financing over the next 12 months to adhere to our
development schedule.  No assurance can be given, however, that we will
have access to additional cash in the future, or that funds will be available on
acceptable terms to satisfy our working capital requirements.  If we are
not able to arrange for additional funding or if our officers, directors and
shareholders stop advancing funds to us, we may be forced to make other
arrangements for financing such as loans or entering into strategic alliances.
 We have not identified any alternative sources of financing.   Results of
Operations  We have not yet
realized any revenue from operations to date.  During the year ended
December 31, 2000 the loss from operations is $1,035,017 (1999 - $550,309).
 This increase in loss was due primarily to payroll expense, professional
services and rent.  From inception to December 31, 2000 Friendly Energy
Corporation has incurred cumulative net losses of $1,704,135.  The cash and
equivalents constitute our present internal sources of liquidity.  Because we are not
generating any significant revenues, our only external source of liquidity is
the sale of our capital stock and any advances from officers, directors or
shareholders.  Our Plan of
Operation for the Next Twelve Months  We anticipate that we
will need to raise additional capital within the next 12 months in order to
continue as a going concern.  The Company is in the process of raising
capital to fund the development of future wells.  To the extent that
additional capital is raised through the sale of equity or equity- related
securities, the issuance of such securities could result in dilution of
stockholders. There can be no assurance that additional funding will be
available on favorable terms, if at all. If adequate funds are not available
within the next 12 months, we may be required to curtail our operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain of our assets that we would not otherwise relinquish.  ITEM 7.
 FINANCIALS  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the
Board of Directors and Stockholders  7    Friendly Energy Corp. (A
Development Stage Company) Orlando, Florida  We have
audited the accompanying balance sheets of Friendly Energy Corp. (A
Developmental Stage Company) as of December 31, 2005 and 2004, and the related
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 2005 and 2004 and for the period from January 7, 1993 (Date
of Inception) through December 31, 2005.  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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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, based on our audit, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2005 and 2004 and the results of its operations and its cash flows
for the years ended December 31, 2005 and 2004, and for the period from January
7, 1993 (Date of Inception) through December 31, 2005, in conformity with U.S.
generally accepted accounting principles.  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has suffered losses from operations, all of which raise
substantial doubt about its ability to continue as a going concern. 
Management's plans in regards to these matters are also described in Note
1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.   /s/ De
Joya Griffith & Company, LLC De Joya
Griffith & Company, LLC September 12, 2006 Henderson, Nevada  8      FRIENDLY
ENERGY CORP. (A
Development Stage Company) CONSOLIDATED BALANCE SHEET  December 31, 2000

December 31, 1999ASSETSCurrent assetsCash and cash equivalents
$
                     (1,485)

$
                       8,687Advances
2,160

4,154Total current assets
675

12,841Other AssetsProperty and equipment, net
29,937

23,392Investment
442,800

-Total Other Assets
472,737

23,392Total Assets
$
                   473,412

$
                     36,233LIABILITIES AND STOCKHOLDERS'
DEFICITLIABILITIESCurrent liabilitiesAccounts Payable
$
                     73,400

$
                     11,561Payroll Tax Liabilities
39,268

13,815Loan Payable
121,759

717Loans Payable-Related Parties
36,985

-Total current liabilities
271,412

26,092Total liabilities
271,412

26,092STOCKHOLDERS' DEFICITCommon stock, $0.001 par value; 100,000,000
sharesauthorized, 12,684,973 and 12,684,973 shares,respectively, issued and outstanding
12,685

12,685Preferred Stock, $0.001 par value, 10,000,000
sharesauthorized, 484,181 and 151,883 shares,
484

152respectively, issued and outstandingAdditional paid-in capital
1,891,966

666,123Accumulated deficit in the develoment stage
(1,703,135)

(668,819)Total stockholders' deficit
202,000

10,141Total liabilities and stockholders' deficit
$
                   473,412

$
                     36,233  See
Accompanying Notes to Consolidated Financial Statements   9    FRIENDLY ENERGY CORP. (A
Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS  From Inception(January 7, 1993)For the year ended

For the year ended

throughDecember 31, 2000

December 31, 1999

December 31, 2000Revenue
$
                                -

$
                                -

$
                                -Operating expensesDepreciation
5,119

2,739

7,858Legal Fees
25,446

29,464

56,160Payroll Expenses
168,682

44,546

213,228Professional Fees
320,769

248,000

654,845Rent
212,619

69,791

282,410Stock Based Compensation
138,375

18,450

156,825Telephone
14,663

11,792

26,455Travel & Entertainment
51,993

75,873

127,866General and administrative
97,351

49,654

177,189Total operating expenses
1,035,017

550,309

1,702,835Loss from operations
(1,035,017)

(550,309)

(1,702,835)Other income (expenses):Interest Expense
(300)

-

(300)Total other income (expenses)
(300)

-

(300)Loss before provision for income taxes
(1,035,317)

(550,309)

(1,704,135)Provision for income taxes
-

-

-Net loss
$
                (1,035,317)

$
                   (550,309)

$
                (1,704,135)Basic and diluted loss per common share
$
                         (0.08)

$
                         (0.04)

$
                         (0.32)Basic and diluted weighted averagecommon shares outstanding
12,684,973

12,539,717

5,301,502  See
Accompanying Notes to Consolidated Financial Statements   10    FRIENDLY ENERGY CORP. (A
Development Stage Company) STATEMENT OF STOCKHOLDERS DEFICIT  Additional

TotalCommon Stock
Preferred Stock
Paid-in
Accumulated
Stockholders'Shares
Amount
Shares
Amount
Capital
Deficit
DeficitBalance at December 31, 1998
12,731,223
12,731
0
0
105,779
(118,510)
0Cancellation of common stock
(46,250)
(46)
0
0
46
0
0Preferred shares issued for debt settlement, $3.69
per share
0
0
146,883
147
541,853
0
542,000Preferred shares issued for services, $3.69 per
share
0
0
5,000
5
18,445
0
18,450Net loss
0
0
0
0
0
(550,309)
(550,309)Balance at December 31, 1999
12,684,973
12,685
151,883
152
666,123
(668,819)
10,141Preferred shares issued for debt settlement, $3.69
per share
0
0
174,798
175
645,826
0
645,000Issuance of stock related to merger with Friendly
Energy Services, Inc., $3.69 per share
0
0
120,000
120
442,680
0
442,800Preferred shares issued for services, $3.69 per
share
0
0
37,500
37
138,338
0
138,375Net loss
0
0
0
0
0
(1,034,316)
(1,034,316)Balance at December 31, 2000
12,684,973
12,685
484,181
484
1,892,967
(1,703,135)
202,000  See
Accompanying Notes to Consolidated Financial Statements   11    FRIENDLY ENERGY CORP. (A
Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS  From Inception(January 7, 1993)For the year ended

For the year ended

throughDecember 31, 2000

December 31, 1999

December 31, 2000Cash flows from operating activities:Net loss
$
              (1,035,317)

(550,309)

(1,704,135)Adjustments to reconcile net loss to
-

-

-net cash used by operating activities:
-

-

-Depreciation
5,119

2,739

7,858Stock Based Compensation
138,375

18,450

(61,635)Impairment Loss
-

-

-Changes in operating assets and liabilities:
-

-

-Accounts Payable
62,091

11,309

75,099Advances
1,994

(4,154)

(2,160)Interest Payable
-

-

-Notes
-

-

-Payroll Liabilities
25,453

13,815

39,268Loans Payable
121,042

717

121,060Net cash used by operating activities
(681,243)

(507,433)

(1,524,646)-

-

-Cash flows from investing activities:
-

-

-Purchase of property and equipment
(11,664)

(26,131)

(37,795)Investment
(442,800)

-

(442,800)Net cash used by investing activities
(454,464)

(26,131)

(480,595)-

-

-Cash flows from financing activities:
-

-

-Proceeds from issuance of common stock
1,000

-

112,970Proceeds from issuance of preferred stock
1,087,800

542,000

1,853,800Proceeds on borrowings from related parties
36,985

-

36,985Net cash provided by financing activities
1,125,785

542,000

2,003,755-

-

-Net increase in cash
(9,921)

8,436

(1,485)-

-

-Cash, beginning of period
8,436

-

--

-

-Cash, end of period
$
                     (1,485)

$
                       8,436

$
                     (1,485)  See
Accompanying Notes to Consolidated Financial Statements   12    FRIENDLY ENERGY CORP. (A
DEVELOPMENT STAGE COMPANY) NOTES TO
FINANCIAL STATEMENTS - 2000  1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
POLICIES  Description of business and history  Friendly Energy
Corp., Nevada corporation, (hereinafter referred to as the Company or
Friendly Energy) was incorporated in the State of Nevada on January 7, 1993.
 The company is in the business of selling electric power and related
services to small and medium sized businesses in the newly deregulated
California market.  The Company operations have been limited to general
administrative operations and is considered a development stage company in
accordance with Statement of Financial Accounting Standards No. 7.  Management
of Company  The company filed its articles of incorporation with the
California Secretary of State on January 7, 1993, indicating  G. Alfred
Roensch as the incorporator.  The
company filed its annual list of officers and directors with the California
Secretary of State on January 7, 1993, indicating its President is G. Alfred
Roensch and its Secretary and Treasurer is Owen Stephenson and were both listed
as directors on this filing.  The current President is Craig Morton and the
current Secretary and Treasurer is Donald Trapp.  Going concern  The Company incurred net losses of
approximately $1,704,135 from the period of January 7, 1993 (Date of Inception)
through December 31, 2000 and has commenced its operations on a limited basis.
However, it is still in the development stages, raising substantial doubt about
the Companys ability to continue as a going concern.  The Company may seek
additional sources of capital through the issuance of debt or equity financing,
but there can be no assurance the Company will be successful in accomplishing
its objectives.  The ability of the Company to continue as a going concern is
dependent on additional sources of capital and the success of the Companys
plan.  The financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.  Year end  The Companys yearend is December 31.  Principles of consolidation  The consolidated financial
statements include the accounts of the Company and its subsidiaries.  All
significant intercompany transactions and balances have been eliminated.  Use of estimates  The preparation of consolidated
financial statements in conformity with generally accepted accounting principles
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
revenue and expenses during the reporting period.  Actual results could
differ from those estimates.  Property and equipment  Property and equipment are stated
at cost less accumulated depreciation.  Depreciation is provided
principally on the straight-line method over the estimated useful lives of the
assets, which are generally 3 to 27 years.  The amounts of depreciation
provided are sufficient to charge the cost of the related assets to operations
over their estimated useful lives.   13    The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the estimated useful
life of fixed assets or whether the remaining balance of fixed assets should be
evaluated for possible impairment. The Company uses an estimate of the related
undiscounted cash flows over the remaining life of the fixed assets in measuring
their recoverability.  Income taxes  The Company accounts for its income taxes in
accordance with Statement of Financial Accounting Standards No. 109, which
requires recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry forwards.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in operations in the period that includes the enactment
date.  Management feels the Company will have a net operating loss
carryover to be used for future years.  Such losses may not be fully
deductible due to the significant amounts of non-cash service costs.  The
Company has not established  a valuation allowance for the full tax benefit
of the operating loss carryovers due to the uncertainty regarding realization.  Net loss per common share  The Company computes net loss
per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC
Staff Accounting Bulletin No. 98 (SAB 98).  Under the provisions of SFAS
128 and SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period.  The calculation
of diluted net loss per share gives effect to common stock equivalents; however,
potential common shares are excluded if their effect is antidilutive.  Concentration
of risk  A significant amount of the Companys assets and resources are
currently dependent on the financial support of Douglas Financial Corporation
and Donald Trapp.  Should they determine to no longer finance the
operations of the company before new capital is raised, it may be unlikely for
the company to continue.  Revenue recognition  The Company has no revenues to date
from its operations.  Once the revenue is generated, the company will
recognize revenues as it is received.  Inventory valuation  At this time the Company is not
expected to hold inventory.  Legal Procedures  The Company is not aware of, nor is it
involved in any pending legal proceedings.  2.    FIXED
ASSETS  Fixed
assets consist of the following as of December 31, 2000 and 1999:  2000 1999 Furniture
and fixtures $ 20,102 $
        17,462 Computers
and equipment 17,693 8,669 37,795 26,131 Less:
accumulated depreciation (7,858) (2,739) 29,937 23,392  14    3.
   RELATED PARTY TRANSACTIONS  As
of December 31, 2000 and 1999, loans payable from related parties consists of
the following:  2000 1999 Notes payable  from officers of the Company bearing no interest unsecured and due on demand $ 16,985 $ 0  Note
payable from an officer of the
Company bearing interest at 8%, unsecured
and due on demand 20,000 0 36,985 0 4.
    OTHER CURRENT LIABILITIES  The
company has accrued for unpaid federal payroll taxes in the amounts of
 $39,268 and $13,815 for  the  years ended December 31, 2000 and
1999, respectively.  The Company has filed the payroll taxes with the
Internal Revenue Service.  5.
  STOCKHOLDERS DEFICIT  Common
Shares:  As of December 31, 2000 and 1999 there were 12,684,973 and
12,684,973 shares of common stock outstanding.  a) In 1993, the company issued 63,750 shares of common stock for cash
at $0.016 per share to officers and directors. b) On June 2, 1996, in connection with the acquisition of the Company
by Granite Development Corporation   ("Granite"), the Company
cancelled all outstanding shares of common  stock and issued a total of
2,500,000 shares to Granite for  consideration of $10. c) In 1996, 500,000 common shares were converted to 50,000 shares of
preferred stock. d) In 1997, the Company issued 15,223 shares of common stock relating
to the spin out from Granite Development Corporation. e) On April 21, 1997, the company issued 21,875 shares of common
stock for cash at $0.685 per share to officers and directors. f) On July 31, 1997, the company issued 37,500 shares of common stock
for cash at $0.80 per share. g) On August 14, 1997, the company issued 21,875 shares of common
stock for cash at $0.685 per share to officers and directors. h) From February 18, 1998, through March 16, 1998, a total of 9,750
shares of common stock were sold for cash pursuant to Regulation  D, Rule
504 offering at $1.74  per share. i) On October 29, 1998, 625,000 shares of common stock were issued
 for cash at $0.004. j) On October 30, 1998, 8,000,000 shares of common stock were issued
as a result of the conversion of  800,000  preferred shares. k) On November 11, 1998, the company issued 2,000,000 shares of
common stock for cash at $0.004 per share. l) During 1999, the company cancelled 46,250 shares of common stock.  Preferred Shares:   Each share of preferred stock
is convertible into ten shares of common stock and has voting rights equal to
ten shares of common stock.  The board of directors has not specified any
other rights or privileges with respect to the preferred stock.  15     As of December 31, 2000 and 1999 there were 484,181 and
 151,883 shares of preferred stock outstanding.  a) During 1996, 500,000 common shares were converted to 50,000
shares of preferred stock. b) During 1997 the company issued 750,000 shares of preferred
stock to officers and directors for services valued at $0.04 per share. c) On October 30, 1998, 800,000 shares of preferred stock were
converted to 8,000,000  shares of common stock. d) On February 26, 1999, the company issued 24,390 shares of
preferred stock in satisfaction of debt valued at $3.69 per share. e) On April 30, 1999, the company issued 16,290 shares of preferred
stock in stock in satisfaction of debt valued at $3.69 per share. f) On April 30, 1999, the company issued 21,680 shares of preferred
stock in stock in satisfaction of debt valued at $3.69 per share. g) On September 30, 1999, the company issued 33,062 shares of
preferred stock in stock in satisfaction of debt valued at $3.69 per share. h) On December 30, 1999, the company issued 51,491 shares of
preferred stock in stock in satisfaction of debt valued at $3.69 per share. i) On December 22, 1999, the company issued  5,000 shares of
preferred stock  for a year end bonus valued at $3.69 per share. j) On January 30, 2000, the company issued 2,500 shares of preferred
stock  for a sign up bonus valued at $3.69 per share. k) On March 31, 2000, the company issued 56,911 shares of preferred
stock in stock in satisfaction of debt valued at $3.69 per share. l) On April 21, 2000, the company issued 10,000 shares of preferred
stock for services of an officer valued at $3.69 per share. m) On May 1, 2000, the company issued  2,500 shares of preferred
stock for a sign up bonus  valued at $3.69 per share. n) On May 1, 2000, the company issued  10,000 shares of
preferred stock for  a sign up bonus  valued at $3.69 per share. o) On June 30, 2000, the company issued 58,266 shares of preferred
stock in stock in satisfaction of debt valued at $3.69 per share. p) On June 30, 2000, the company issued  2,500 shares of
preferred stock for  a sign up bonus  valued at $3.69 per share. q) On September 19, 2000, the company issued 100,000 shares in
exchange for 100,000 shares of Friendly Energy Services Inc valued at $3.69 per
share. r) On September 19, 2000, the company issued 20,000 shares to
employees of  Friendly Energy Services Inc.  relating to an assumed
obligation from the merger with Friendly Energy Services Inc.  valued at
$3.69 per share. s) October 4, 2000, the company issued 59,621 shares of preferred
stock in stock in satisfaction of debt valued at $3.69 per share. t) On October 16, 2000, the company issued  10,000 shares of
preferred stock for  a sign up bonus  valued at $3.69 per share.  During 2000, 11,000 shares of preferred stock were cancelled.
 As of December 31, 2000 the issue was not completely resolved and the
stock agent had not received the returned share certificates.  Therefore
the 11,000 shares are still reflected in the preferred stock balance.   16    6. STOCK
OPTIONS  In
2000, the Company granted stock options for 200,000 common shares to an officer
on October 16, 2000.   The option price is $0.37.  50% vest after
six months from the date of the grant and the remaining 50% vest after one year.
 All options expire ten years from the date of grant.  The Company may
issue additional stock options in the future.  The
following table summarizes the Companys stock option activity.  Number Weighted of Average Shares Exercise
Price Balance,
December 31, 1998 -- $ -- Options
granted and assumed 1,000,000 .37 Options
expired -- -- Options
canceled -- -- Options
exercised -- -- Balance,
December 31, 1999 1,000,000 $ .37 Options
granted and assumed 200,000 .37 Options
expired -- -- Options
canceled -- -- Options
exercised -- -- Balance,
December 31, 2000 1,200,000 $ .37   7. COMMITMENTS
AND CONTINGENCIES  Employment contracts   Thomas Bowers - The Company entered into an employment agreement
with Thomas Bowers effective October 25, 1999.  Pursuant to the terms of
the agreement, Mr. Bowers is to be paid an annual salary of $90,000 in
consideration of which Mr. Bowers agreed to act as the Companys  Chief
Operating Officer.  On October 11, 2000, Mr. Bowers was terminated for
cause.  8. LITIGATION  The
Company is not currently a party to or the subject of any pending legal
proceeding.  9.
 SUBSEQUENT EVENTS  This
is a delayed filing and subsequent events are discussed in the Form 10-KSBs
filed for 2005, 2006 and 2007 and in the Form 10-Qs filed for the first three
quarters of 2008.  Additional delayed filings will be filed shortly for the
period between this report and the just mentioned reports.  17     ITEM 8.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURE.  There have been no
disagreements with Friendly Energy Corporation's auditors since formation of the
company that require disclosure pursuant to Item 304 of Regulation S-B.   ITEM 8A.
 CONTROLS AND PROCEDURES  Evaluation Of
Disclosure Controls And Procedures  Our Chief Executive
Officer, and our Chief Financial Officer, have performed an evaluation of the
Company's disclosure controls and procedures, as that term is defined in Rule
13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of December 31, 2000 and each has concluded that such disclosure
controls and procedures are effective to ensure that information required to be
disclosed in our periodic reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
Securities and Exchange Commission's rules and forms.  Management's
Report On Internal Control Over Financial Reporting  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
 The Company's internal control over financial reporting is a process
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.  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.  Under the supervision
and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, the Company conducted an assessment of the
effectiveness of its internal control over financial reporting as of December
31, 2000.  Based on this assessment, management concluded that our internal
control over financial reporting was effective as of December 31, 2000.
Management's assessment of the effectiveness of the Company's internal control
over the financial reporting period ended December 31, 2000 has been audited by
our auditors, an independent registered public accounting firm, as stated in
their report included herein.  Changes In
Internal Controls  No changes in the
Company's internal controls over financial reporting occurred during the period
ending December 31, 2000 that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial
reporting.  Code of
Ethics  We intend to adopt a
code of ethics in 2007 that applies to our principle executive officer,
principal financial officer, principle accounting officer or controller, other
persons performing similar functions.  18    We
intend to post the text of our code of ethics on our website in connection with
our "Investor Relations" materials. In addition, we intend to promptly disclose
(1) the nature of any amendment to our code of ethics that applies to our
principle executive officer principal financial officer, principle accounting
officer or controller, other persons performing similar functions (2) the nature
of any wavier, including an implicit wavier, from a provision of our code of
ethics that is granted to one of these specific officers, the name of such
person who is granted the waiver and the date of the waiver on our web site in
the future.  We do not currently
have a code of ethics as this is a new regulatory requirement and we are
examining the various form and contents of other companies written code of
ethics, discussing the merits and meaning of a code of ethics to determine the
best form for our Company.   ITEM 9.
 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.  1. Officers and
Directors of the Company DATE
OF APPOINTMENT NAME AGE POSITION TO
BOARD OF DIRECTORS ---------------------------------------------------------------------------------------------------------------------------------------- L.
Craig Morton 56 CEO
& Director May
1999 Stephen
F. McKenery 56 President
& COO November
1999 Donald
Trapp 67 CFO,
Secretary & Director April
1999 Heather
Jantz 26 Treasurer
& Director April
1999  The chart above
specifies Friendly Energy Corporation's officers and directors as of December
31, 2000.  Craig Morton,
CEO.  During the five years prior to joining Friendly Energy, he was
President of BioTherapeutics Corporation, a manufacturer and marketer of
bioactive cleaning and soil remediation products; President of Safety Alert,
Inc., a consulting company on safety in the workplace; and President of Hoop,
Inc., a basketball membership club in the Northwest.  Earlier, Mr. Morton
had an exceptional 18-year professional football career as a National Football
League quarterback for the Denver Broncos, the Dallas Cowboys and the New York
Giants.  As one of the NFLs most valuable quarterbacks, he is a veteran of
three Super Bowls and was named NFL/AFC Player of the Year in 1977. He is also a
member of the College Football Hall of Fame.  His successes in the highly
competitive world of professional team sports set the stage for Craigs career
after football.  Craig has used his notable ability to bring successful
people together to assemble FECs team of energetic and resourceful industry
professionals.  Stephen
McKenery, President and Chief Operating Officer.  He has more than
twenty years experience in the electric power industry across the spectrum from
power generation through transmission, distribution, R&D, business
development and customer service.  He has also been very active in the
development of cost-effective, renewable energy projects.  Prior to joining
Friendly Energy, he was the Chief Operating Officer of Solar Utility Company, a
high-tech energy start-up, where he oversaw business development and a rapid
expansion and 300% growth in volume and revenues.  During 16 years with
Southern California Edison, Mr. McKenery held a number of senior management
positions.  He directed a major R&D program focused on
commercialization of leading-edge technologies including distributed generation,
automated metering, advanced telecommunications and Internet-based network
platforms.  In addition, Mr. McKenery managed and directed the successful
completion of more than 300 energy and telecommunication projects including
hydroelectric, gas, coal, wind, solar and nuclear  19    facilities.
 He was responsible for the completion of Edisons last large generating
station in California, the Balsam Meadow Pumped Storage Hydroelectric Project.
 Mr. McKenery earned his Bachelor of Science in Civil Engineering from Cal
Poly San Luis Obispo, and his MBA from Claremont Graduate University.  Donald Trapp,
Chief Financial Officer and Secretary.  He also serves as the corporations
Secretary.  He has worked as an engineer and financial analyst.  He
was the CFO of Infohighway International, Inc., an Internet service provider.
 Mr. Trapp has a Master of Science degree in Nuclear Engineering from
M.I.T.  Heather Jantz,
Treasurer and Administrative Director.  She oversees the financial and
accounting data for the corporation.  Ms. Jantz is a recent graduate with a
Bachelor of Arts degree from the University of Oklahoma.  She had no
business experience prior to joining FEC.  All directors of the
Company hold office until the next annual meeting or until their successors have
been elected and qualified. All officers serve at the discretion of the Board of
Directors.  There are no familial
relationships between our officers and directors.  Section 16(a)
Beneficial Ownership Reporting Compliance . We believe that our officers,
directors, and principal shareholders have not filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of
Securities), a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).   ITEM 10.
 EXECUTIVE COMPENSATION - RENUMERATION OF DIRECTORS AND OFFICERS.   Name
of Individual or Capacities
in which Aggregate
Remuneration Identity
of Group Remuneration
was received For
1998 For
1999 For
2000 L.
Craig Morton CEO
and Director $
-0- $
120,000 $
 87,600 Thomas
Bowers COO $
-0- $
16,442 $
 68,928 Steve
McKenery President
& COO $
-0- $
-0- $
 23,500 Heather
Janz Treasurer
& Director $
-0- $
14,126 $
 36,184  Stock Based
Compensation.  During the year ended December 31, 2000, $138,375 in
stock based compensation was recorded in our financial statements.  Stock
based compensation is an estimate of the market value of stock granted to
officers, directors, employees.  Transactions with
Promoters  NONE   ITEM 11.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.  The following table
sets forth information as of December 31, 2000, with respect to the ownership of
the Friendly Energy Corporation's common stock by each person known by Friendly
Energy Corporation to be the beneficial owner of more than five percent (5%) of
Friendly Energy Corporation's common stock, by each director and officer and by
all officers and directors as a group.   20    Name
of Address
of Amount
of Shares %
of Outstanding Beneficial
Holder Beneficial
Holder Beneficially
Owned Common
Stock -
------------------------------------------------------------------------------------------------------------------------------ L.
Craig Morton, CEO & Director (1) 401,645 3.2% Donald
Trapp, CFO & Director (1) 448,283 3.5% Heather
Janz, Treasurer & Director (1) 20,000 0.2% Douglas
Financial Corporation (1) 1,131,380 8.9% Douglas
Trust (1) 881,472 6.9% Jetco
Trust (1) 336,220 2.7%  All
Directors and Officers as a group 869,928 6.9%  (1) 502 North
Division Street, Carson City, NV 89703  Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. In accordance with Securities and Exchange Commission rules, shares
of our common stock which may be acquired upon exercise of stock options or
warrants which are currently exercisable or which become exercisable within 60
days of the date of the table are deemed beneficially owned by the optionees.
Subject to community property laws, where applicable, the persons or entities
named in the table above have sole voting and investment power with respect to
all shares of our common stock indicated as beneficially owned by them.
 Currently there are only the stock options listed above issued or
outstanding.  Changes in
Control. Our management is not aware of any arrangements which may result in
"changes in control" as that term is defined by the provisions of Item 403(c) of
Regulation S-B.   ITEM 12.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.  NONE  All related party
transactions are in the normal course of business and are measured at the
exchange amount, which is the amount of consideration established and agreed to
by the related parties.  ITEM 13.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES 1.
Audit Fees: Aggregate fees billed for each of the last two (2) fiscal years for
professional services rendered by the principal accountant for the audit of the
annual financial statements and review of financial statements included on Form
10-KSB: 1999:
$0 2000:
$2,000 2.
Audit-Related Fees: Aggregate fees billed in each of the last two (2) fiscal
years for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the financial
statements and are not reported previously. 1999:
$0 2000:
$0 3.
Tax Fees: Aggregate fees billed in each of the last two (2) fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning. 1999:
$0  21    2000:
$0 4.
All Other Fees: Aggregate fees billed in each of the last two (2) fiscal years
for products and services provided by the principal accountant, other than the
services previously reported. 1999:
$0 2000:
$250 5.
Audit Committee Pre-Approval Procedures. The Board of Directors has not, to
date, appointed an Audit Committee.  ITEM 14.
 EXHIBITS  Exhibit 1  Answers
to S.E.C. staff comments and Amended Form 10-SB.  Exhibit 31.1 -
Amended Section 906 Certification of Periodic Report of the Chief Executive
Officer.   Exhibit 31.2 -
Amended Section 906 Certification of Periodic Report of the Chief Financial
Officer.   Exhibit 32.1 -
Amended Section 302 Certification of Periodic Report of the Chief Executive
Officer.   Exhibit 32.2 -
Amended Section 302 Certification of Periodic Report of the Chief Financial
Officer.  The following
documents are incorporated by reference in this Form 10-KSB/A:  NONE   SIGNATURES Pursuant to the
requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the
Company has duly caused to be signed on its behalf by the undersigned, whereunto
duly authorized.  FRIENDLY ENERGY
CORPORATION Date: February 28,
2009  By: /s/ Douglas
Tallant --------------------------- Douglas Tallant,
Director and President  Pursuant to the
requirements of the Securities and Exchange Act of 1934, this amended report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates included.  Date: February 28,
2009  By: /s/ Donald
Trapp ----------------------------- Donald Trapp,
Director     22    Exhibit
1  Responses to S.E.C. Staff Comments and Amended Form 10-SB


(a)
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2000


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34    (b)
  Cover Letter to S.E.C. Staff Keying Responses to the Staff
Comments  FRIENDLY
ENERGY EXPLORATION  February 28, 2009  Ms. Leslie A.
Overton, Associate Chief Accountant U. S. Securities and
Exchange Commission 100 F Street, N.
E. Washington, D.C.
20549-5546  Re:  File No.
0-31423  Your Letter of July 29, 2008 which Requested that We Respond to the
Form 10-SB Comment Letter of October 3, 2000  Dear Ms. Overton:  We
are including this letter as Exhibit 1 in connection with our filing the 2000
Form 10-KSB.  This letter provides our responses to the original Comment
Letter of October 3, 2000.  We have keyed our responses to the staff
comments.  The listed paragraph numbers correspond to the paragraph numbers
in the Comment Letter.  An amended registration statement responding to the
comments is also included with the 2000 Form 10-KSB as a part of Exhibit 1.  We
had intended to file the 2000 Form 10-KSB and other 10-K and 10-Q forms which
had not been filed shortly after receiving your letter of July.  However,
it was a considerable job to prepare all of these reports, and there was a
further delay due to a death in my family.  The
following responses are written based on our knowledge as of early 2001. General  1. Registration
Statement Effective Date.  No response required. 2. Public
Offering in 1977.  Note 3 to the financial statements indicates that
Douglas Financial Corporation received 750,000 preferred shares for services.
 This was not a public offering. 3. Investor
Relations on Website.  The website had not been updated since we
originally posted the website in1999.  We have removed any mention of
shares and have simply shown an email address for further information.  We
have sold no securities in response to inquiries from the website. 4. Projected
Revenues on Website.  We have removed the statement about projected
revenues of over $40 million for the year 2000 from the website Part
1 5. Development
Stage Company.  We have added a statement in the fourth paragraph of
Item 1Description of Business that we are a development stage
company. 6. Transactions
Leading to Current Structure.  BioTherapeutics Corporation and
Granite Development Corporation is the same corporation; there was a name change
in 1997.  To clarify, we have changed the name BioTherapeutics to Granite
Development in paragraphs 2 and 3 and indicate the original name of
BioTherapeutics in parenthesis on the first mention of Granite Development.  35    7. California
Electric Power Industry.  The U. S. Department of Energy figures for
the California electric power industry is $20.2 million for 1999 (Electric
Power MonthlyMarch 2000).  However, we have removed the statement about
the California electric power market from the Form 10 as not material. 8. Nevada
ASP.  We have removed the statement that we prepared an application
to become a Nevada registered alternative energy service provider as not
material. 9. Package
of Services.  We have removed the word comprehensive so that the
sentence now shows some of the additional services we intend to provide. 10. Products
Developed.  It is not our intention to develop products.
 Rather we are offering services.  Therefore, we have removed the word
products from page 4 and from Audit Note 1. 11. Electronic
Data Interface.  Electricity which we will sell is transmitted over
the power lines of electric power companies such as Southern California Edison.
 We need an Electronic Data Interface (EDI) to interface with the electric
power companies accounting systems so that we can properly bill our clients. 12. Alternative
Pricing Structure.  Residential and small to medium sized business
are generally charged the same rate for service throughout each day and billing
period regardless of the actual cost to the major electric service providers
such as Southern California Edison.  As a result, consumers cannot control
their electricity costs by varying the times during which they use electricity
and the reliability of service they desire. We plan to offer
customers an alternative pricing structure that charges variable rates depending
on the time of day and the season. 13. Green
Power.  Green power is power from renewable sources such as solar
and wind. 14. Market-Based
Pricing Model.  By Market-Based Pricing Model, the State of
California means that electricity customers will be given the opportunity to pay
prices which vary during the day and during a billing cycle depending on local
and regional demand.  Customers will therefore have the opportunity to
manage their electric demand during the day and during the billing period (e.g.,
reducing energy consumption during certain peak periods) in such a manner as to
lower their costs.  Significant savings are possible by controlling usage
during times when the cost of power is several times more expensive than the
annual average price. 15. Direct
Marketing.  We have begun marketing in California and Nevada to
small and medium sized businesses.  We have several salespersons who are
contacting these businesses by phone and by visits.  We began marketing in
June 2000 and have six salespersons engaged in this marketing.  We have
already received some letters of intent. We do not know how soon we will begin
supplying power to customers because we are still working on electric supply
contracts, which has been made difficult by the tight supplies. 16. Nevada,
etc. Time Frame.  We have begun marketing in California and Nevada
to small businesses.  We are registered as Electric Service Provider in
California.  We are in the process of applying to be an Electric Service
Provider in Nevada.  We are looking into the requirements to become an
Electric Service Provider in Colorado. 17. Vast
Market Potential.  We have removed the sentence. 18. Principal
Suppliers.  We do not expect to purchase much from the California
Power Exchange since it is a spot market.  We are looking for longer-term
supply contracts. 19. California
Power Exchange.  The California Power Exchange (PX) was set up in
1998 as a central exchange where buyers-the state's three investor-owned
utilities-and sellers-energy service providers and generating companies-would
match their bids and offers. The PX marketplace purchases power in the spot
market.  Under the deregulation law passed in 1996, California's
investor-owned utilities (IOUs) were not allowed to enter into long-term
contracts.  They were mandated to purchase electricity  36    in
the day-ahead and day-of spot market.  Independent Electric Service
Providers such as Friendly Energy are not required to buy only in the spot and
day-ahead market. 20. Competitively
Priced Power.  Based on events since we filed the Form 10-KSB, such
as soaring wholesale electricity rates and occasional blackouts in California,
we no longer believe that competitively priced power will continue for
approximately the next three to four years.  Nor can we be certain that
beyond the four year period that new lower-cost power suppliers will become
available through new construction primarily in the southwestern United States.
 Therefore, we have removed these statements. 21. Power
Supply Contracts.  We have not entered into any power supply
contracts to date. 22. ESP
Service Agreements.  Under California energy deregulation, it is
necessary to qualify as an Electric Service Provider.  Our Agreements are
for an indefinite term; they will terminate only if we are in default of the
agreement or enter into a new agreement.  The Agreements govern the
business relationship between the parties by which the ESP shall offer
electrical energy services, including account maintenance, billing services,
electrical meter installation, and meter reading services. 23. Direct
Access Tariff.  We are uncertain as to the effect of a conflict
between our ESP Service Agreements and direct access tariffs. 24. Governmental
Regulations.  Based on events mentioned in 20. above, we are taking
a closer look at how current and future government regulations in California and
Nevada will impact us.  We are not considering becoming Electric Service
Providers in Arizona, Colorado or Utah at this time. 25. Research
and Development.  The cost of developing relationships and
opportunities and obtaining approvals as an electric service provider are
startup costs which will not be charged directly to customers. 26. Financial
Information Limited in Scope.  The sentenceAccordingly, the
financial information furnished with this registration statement is limited in
scope.has been removed from the first paragraph of Item 2, MD&A.
 This sentence was not appropriate. 27. Income
vs. Revenue.  In the second paragraph of Item 2, MD&A, the two
occurrences of income have been changed to revenue. 28. Going
Concern.  We have added a statement about the companys ability to
continue as a going concern and disclosed the amount of additional funding
required in Item 2, MD&A. 29. Electronic
Data Interface Costs.  The Electronic Data Interface interfaces with
the electric power companies accounting systems so that we can properly bill our
clients.  We have started developing the software, but do not yet have an
estimate of the total likely cost. 30. Revenue
Expectations.  To begin earning revenue we must complete our
Electronic Data Interface system, complete our back office system, and enter
into one or more agreements with electric wholesale suppliers.  We do not
have a date when these conditions will be met. 31. Working
Capital Note.  The paragraph has been amended to show the terms of
the note. 32. Markets
Which Are Not Yet Deregulated.  The website you saw had not been
updated since we originally posted the website over one year ago.  We have
changed the website to be consistent with the amended Form 10-SB which now
indicates that during the next twelve months, we plan to begin servicing
customers, first in California and then in Nevada, as soon a deregulation goes
into effect. 33. Demand
Side Management.  Demand Side Management means managing the use of
electricity (the demand) to lower costs by increasing use when electricity is
cheaper (e.g., late at night) and reducing use when it is expensive.  37    34. Cash
Requirements.  We have amended the third paragraph to show how long
our current cash-on-hand will satisfy our cash requirements and we have shown
operating expenses for the next year. 35. Seasonality
and Market Volatility.  If market volatility continues, it could
adversely affect our plan of operation.  The market is very stressed, and
our operations may be delayed. 36. Revising
of Forward Looking Statements.  We have revised the second paragraph
to clarify that we may revise forward-looking statements in accordance with
reporting obligations. 37. Risk
Factors.  We have deleted the reference to risk factors in the last
sentence. 38. Research
and Development Plan.  We are preparing an application to become an
electric service provider in Nevada, we are developing our Electronic Data
Interface system, developing our back office systems, and searching for
wholesale electric suppliers. 39. Satellite
Offices.  The satellite offices in Nevada, Arizona, and Colorado are
small executive suite type offices which are being used for sales purposes. 40. Beneficial
Ownership.  We have revised the table to show the total beneficial
ownership of Mr. Morton and Mr. Trapp and have added footnotes to show the
shares held directly and by their affiliates. 41. Douglas
Trust Shares.  We have added a footnote to the table to show that
Douglas Trust acquired 95% of the shares of the corporation in 1996 but
currently has only 6.9% of the currently issued shares. 42. Thomas
Bowers Shares.  Mr. Bowers has no shares in the corporation. He was
terminated from the corporation on October 11. 2000. 43. Beneficial
Owner Addresses and Rights.  We have added a footnote with
addresses.  We have added preferred shares to the table.   Also,
we have added footnotes showing qualified options granted.  (As noted in
#47 below, the corporation has not granted any non-qualified options.) 44. Business
Experience.  We have amended the resumes of officers and directors
to more clearly show their business experience during the past five years.
 Note that Tom Bowers has been replaced by Stephen McKenery, who is both
President and COO.  None of the directors hold other directorships in
reporting companies. 45. Compensation.
 The first paragraph and the table have been amended to show all plan and
non-plan compensation; there is no deferred compensation.  There was no
compensation paid to CEOs prior to Mr. Morton as shown by a footnote. 46. Fair
Market Value.  The fair market value of the restricted stock awards
is shown by footnote. 47. Non-qualified
Stock Options.  Note 4 to the Financial Statements was wrong.
 The stock options granted were qualified Incentive Stock Options.
 The Incentive Stock Option Plan was provided as Exhibit 6.4.  We have
corrected the Financial Statements.  The Incentive Stock Options are now
disclosed in a table in the registration statement. 48. Directors
Cash Fee.  The Directors are not paid a cash fee for attending
meetings.  The phrase and may receive a cash fee for attending meetings
was incorrect and has been deleted. 49. Terms
of Stock Incentive Program.  A table has been added (as mentioned in
#47) including a footnote regarding vesting. 50. Proposed
Transactions.  We have clarified that there are no proposed
transactions. 51. Promoters.
 Mr. Vogel was not a promoter.  The corporation was organized in 1993.
 Mr. Vogel assisted the officers and directors in selling some shares under
a Reg. D Private Placement Offering in 1998.  38    52. Material
Rights of Preferred Shares.  We have amended the paragraph to show
the material rights of currently outstanding shares of preferred stock.  We
have also corrected the notes to the Financial Statements. 53. Change
in Control.  There are no provisions in the By-laws that would
delay, defer or prevent a change in control. Part
2 54. Bid
Information.  The high and low bid information is from
Bloomberg.com. 55. No
Established Public Trading Market.  At the time of the filing we
were publicly trading on the "electronic pink sheets" on an unquoted basis.
 NASD approval was granted on June 26, 2000, which was prior to the filing
on August 31, 2000.  Therefore, no disclosure is required 56. Recent
Sales.  In Item 4 we have named the persons or identified the class
of persons that purchased the sercurities. 57. James
Vogel and JV & Associates.  The Registration D, Rule 504
Offering shares were sold by James Vogel of JV and Associates to four
non-accredited purchasers who signed questionnaires showing that they were
sophisticated investors.  Neither Mr. Vogel nor his firm JV &
Associates was an underwriter as they did not purchase shares from the Company
and then resell them nor participate in any such undertaking as defined in
Section 2(a)(11) . 58. Shares
for Services and Preferred Shares.  We have amended the Item 4 to
show all common and preferred shares issued for either cash or services.
 Also, the Financial Statements, Statement of Changes in Stockholder
Equity, has been corrected to show that the 2,625,000 shares issued in 1997 were
issued for cash not for services. Financials 59. Audit
of Cumulative Information.  The cumulative information was part of
the audit by Boros & Farmington, P.C. and cumulative columns were provided
in the financials even though not stated explicitly in their letter that
accompanied the report.  In addition, the later audit by DeJoya Griffith
& Company, which was a part of the Form 10-KSB filing for 2005, audited the
cumulative information back to January 7, 1993 (the date of inception) as stated
in their letter that accompanied the 2005 report. 60. Common
Shares Outstanding.  The face of the Balance Sheet has been revised
to show the number of common shares outstanding. 61. Revenue
Caption.  A revenue caption has been added. 62. Cash
Used by Operations.  We have revised the operating section of the
audited and interim statement of cash flows to show that cash was used by
operations and not provided from operations. 63. Organization.
 We have amended page 3 of the document and Note 1 in the Financial
Statements to be consistent.  Note that the confusion about the names
BioTherapeutics and Granite Development has been cleared up as discussed in
#6. 64. Organization
Costs.  We have revised the financials to expense organization
costs. 65. Long-Lived
Assets.  Our policy for determining whether a long-lived asset is
impaired is to   measure the difference between the carrying amount on
the books and the fair value of the asset.  If the fair value is less than
the carrying amount, we will record an impairment loss equal to the
difference. 66. Due
from Officers.  A footnote has been added.  There are no other
related party transactions.  39    67. Preferred
Stock.  Note 4 has been revised to show all significant terms
including a liquidation preference. 68. Deemed
Liquidation Events.  There are no deemed liquidation events contained
in preferred stock agreements. 69. Stock
Options.  The paragraph has been corrected to show (1) that the options
are incentive stock options not non-qualified options, (2) to show that they
have been granted only to officers and not to advisors, and (3) to show that a
total of 700,000 shares were granted.  We have added the exercise price and
the date of grant. 70. Additional
Stock Option Information.  We granted stock options to three
officers on August 6, 1999 for a total of 500,000 shares.  No stock options
were granted to advisors. The fair market value was determined as $0.37 per
share.  Note 4 has been revised to more clearly explain the stock option
grant. 71. Cancellation
of Common Stock.  Of the shares distributed as a part of the
spinout, 46,250 shares were issued in error and were later canceled.  We
have added this explanation to Note 4: Cancellation of Common Shares of the
Audited Financials and Spin-out of Wholly Owned Subsidiary (FS-1). 72. Order
of Presentation.  In our reports we are now consistently putting the
current period before the prior period.  We have not included an interim
statement as of June 30, 2000 in the amended Form 10-SB as the Form 10-KSB for
2000 presents information for all of 2000. 73. Preferred
Stock Sale.  As mentioned in 72. above, we have not included an
interim statement as of June 30, 2000 in the amended Form 10-SB.  The Form
10-KSB for 2000 presents the preferred stock sales information. 74. Sale
of a Note.  The third paragraph of the MD&A has been removed.
 The sale of a note was shown in error and is not included in the
financials. Exhibits 75. Bylaws.
 The original name of the corporation was Eco-Systems Marketing
Corporation.  The Bylaws have not changed from the original Bylaws which
were presented as Exhibit 2.6. We have
amended the registration statement as discussed above, including:  1. Amended
Form 10-KSB 2. Revised
FS-1: Audited Financial Statements for December 31, 1999 Respectfully
yours, /s/
Donald L. Trapp Donald L. Trapp Chief Financial
Officer  502
North Division Street Phone:
 (702) 953-0411 Carson
City, NV 89703 Fax:
(702) 987-1355   40    (c)
 Amended Form 10-SB   SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-SB  General Form for Registration of Securities Of Small Business Issuers Under Section 12(b) Or 12(g) of the Securities Act of 1934   FRIENDLY ENERGY CORPORATION (Name of Small Business Issuer in Its Charter)   Nevada 91-1832462 (State
or Other Jurisdiction of (I.R.S.
Employer Incorporation
or Organization) Identification
No.)   4275
Executive Square, Suite 250, San Diego, California 92037 (Address
of Principal Executive Offices)
                      (Zip
Code)   (858) 622-1200 (Registrant's Telephone Number, Including Area Code)   Securities
to be registered pursuant to Section 12(b) of the Act:  Title
of Each Class Name
of Each Exchange on Which To
be so Registered Each
Class is to be Registered  N/A N/A   Securities
to be registered pursuant to Section 12(g) of the Act:  Common Shares, Par Value $0.001 (Title of Class)   41    FRIENDLY ENERGY CORPORATION FORM 10-SB TABLE OF CONTENTS   No.
         Title Page
No.  PART I  Item
1.     Description of Business 43 Item 2.
    Management's  Discussion  and  Analysis
or Plan of Operations 47 Item
3.     Description of Property 50 Item 4.
    Security Ownership of Certain Beneficial Owners and Management 50 Item 5.
    Directors and Executive Officers, Promoters and
Control Persons 52 Item
6.     Executive Compensation 53 Item
7.     Certain Relationships and Related Transactions 54 Item
8.     Description of Securities 54   PART II  Item
1.     Market Price of and Dividends on the Registrants Common
Equity and Related Shareholder Matters 56 Item
2.     Legal Proceedings 56 Item
3.     Changes In and Disagreements with Accountants 56 Item
4.     Recent Sales of Unregistered Securities 56 Item
5.     Indemnification of Directors and Officers 59   PART F/S  Financial
Statements 59   PART III  Item
1.     Index to Exhibits 70 Item
2.     Description of Exhibits 70 Signatures 71  42    PART I  ITEM
1.  DESCRIPTION OF BUSINESS  General  The
Registrant, Friendly Energy Corporation, is a Nevada corporation which was
incorporated on January 7, 1993 as Eco-Systems Marketing Corporation.  It
was originally formed for the purpose of marketing ecologically sound products.  On
January 2, 1996, Granite Development Company (named BioTherapeutics Corporation
at the time), a public Company, purchased all of the shares of the Registrant.
 On July 17, 1996, Douglas Trust purchased 95% of the shares of the
Registrant from Granite Development Corporation.  On
April 21, 1997, the Registrant changed its name to Rama Financial Corporation
and changed its purpose to the development of certain mineral deposits.
 Subsequently, on June 24, 1997, Granite Development Corporation
distributed all of its remaining shares of the Registrant to its shareholders in
a spin out distribution.  On
April 12, 1999, the Registrant changed its name to Friendly Energy Corporation.
 It changed its primary purpose to selling electric power and related
services to businesses and industry in the newly deregulated electrical energy
markets, starting with California.  The Registrant is a development stage
company as defined in Statement 7 of the Financial Accounting Standards
Board.  The
Registrant qualified as an electric service provider with San Diego Gas &
Electric on January 10, 2000, Southern California Edison on May 15, 2000 and
Pacific Gas & Electric on May 18, 2000.  In
marketing power to business and industry owners, the Registrant plans to offer a
package of services to earn additional revenue, including meter services, demand
management services and audit services.  The
primary sources of the Registrant's revenues are anticipated to be from the
resale of energy purchased on a wholesale basis and from the sale of other
services.  On
December 27, 1999, the Registrant filed an Information and Disclosure Statement
with the National Association of Securities Dealers, Inc. ("NASD") pursuant to
Rule 15c2-11 to become a publicly traded nonreporting Company on the OTC
Bulletin Board.  On June 26, 2000, the Registrant was notified by the NASD
that its shares were qualified for trading on a nonquoted basis on the
"electronic pink sheets," where the Registrant's common stock is currently
trading under the symbol "FDEG".  Since the Registrants securities have
not been previously quoted on the OTC Bulletin Board, the Registrant's
securities will not be eligible for trading on the OTC Bulletin Board until its
Form 10SB Registration Statement clears comments with the Securities and
Exchange Commission, and the Registrant remains current in its reporting
requirements.  Principal
Services  43     To
date the Registrant has devoted substantially all of its efforts and resources
to its development as an energy service provider.  The Registrant plans to
sell electric power and ancillary services to targeted segments of the economy,
e.g., businesses that can efficiently manage their energy demands and businesses
that use significant off-peak power.  The Registrant plans to attract
customers by reducing electricity consumption costs.  Under current
regulation, most customer rates are based on average embedded costs.
 Customers generally receive a single, high level of service reliability
and are charged the same rate for service throughout each billing period
regardless of the actual cost to the utility.  As a result, consumers
cannot control their electricity costs by varying the times during which they
use electricity and the reliability of service they desire. The Registrant plans
to offer customers an alternative pricing structure that will save them money on
their electric bills.  The Registrant also plans to save customers money by
offering ancillary services, including meter services, demand management
services and audit services.  The Registrant also plans to sell green
power to environmentally concerned consumers.  For
certain customers, the Registrant plans to act as an energy aggregator to
provide businesses with the opportunity to pool together into a common buying
group to make larger, more economical purchases of energy. The Registrant
intends to market to various types of organizations, including apartment
complexes, business associations, and trade groups.  The Registrant also
intends to market to commercial customers in close proximity to each other,
including shopping centers, recreational areas, water and school districts,
industrial parks, strip malls, and other business centers.  A
market-based pricing model has been adopted in California and it is anticipated
that it will be adopted in other states.  This places a premium on the
ability to control or displace energy consumption during certain peak periods
and, therefore, significantly improves the economics of various devices and
energy management systems.  Significant savings are possible by controlling
usage during times when the cost of power is several times more expensive than
the annual average price.  .  The
Registrant also plans to offer communication and information management systems
to provide customers with continuously updated details of monthly energy use by
certain major appliances or by certain pricing categories. This information will
enable energy customers to estimate energy cost impacts and potential efficiency
improvements.  Distribution
Methods of the Services  The
Registrant has begun its direct marketing of energy services to businesses.
 The Registrant is building upits
sales force of independent contractors working under the guidance of the
Director of Marketing and regional managers.  The regional managers will be
responsible for goals established in regard to the performance of their team
as well as meeting individual sales goals. Most of the compensation will be
performance based, with a small salary, commissions on individual sales and
overrides on the performance of representatives under their control.  The
sales force is expected to market the Registrants products and services through
key contacts with "decision makers" in businesses and organizations.  The
Registrant plans to advertise its services in various media.  The
Registrant also plans to advertise through direct  44    mail,
telemarketing, web marketing, and teleconferencing symposiums.  The
Registrant intends to maintain a strong Internet presence; the Registrants
current web site will be enhanced not only to feature information on Friendly
Energy, but also to provide industry articles of interest and other items that
may be of interest to a web site visitor. An interactive web site is planned for
the future, which will allow potential customers to enroll with the Company
on-line and will allow existing customers to access data on their individual
accounts. The Company will also develop links to other sites of interest to
electricity consumers.  .  The
Registrant plans to replicate its operating model in other states as they
deregulate.  After California, the marketing focus will be Nevada, Arizona
and Colorado.  There are more than 40 states at various stages of
electricity deregulation.  Competition  Approximately
thirty (30) Electric Service Providers (ESPs) in addition to the Registrant are
currently qualified to sell electricity in California.  The market can be
divided into three major segments: (1) large industrial customers, (2) small to
medium-sized commercial customers, and (3) residential customers.  The
Registrant does not intend to market to residential customers.  The most
competitive market is the large industrial segment.  Many of the large ESPs
have targeted industrials as their sole marketing focus.  While the
Registrant also intends to penetrate this market, its emphasis is on the small
to medium-sized commercial customers.  In this market segment approximately
five firms offer direct competition to the Registrant.  Most of the
Registrant's competitors have longer operating histories, greater name
recognition, larger installed customer bases, and greater financial, technical,
and marketing resources than the Registrant.  There is no assurance that
the Registrant will be able to compete successfully in the energy business.  Principal
Suppliers  The
principal supplier of electricity in California is the California Power Exchange
which was set up in 1998 as a central exchange where buyers-the state's three
investor-owned utilities-and sellers-energy service providers and generating
companies-would match their bids and offers..  In addition the Registrants
suppliers are wholesalers including electrical power suppliers in the Western
United States.  The Registrant is currently in negotiations to secure bulk
supplies both through power marketing firms specializing in this area and direct
solicitation of power sources.  Additionally, other power generation
sources are being negotiated with to establish more exclusive business
relationships between the generation and wholesale markets to service the
Registrants retail operations.  Power supply contracts are obtained from
these low-cost sources as customer loads grow to the levels that permit economic
purchases.  We have not as yet entered into any power supply contracts.  Dependence
on One or a Few Customers  The
Registrant will not depend on one or a few customers.  The Registrant's
products and services require a large customer base.  Patents,
Trademarks, and Licenses   45    The
Registrant has not applied for any patents and does not intend to do so in the
foreseeable future.  The Registrant has not been issued any registered
trademarks for its "Friendly Energy" trade name. The Registrant recently filed a
trademark application with the United States Office of Patents and Trademarks
for its trade name.  No assurance can be given that the Registrant will be
successful in obtaining any trademarks, or that the trademarks, if obtained,
will afford the Registrant any protection or competitive advantages.  The
Registrant qualified as an electric service provider with San Diego Gas &
Electric on January 10, 2000, Southern California Edison on May 15, 2000 and
Pacific Gas & Electric on May 18, 2000.  The Agreements govern the
business relationship between the parties by which the ESP shall offer
electrical energy services, including account maintenance, billing services,
electrical meter installation, and meter reading services.  Government
Approvals  The
Registrant does not require specific governmental approvals at the federal level
to transact business as an Electric Service Provider.  The Registrant does
not require governmental approvals from the State of California to transact
business as an Electric Service Provider since it does not intend to sell to
residential customers.  An application has been prepared by the Registrant
to become a registered alternative service provider in Nevada.  The
Registrant will apply for any necessary governmental approvals in other states
as requirements are established.  Government
Regulations  There
is extensive government regulation of the electric power industry.  At the
federal level, the Federal Energy Regulatory Commission ("FERC") regulates the
purchase and sale of energy and power.  The individual states  Public
Utilities Commissions regulate utilities and other purchasers and sellers of
power at the state level.  The
trend over the last ten years has been to deregulate more and more of the
industry.  The 1992 National Energy Policy Act allowed more types of
unregulated companies to generate and sell electricity.  In September 1996,
the California legislature passed landmark legislation, which fundamentally
changed California's electric services industry by introducing competition and
consumer choice.  Other states are following suit.  The effect of
changing government regulations is expected to be very positive for electric
service providers.  Research
and Development  The
Registrant has spent approximately $1,500,000over the past one
and one-half years in developing relationships and opportunities and obtaining
approvals as an electric service provider.  These development costs will
not be borne directly by customers.  Compliance
with Environmental Laws  As
an Electric Service Provider, the Registrant does not assume any of the
responsibilities associated with environmental compliance laws or regulations.
The Registrant may, indirectly, be impacted by the cost of environmental
compliance by some of the power  46    plants
from which it purchases power, but the Registrant will seek other power sources
if any are found to have substantial environmental problems.  Employees  The
Registrant currently has nine full time employees.  Consultants and
specialized professional support in the legal, financial, and computer
operations are retained on a part-time, as needed, basis.  Litigation  The
Registrant is not currently a party to or the subject of any pending legal
proceeding.  Reports
to security Holders  The
Registrant has voluntarily filed the Form 10-SB in order to become a fully
reporting company.  This filing was undertaken in order to be eligible for
an initial listing on the NASD OTC Bulletin and a listing when qualified on the
NASDAQ Small Cap Market.  By virtue of being so listed as a publicly traded
company, the Registrant will have access to the public markets for fund raising
to assist it with its in Research and Development efforts and for the marketing
of its products and services.  This
Registration Statement will become automatically effective as of 60 days from
the date of filing and consequently, the Registrant will be required to file
annual reports in accordance with the Securities Exchange Act of 1934.  The
public may read and copy any materials filed with the SEC at the SECs Public
Reference Room at 450 Fifth Street, N.W. Washington, D.C. 20549.  The
Public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.  The SEC maintains other information
regarding issuers that file electronically with the SEC.  The address of
that site is (www.sec.gov).  The Registrants Internet address is
www.friendlyenergy.com.   ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS  The
primary activities of the Registrant to date have been to form the Company,
assemble a management and consultant team, identify markets, develop products,
and obtain initial capitalization.  In addition, the Registrant has
commenced marketing energy and related services to small and large businesses in
California, Nevada and Arizona.  The Registrant has also begun development
of its Electronic Data Interface (EDI) system to interface with suppliers and
utilities.  The Registrant has not had revenues from operations to date.  Since
the inception of January 7, 1993 through December 31, 1999, the Registrant has
had no revenue and has had costs and expenses of $653,794, including $332,587 in
consulting fees.  At December 31, 1999, the Registrant had working capital
of $12,841, which included $8,687 in cash.   47    The
Registrants auditors have noted the following: The Company has minimal capital
resources presently available to meet obligations which normally can be expected
to be incurred by similar companies, and with which to carry out its planned
activities.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management estimates that the
Company will need approximately $4 million between now and October 2001, mainly
for deposits with energy wholesalers, in order to remove the going concern
opinion.  Plan
of Operation  Over
the next twelve months, the Registrant plans to continue marketing energy and
related services to small and large businesses in California and Nevada.  Also
during the next twelve months, the Registrant plans to begin servicing
customers, first in California and then in Nevada, as soon a deregulation goes
into effect.  Services will include auditing services, metering services,
monitoring services and billing services.  The Registrant will assist
customers in reducing demand, especially peak period demand through consulting
services and demand side management.  The Registrant will also enhance
its web site to handle routine customer inquiries.  In addition, the
Registrant will complete its Electronic Data Interface (EDI) system.  The
implementation and expansion of the Registrants business will require a
commitment of substantial funds.  The Companys current cash on hand will
satisfy cash requirements for less than one month.  Operating expenses for
2001 are estimated at $1,341,000 including $607,000 for salaries, $66,000 for
professional services, $140,000 for rent and $48,000 for travel.
 Additional funding will be required in the future to satisfy capital
requirements for the Registrant.  Issuing additional equity will result in
dilution to the existing shareholders.  If adequate funds are not
available, the Registrants business could be adversely affected since
internally generated funds are not expected to be sufficient to fund the
Registrants expansion needs in the in the next twelve months.  At present,
there are no funds committed to the Registrant, and no offer for equity or debt
financing is imminent.  The
Registrant plans to raise approximately $10,000,000 over the next twelve months
to expand its marketing activities, implement an Electronic Data Interface (EDI)
system, and fund operational activities.  The Registrant plans to raise
these funds through the sale of preferred shares and through a registered public
offering beginning in the fourth quarter of 2000.  The
market for electric energy and related services is characterized by rapidly
changing relationships among the generators, the utilities which provide
transmission and distribution, and the electric service provider resellers (such
as the Registrant) due to ongoing deregulation of the electric energy markets.
 In addition, the market for electric energy is characterized by
seasonality.  Therefore, the Registrants success is dependent upon its
ability to develop favorable relationships with generators and utilities and to
identify, anticipate and adapt to changes in the industry.  There
can be no assurance that competitors will not market electric energy services
and related products that have certain competitive advantages over those of the
Registrant.  Furthermore, the markets for the Registrants products may be
particularly volatile due to the changing industry brought about by
deregulation.  The Registrant will rely on the experience of its management
team to make strategic decisions with respect to its operations.  In
addition, the  48    Registrant
will rely on experienced consultants, which it has engaged in the areas of
electric deregulation and EDI systems.  There
are no known trends, events, or uncertainties, other than those discussed above,
that have had or are reasonable expected to have a material impact on the net
sales or other revenues from continuing operations of the Registrant.  Other
than those discussed above, the Registrant is unaware of any material events and
uncertainties that would cause its reported financial information not to be
indicative of future operating results or of its future financial condition.  Cautionary
Statement Regarding Forward-Looking Statements  Certain
statements contained in this report regarding matters that are not historical
facts are forward-looking statements.  Because such forward-looking
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.
 Factors that could cause actual results to differ materially include, but
are not limited to, competition, the demand for the Registrants products, and
other factors identified from time to time in the Registrants filings with the
Securities and Exchange Commission.  The
Registrant undertakes no obligation to release publicly any revisions to
forward-looking statements to reflect events or circumstances after the date of
this report or to reflect the occurrence of unanticipated events.  However,
the Registrant may revise forward-looking statements in accordance with
reporting obligations.  R&D  The
Registrant plans to continue developing relationships and opportunities and
obtaining approvals as an Electric Service Provider.  In addition, it will
continue development of its EDI systems.  Plant
and Equipment  The
Registrant does not plan to purchase or sell a plant or significant equipment
during the next twelve months.  The Registrant plans to develop and install
computer based customer relationship management software as well as an
Electronic Data Interface (EDI) system that will allow communication directly to
the utilities for information interchange.  In California, an EDI system is
a requirement placed on individual electric service providers by the utilities
as soon as the number of customers served is greater than twenty-five.  Employees  The
Registrant plans to expand the number of employees from nine (9) to twenty
 (20) over the next twelve months.    49    ITEM
3.  DESCRIPTION OF PROPERTY   The
Registrants principal office is located at 4275 Executive Square, Suite 250, La
Jolla, CA 92037.  This office occupies approximately 3,100 square feet of
office space at a monthly rent of $7,468, plus a pro rata share of building
operating expenses. The Registrant's sublease terminates in February 2002.   ITEM
4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   The
following table sets forth sets forth information as to the shares of common
stock owned as of August 15, 2000 for:  I. Each
person who beneficially owns so far as the Registrant has been able to
ascertain, more than 5% of the outstanding 12,684,973 shares of the
Registrant, II. Each
Director, III. Each
of the Officers named in the summary compensation table, and IV. All
the Directors and Officers as a group unless otherwise indicated in the
footnotes below on the table is subject to community property laws where
applicable, the persons as to whom the information is given have sole investment
power over the shares of common stock.   50     Title
of Class
Name
& Address1 of Beneficial Owner of Shares
Position
Amount of shares held by Owner

Percent of ClassCommon
L.
Craig Morton2
CEO
& Director
401,645

3.2%Preferred3
L.
Craig Morton
CEO
& Director
1,000

0.2%Preferred
Stephen
K. McKenery
President
10,000

2.2%Common
Donald
L. Trapp4
CFO
& Director
448,283

3.5%Preferred
Donald
L. Trapp
CFO
& Director
11,000

2.4%Common
Heather
Jantz5
Treasurer
& Director
20,000

0.2%Preferred
Heather
Jantz
Treasurer
& Director
3,500

0.8%Common
Douglas
Trust

881,472

6.9%Preferred
Douglas
Trust

83,300

18.3%Common
Douglas
Financial Corp.6

1,131,380

8.9%Preferred
Douglas
Financial Corp.

63,731

14.0%Common
Jetco
Trust

336,220

2.7%Preferred
Jetco
Trust

124,386

27.3%Preferred
Erato
Trust

127,530

28.0%All
Executive Officers & Directors as a Group
Common:
869,928

6.9%Preferred:
25,500

5.6%  ______________________ 1 The addresses are: All officers: 4275
Executive Square, Suite 250, La Jolla, CA 92037; Douglas Financial Corporation,
3960 Howard Hughes Parkway, Fifth Floor, Las Vegas, NV 89109; Douglas Trust, La
Jolla, CA 92037; and Jetco Trust: 1336 Hornblend Street #1, San Diego, CA
92109. 2 1,615 shares are held directly; 100,000
shares are held by Tri-M Trust, an affiliate; and 300,000 shares are held by
Urania Trust, an affiliate.  In addition, an option for 200,000 common
shares is held. 3 Preferred Shares are convertible to 10
shares of common. 4 38,217 shares are held directly; 8,750
shares are held by Sterling Trust IRA; 1,316 shares are held by Wedbush Morgan
IRA; and 400,000 shares are held by Savoy Trust, an affiliate.  In
addition, an option for 200,000 common shares is held. 5 An option for 100,000 common shares is
held. 6 On 7-17-1996, Douglas Trust acquired 95% of
the shares of the corporation or 2,375,000 after splits.  On 7-19-1996,
Douglas Trust sold 1,125,000 to Douglas Financial Corporation  and 375,000
to Trapp Family Trust leaving 875,000 shares after splits which is 6.9% of the
currently issued shares.  Douglas Trust acquired 6,472 additional shares
for a current total of 881,472.  51    ITEM
5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS  The
following table lists the officers and directors of the Registrant as of
November 15, 2000.  Name
Age
Position
Term
ServedSince1.
 L. Craig Morton
56
CEO
& Director
2 years
May-992.
 Stephen F. McKenery
56
President
& COO

Nov-993.
 Donald L. Trapp
60
CFO,
Secretary & Director
2 years
Apr-994.
 Heather Jantz
26
Treasurer
& Director
2 years
Apr-99  L.
Craig Morton  Craig Morton is CEO of the corporation.  During the five
years prior to joining Friendly Energy, he was President of BioTherapeutics
Corporation, a manufacturer and marketer of bioactive cleaning and soil
remediation products; President of Safety Alert, Inc., a consulting company on
safety in the workplace; and President of Hoop, Inc., a basketball membership
club in the Northwest.  Earlier, Mr. Morton had an exceptional 18-year
professional football career as a National Football League quarterback for the
Denver Broncos, the Dallas Cowboys and the New York Giants.  As one of the
NFLs most valuable quarterbacks, he is a veteran of three Super Bowls and was
named NFL/AFC Player of the Year in 1977. He is also a member of the College
Football Hall of Fame.  His successes in the highly competitive world of
professional team sports set the stage for Craigs career after football.
 Craig has used his notable ability to bring successful people together to
assemble FECs team of energetic and resourceful industry professionals.  Stephen
F. McKenery  Steve
McKenery is President and Chief Operating Officer of the corporation.  He
has more than twenty years experience in the electric power industry across the
spectrum from power generation through transmission, distribution, R&D,
business development and customer service.  He has also been very active in
the development of cost-effective, renewable energy projects.  Prior to
joining Friendly Energy, he was the Chief Operating Officer of Solar Utility
Company, a high-tech energy start-up, where he oversaw business development and
a rapid expansion and 300% growth in volume and revenues.  During
16 years with Southern California Edison, one of the largest electric utilities
in the country, Mr. McKenery held a number of senior management positions.
 He directed a major R&D program focused on commercialization of
leading-edge technologies including distributed generation, automated metering,
advanced telecommunications and Internet-based network platforms.  In
addition, Mr. McKenery managed and directed the successful completion of more
than 300 energy and telecommunication projects including hydroelectric, gas,
coal, wind, solar and nuclear facilities.  He was responsible for the
completion of Edisons last large generating station in California, the Balsam
Meadow Pumped Storage Hydroelectric Project.  Mr. McKenery also gained
international energy development and operations experience in the Pacific Rim
and Middle East at management positions with Bechtel Corp. and Santa Fe
International.   52    Mr.
McKenery earned his Bachelor of Science in Civil Engineering from Cal Poly San
Luis Obispo, and his MBA from Claremont Graduate University.  Donald
L. Trapp  Donald
Trapp is FECs Chief Financial Officer as well as serving as the corporations
Secretary.  With a background in engineering and systems analysis,
including a Masters of Science in Nuclear Engineering from the Massachusetts
Institute of Technology, Mr. Trapp brings valuable professional skills as an
engineer and systems analyst.  His business experience during the past five
years includes CFO of Infohighway International, Inc., an Internet service
provider and Executive Vice-President of BioTherapeutics Corporation.  He
is a former Division manager of the Economic Analysis Division at Science
Applications International Corporation. He was Special Assistant to the Science
Director, Agency for International Development at the State Department.  Heather
Jantz  Heather Jantz is the Corporate Treasurer of FEC as well as
theAdministrative Director.  Her level of integrity and experience is a
critical and valuable asset.  The exemplary skills Heather brings to FEC
include overseeing the financial and accounting data for the corporation while
organizing stockholder agendas.  Heather will maintain the ongoing
financial security and growth of FEC and its investors.  Heather is a
recent graduate with a Bachelor of Arts degree from the University of Oklahoma.
 She had no business experience prior to joining FEC.   ITEM
6.  EXECUTIVE COMPENSATION  No
executive compensation was paid before Fiscal Year 1999.  All plan and
non-plan executive compensation for all officers paid in Fiscal Year 1999 is
shown below:  Summary
Compensation Table Officer
Salary
Restricted Stock Award1
Incentive Stock OptionsL.
Craig Morton, CEO2
$128,437
$3,690
200,000Thomas
Bowers, COO
$15,000
$0
0Donald
L. Trapp, CFO
$0
$3,690
200,000Heather
Jantz, Teasurer
$12,500
$3,690
100,000  Information
for all Incentive Stock Options granted in 1999 are shown below:  1 Preferred shares were awarded which are
convertible to 10 shares of common.  The fair market value at the time of
the award was $3.69 per share of preferred or $0.37 per share of common. 2Douglas Tallant was CEO from January to March 1999
without compensation, and Donald Trapp was CEO from March to May 1999 without
compensation   53    Option
Grants in Last Fiscal Year  Name
Number of Securities
Percent of Total Granted to Employees.
Exercise of Base Price ($/sh)
Grant Date
Expiration DateL.
Craig Morton, CEO
200,000
29%
$0.37
8/6/99
8/6/09Thomas
Bowers, COO
200,000
29%
$0.37
10/18/99
10/18/09Donald
L. Trapp, CFO
200,000
29%
$0.37
8/6/99
8/6/09Heather
Jantz, Teasurer
100,000
14%
$0.37
8/6/99
8/6/09  The
options have the following additional terms:  50% vest six months after the
grant date and the remaining 50% vest one year after the grant date.  Directors
receive no cash compensation for their services to the Registrant as directors,
but are reimbursed for expenses actually incurred in connection with attending
meetings of the Board of Directors. The Registrant has established a stock
incentive program for the directors, executive officers, employees and key
consultants of the Registrant. The Registrant has set aside 10% of the issued
and outstanding Common Stock of the Registrant for the stock incentive
program.   ITEM
7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  Friendly
Energy has not entered into or proposed any business transactions during the
past two years with (1) any director or executive officer, (2) any nominee for
election as a director, (3) any existing shareholder owning more than 5% of the
outstanding Common Stock of the Registrant, or (4) any member of the immediate
family of any officer or director of the Registrant.   ITEM
8.  DESCRIPTION OF SECURITIES  The
authorized capital stock of the Registrant consists of 100,000,000 shares of
Common Stock, par value $.001 per share, of which 12,684,973 are presently
issued and outstanding, and 10,000,000 shares of Preferred Stock, par value
$.001 per share, of which 325,934 are presently issued and outstanding.  Common
Stock  Holders of Common Shares of the Company are entitled to cast one
vote for each share held at all shareholders meetings for all purposes,
including the election of directors, and to share equally on a per share basis
in such dividends as may be declared by the Board of Directors out of funds
legally available therefore.  Upon liquidation or dissolution, each
outstanding Common Share will be entitled to share equally in the assets of the
Company legally available for distribution to shareholders after the payment of
all debts and other liabilities.  Common Shares are not redeemable, have no
conversion rights and carry no preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a subsequent offering.
 All outstanding Common Shares are, and the shares offered hereby  54    will be when issued, fully paid and non-assessable.  The
Common Shares have no cumulative voting rights.  Preferred
Stock  The
Preferred Stock authorized may be issued with such rights, preferences and
privileges, and issued in such series, as are determined by the Company's Board
of Directors.  To date, 355,934 shares of Preferred Stock are issued and
outstanding.  Each outstanding share of Series A Convertible Preferred
Stock had an original purchase price and has a liquidation preference of $100.
 Each outstanding share of Preferred Stock is convertible into ten shares
of Common Stock at any time after December 31, 2000 and before December 31,
2010.  Accordingly, if all 355,934 shares of Series A Convertible Preferred
Stock were converted, a total of 3,559,340 shares of Common Stock would be
issued.  All shares of Common Stock, when issued and fully paid upon the
conversion of the Preferred Stock, would be non-assessable and would not be
subject to redemption or conversion, nor would they have conversion rights. The
preferred shares have no voting power, unless converted into common shares.  Possible Classification of Registrants Securities as a Penny
Stock  By virtue of Rule 3a51-1 of the Securities Act of 1934 (the
Act), if the Registrants common stock has a price of less then $5.00 per
share it will be considered a penny stock.  The prerequisites required of
broker-dealers engaging in transactions involving penny stocks have
discouraged, or even barred, many brokerage firms from soliciting orders for
certain low price stocks.  Still further, with respect to the trading of penny stocks,
broker-dealers have an obligation to satisfy certain special sales practice
requirements pursuant to Rule 15g-9 of the Act, including a requirement that
they make an individualized written suitability determination for the purchase
and receive the purchasers written consent prior to the transaction.  Still even further, such broker-dealers have additional disclosure
requirements as set forth in the Securities Enforcement Act Remedies and Penny
Stock Reform Act of 1990.  These disclosure requirements include the
requirement for a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document that provides information abut
penny stocks and the risks of the penny stock market.  Still
even further, a broker-dealer must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account.  Accordingly,
the above penny stock regulations and the associated broker-dealer requirements
will have an adverse effect on the market liquidity of the Registrants common
stock and the ability of any present and prospective shareholder investors to
sell their securities in the secondary market.  However,
regardless of the price of the Registrants stock, in the event the Registrant
has net tangible assets in excess of $2,000,000 and if the Registrant has been
in continuous  55    operation
for at least three (3) years, or $5,000,000 and if the Registrant has been in
continuous operation for less than three (3) years, Rule 3a51-1(g) of the Act
will preclude the Registrants common stock from being classified as a penny
stock.   PART II  ITEM
1.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS  Market
Information and Price Range  The
Registrant's Common Stock was recently approved by the NASD for trading on the
"electronic pink sheets" on an unquoted basis.  The approval was granted on
June 26, 2000.  There is only a limited history of public trading of the
Registrant's common stock; the sponsoring broker-dealer began trading on July
10, 2000.  The high and low bid for July 2000 is $2.25 and $0.25.  Holders  The
Registrant has approximately 665 common stock shareholders.  Dividends  The
Registrant has never paid a cash dividend.  It is the present policy of the
Registrant to retain any extra profits to finance growth and development of the
business.  Therefore, the Registrant does not anticipate paying cash
dividends on its common stock in the foreseeable future.   ITEM
2.  LEGAL PROCEEDINGS  The
Registrant is not a party to any pending legal proceeding.  None of the
directors, officers, affiliates or any owner of more than 5% of any class of
voting securities of the Registrant, is a party adverse to the Registrant or has
a material interest adverse to the Registrant.   ITEM
3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  The
accountant has not resigned, declined to stand for re-election, nor were they
dismissed.  The accountants report on the financial statements for the
last two years contains no adverse opinion or disclaimer of opinion, nor were
they modified as to uncertainty, audit scope or accounting principles.
 There have been no disagreements with any former accountants or any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.   ITEM
4.  RECENT SALES OF UNREGISTERED SECURITIES  56     (a)
 Recent Sales:  The Registrant sold the following stock
within the past three years as described below.  Except for the
Registration D, 504 Private Placement Offering, all such shares were sold by the
officers and directors of the Registrant.  The Registration D, Rule 504
Offering shares were sold by James Vogel of JV and Associates to four
non-accredited purchasers.  No underwriters were utilized.  1. From
February 18, 1998 through March 16, 1998, a total of 9,750 shares of common
stock were sold to four non-accredited purchasers for cash pursuant to
Regulation D, Rule 504 Offering for a total offering of $17,000. 2. On
October 29, 1998, 625,000 shares of common stock were issued to Douglas
Financial Corp. for cash for a total offering of $2,500. 3. On
October 30, 1998, 7,500,000 shares of common stock were issued as a result of
the conversion of preferred shares earlier purchased on October 27, 1997 for
cash for a total offering of $30,000. 4. On
November 11, 1998, 1,963,036 shares of common stock were issued to Douglas
Financial Corp. for cash for a total offering of $8,000. 5. On
February 26, 1999, 24,390 shares of preferred stock were issued to Douglas
Financial Corp. for cash for a total offering of $90,000. 6. On
April 30, 1999, 16,260 shares of preferred stock were issued to Douglas
Financial Corp. for cash for a total offering of $60,000. 7. On
June 30, 1999, 21,680 shares of preferred stock were issued to Douglas Financial
Corp. for cash for a total offering of $80,000. 8. On
July 30, 1999, 2,500 shares of preferred stock were issued for services as a
sign-up bonus for an officer for a total offering of $9,225. 9. On
September 30, 1999, 33,062 shares of preferred stock were issued to Douglas
Financial Corp. for cash for a total offering of $122,000. 10. On
October 18, 1999, 12,500 shares of preferred stock were issued for services as a
sign-up bonus for an officer and an employee for a total offering of
$46,125. 11. On
December 22, 1999, 5,000 shares of preferred stock were issued for services as
year-end bonuses for 6 officers and employees for a total offering of
$18,450. 12. On
December 30, 1999, 51,491 shares of preferred stock were issued to Douglas
Financial Corp. for cash for a total offering of $190,000. 13. On
March 31, 2000, 56,911 shares of preferred stock were issued to Douglas
Financial Corp. for cash for a total offering of $210,000. 14. On
April 12, 2000, 10,000 shares of preferred stock were issued for services as a
 bonus for an officer for a total offering of $36,900.  57    15. On
June 30, 2000, 58,266 shares of preferred stock were issued to Douglas Financial
Corp. for cash for a total offering of $215,000. (b)
 Exemptions from Registration:  With respect to the
issuance of the 9,750 common shares listed at Item 4(a)1, such issuance was made
in reliance on the private placement exemptions provided by Section 4(2) of the
Securities Act of 1933 as amended, (the Act), SEC Regulation D, Rule 504 of
the Act and Nevada Revised Statues 78.211, 78,215, 78.3784, 78.3785 and 78.3791
(collectively the Nevada Statutes).  With
respect to the issuance of the other shares listed above, such issuances were
made in reliance upon the private placement exemptions provided by Section 4(2)
of the Act and the Nevada Statutes.  (c)
 Basis for Reliance Upon Exemption From Registration:  The
Registrant has relied upon the private placement exemptions from registration
provided by Section 4(2) of the Securities Act of 1933 as amended, (the Act),
SEC Regulation D, Rule 504 of the Act.  With respect to the Rule 504
exemption, this type of offering is available to issuers who are not reporting
companies, investment companies or blank check companies.  Accordingly,
this offering was available to the Registrant.  A further requirement is
that the offering may not exceed $1,000,000 in any twelve (12) month period.
 There is no limitation on the number of purchasers nor is there a
requirement that such purchasers be accredited investors.  All of the
shares issued pursuant to Rule 504 offering satisfied these requirements.  Those
shares not issued pursuant to Rule 504 were issued pursuant to Section 4(2) of
the Act which exempts from registration transactions by an issuer not involving
a public offering.  This offering exemption is available to any issuer but
prohibits general solicitation or advertising.  Prospective purchasers must
have access to information about the issuer.  The Registrant utilized this
Section 4(2) exemption by providing prospective purchasers with such sufficient
information and required that all such purchasers by financially sophisticated;
have a certain net worth and have the ability to bear the risk of loss of their
respective investments.  In
each instance, each of the share purchasers had access to sufficient information
regarding the Registrant so as to make an informed investment decision.
 More specifically, each purchaser signed either a written Subscription
Agreement or a Share Purchase Agreement, with respect to their financial status
and investment sophistication wherein they warranted and represented, among
other things, the following:  1. That
they had the ability to bear the economic risks of investing in the shares
of the Registrant.  2. That
they had sufficient knowledge in financial, business, or investment
matters to evaluate the merits and risks of the investment. 3. That
they had a certain net worth sufficient to meet the suitability
standards of the Registrant.  4. That
the Registrant has made available to them, his counsel and his
advisors, the opportunity to ask questions and that they have been
given access to any information, documents, financial  58    statements,
books and records relative to the Registrant and an investment
in the shares of the Registrant.   ITEM
5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS  The
Registrants Articles of Incorporation and Bylaws limit the liability of its
directors to the fullest extent permitted by Nevada corporate securities law.
 Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except liability for
(i) any breach of the duty of loyalty to the Company or its shareholders, (ii)
acts or omissions not in good fait or that involve intentional misconduct or a
knowing violation of law, (iii) dividends or other distributions of corporate
assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain securities laws, or (v) any transaction
from which the director derives an improper personal benefit.  Liability
under federal securities law is not limited by the Articles.   PART F/S  The
following financial statements are submitted pursuant to the information
required by Item 310 of Regulation S-B:  FINANCIAL STATEMENTS  No. Description  FS-1 Friendly
Energy Corporation Audited Financial Statements
December 31, 1999 and 1998.  Attached below.  S-2 Friendly
Energy Corporation Unaudited Financial Statements
June 30, 2000.  Not included in this Amended 10-SB since the Form 10-KSB
for 2000 provides audited information for all of 2000.    59    FS-1  FRIENDLY ENERGY CORPORATION (A Development Stage Company) Financial
Statements and Independent Auditors Report December 31, 1998 and
June 30, 1999  As Revised February 28, 2009  Table of
Contents   Page Independent
Auditor's Report 61Audited
Financial Statements: Balance
Sheets 62 Statements
of Operations 63 Statements
of Changes in Stockholders' Equity 64 Statements
of Cash Flows 66 Notes
to Financial Statements 67      60    INDEPENDENT AUDITORS REPORT  To the Board of
Directors Friendly Energy
Corporation (A Development Stage
Company)  We have audited the
accompanying balance sheets of Friendly Energy Corporation at December 31, 1998
and 1997 and June 30, 1999 and the related statements of changes in
stockholders' equity, operations, and cash flows for the years ended December
31, 1998 and 1997 and the six month periods ended June 30, 1999 and 1998.
 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 generally accepted auditing standards.  Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.  In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of Friendly Energy Corporation at December 31, 1998and
1997 and June 30, 1999, and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1997 and the six month periods ended June
30, 1999 and 1998, in conformity with generally accepted accounting
principles.  The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern.  However, the Company has minimal capital resources
presently available to meet obligations which normally can be expected to be
incurred by similar companies, and with which to carry out its planned
activities.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans in regard to
this matter are discussed in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.   /s/ Boros &
Farrington P.C.  Boros &
Farrington P.C. San Diego,
California September 10,
1999  61


FRIENDLY ENERGY CORPORATION(A Development Stage Company)Balance SheetsASSETSDecember 31,
December 31,1998
1999Current
assetsCash
$
            -
$
       8,687Due
from officer
-
4,154-
12,841Furniture
and equipment, lessaccumulated
depreciation of $2,739
-
23,392$
            -
$      36,233LIABILITIES AND STOCKHOLDERS' EQUITYCurrent
liabilitiesAccounts
payable and accrued liabilities
$
            -
$      26,092Contingencies
(Note 2)Stockholders'
equityPreferred
stock; $0.001 par value per share;10,000,000
shares authorized
-
152Common
stock, $0.001 par value per share;100,000,000
shares authorized
12,731
12,685Additional
paid-in capital
105,779
666,123Deficit
accumulated during the development stage
(118,510)
(668,819)-
10,141$
            -
$      36,233The accompanying notes are an
integral part of this statement.


62


FRIENDLY ENERGY CORPORATION(A Development Stage Company)Statements of OperationsFrom January 7,Year Ended
Year Ended
1993 (Inception)December 31,
December 31,
December 31,1998
1999
1999ExpensesConsulting
fees
$      26,077
$    245,500
$    332,587Compensation
and benefits
-
64,775
64,775Outside
services
-
9,101
9,101Travel
and subsistence
-
75,873
75,873Professional
services
1,157
31,964
33,387Depreciation
-
2,739
2,739Rent
-
69,791
69,791Contributions
-
10,000
10,000Telephone
and postage
-
14,448
14,448Advertising
and promotion
-
10,981
10,981Office
supplies
-
3,868
3,868Other
general and administrative
-
11,269
41,269Net
loss
$      27,234
$    550,309
$    668,819Weighted
average number of shares (thousands)Basic
and diluted
3,848
12,685
12,685Net loss
per common shareBasic
and diluted
($0.01)
($0.04)
($0.05)The accompanying notes are an
integral part of this statement.


63


FRIENDLY ENERGY CORPORATION(A Development Stage Company)Statement of Changes in Stockholders' EquityAdditional

TotalCommon Stock
Preferred Stock
Paid-in
Accumulated
Stockholders'Shares
Amount
Shares
Amount
Capital
Deficit
DeficitBalance at January 7, 1993 (Date of
inception)
0
$0
0
$0
$0
$0
$0Common shares issued to officers & directors
for cash, $0.016 per share
63,750
64
0
0
936
0
1,000Net loss
0
0
0
0
0
(1,000)
(1,000)Balance at December 31, 1993, 1994, and 1995
63,750
64
0
0
936
(1,000)
0Common shares cancelled
(63,750)
(64)
0
0
64
0
0Common shares issued for cash, $0.00 per
share
2,500,000
2,500
0
0
(2,490)
0
10Conversion to preferred stock
(500,000)
(500)
50,000
50
450
0
0Net loss
0
0
0
0
0
(10)
(10)Balance at December 31, 1996
2,000,000
2,000
50,000
50
(1,040)
(1,010)
0Common shares issued relating to spin-out
15,223
15
0
0
(15)
0
0Common shares issued for cash, $0.80 per
share
37,500
37
0
0
29,963
0
30,000Common shares issued to officers and directors for
cash, $0.685 per share
43,750
44
0
0
29,956
0
30,000Preferred shares issued to officers and directors
for services, $0.04 per share
0
0
750,000
750
29,250
0
30,000Net loss
0
0
0
0
0
(90,266)
(90,266)Balance at December 31, 1997
2,096,473
2,096
800,000
800
88,114
(91,276)
(266)Common shares issued for cash, $1.74 per
share
9,750
10
0
0
16,990
0
17,000Common shares issued to officers and directors for
services, $0.004
2,625,000
2,625
0
0
7,875

10,500Conversion of preferred stock
8,000,000
8,000
(800,000)
(800)
(7,200)
0
0Net loss
0
0
0
0
0
(27,234)
(27,234)


64


Balance at December 31, 1998
12,731,223
12,731
0
0
105,779
(118,510)
0Cancellation of common stock
(46,250)
(46)
0
0
46
0
0Preferred shares issued for debt settlement, $3.69
per share
0
0
146,883
147
541,853
0
542,000Preferred shares issued for services, $3.69 per
share
0
0
5,000
5
18,445
0
18,450Net loss
0
0
0
0
0
(550,309)
(550,309)Balance at December 31, 1999
12,684,973
12,685
151,883
152
666,123
(668,819)
10,141  The accompanying notes are an integral
part of this statement.


65


FRIENDLY ENERGY CORPORATION(A Development Stage Company)Statements of Cash FlowsFrom January 7,Year Ended
Year Ended
1993 (Inception)December 31,
December 31,
To December 31,1998
1999
1999)Cash
flows from operating activitiesNet
loss
$    (27,234)
$  (550,309)
$  (668,819)Non-cash
items included in the net lossDepreciation
-
2,739
2,739Stock
issued for services
10,500
18,450
18,450Changes
in operating assets and liabilitiesDue
from officer
-
(4,154)
(4,154)Accounts
payable and accrued liabilities
(266)
25,841
25,841Net cash
from operating activities
(17,000)
(507,433)
(625,943)Cash
flows from investing activitiesCapital
expenditures
-
(26,131)
(26,131)Cash
flows from financing activitiesProceeds
from sale of common stock
17,000
-
88,510Proceeds
from sale of preferred stock
-
542,000
572,000Net
cash from financing activities
17,000
542,000
660,510Increase
in cash
-
8,436
8,436Cash,
beginning of year
-
-
-Cash, end
of year
$
            -
$
       8,436
$
       8,436The accompanying notes are an
integral part of this statement.


66      FRIENDLY ENERGY CORPORATION (A Development
Stage Company) Notes
to Financial Statements  1. ORGANIZATION
AND SIGNIFICANT ACCOUNTING POLICIES Organization. Friendly
Energy Corporation (the "Company") was incorporated on January 7, 1993 as
Eco-Systems Marketing Corporation.  On January 2, 1996, Granite Development
Company (named BioTherapeutics Corporation at the time), a public Company,
purchased all of the shares of the Company.  On July 17, 1996, Douglas
Trust purchased 95% of the shares of the Company from Granite Development
Corporation.  On April 21, 1997, the Company changed its name to Rama
Financial Corporation.  On June 24, 1997, Granite Development Corporation
distributed all of its remaining shares of the Company to its shareholders in a
spin out distribution.  On April 12, 1999, the Company changed its name to
Friendly Energy Corporation.  The Company is in the development stage as
more fully defined in Statement No. 7 of the Financial Accounting Standards
Board.  Planned principal operations of the Company have not yet commenced;
and activities to date have been limited to forming the Company, assembling a
management and consultant team, identifying markets, and obtaining initial
capitalization.  The Company intends to sell electric power and related
services to small and medium sized businesses in the newly deregulated
California market. Furniture
and Equipment.  Furniture and equipment is stated at cost.
 Additions, renovations, and improvements are capitalized.
 Maintenance and repairs which do not extend asset lives are expensed as
incurred.  Depreciation is provided on a straight-line basis over estimated
useful lives ranging from 5 to 7 years. Organization
Costs.  Organization costs have been capitalized.
 Amortization is provided on a straight-line basis over five years. Shares
Issued in Exchange for Services.The fair value of shares issued
in exchange for services rendered to the Company was determined by the Company's
officers and directors. Income
Taxes.The Company has made no provision for income taxes because
of financial statement and tax losses since its inception.  A valuation
allowance has been used to offset the recognition of any deferred tax assets due
to the uncertainty of future realization.  The use of any tax loss
carryforward benefits may also be limited as a result of changes in Company
ownership. Net
Loss Per Common Share.Basic loss per common share (Basic EPS)
excludes dilution and is computed by dividing net loss available to common
shareholders (the numerator) by the weighted average number of common shares
outstanding (the denominator) during the period.  Diluted loss per common
share (Diluted EPS) is similar to the computation of Basic EPS except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the dilutive potential common shares had been
issued.  In addition, in computing the dilutive effect of convertible
securities, the numerator is adjusted to add back the after-tax amount of
interest recognized in the period associated with any convertible debt.
 The computation of Diluted EPS does not assume exercise or conversion of
securities that would have an anti-dilutive effect on net loss per share. Stock-Based
Compensation.  In accordance with the provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
(FAS123), the Company has elected to follow Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees (APB 25) and related
interpretations in accounting for its employee stock option plans.  Under
APB 25, if the exercise price of the Companys employee stock options equals or
exceeds the fair value of the underlying stock on the date of grant, no
compensation is recognized.  Information regarding the Companys pro forma
disclosure of stock-based compensation pursuant to FAS 123 may be found in Note
4.  67      Estimates.The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
 Accordingly, actual results could differ from those estimates.  2. GOING
CONCERN CONTINGENCY The
Company has minimal capital resources presently available to meet obligations
which normally can be expected to be incurred by similar companies, and with
which to carry out its planned activities.  These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management is
negotiating equity financing to fund planned operations.  However, there is
no assurance that the Company will be able to obtain such financing.  The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.  3. RELATED
PARTY TRANSACTIONS Douglas
Financial Corporation (DFC) acquired a controlling interest in the Company in
connection with the spin-out from Granite Development Corporation (see Note 1)
 In 1997, the Company paid $30,000 to DFC for costs connected with the
reorganization of the Company.    The Company incurred fees of
$18,208 in 1998 and $60,000 in 1997 to DFC for management services, assistance
with becoming publicly traded, and assistance in preparing business plans.
 These fees were paid in cash totaling $15,577 in 1998 and $30,000 in 1997
and stock valued at $2,631 (657,718 common shares) in 1998 and $30,000 (750,000
preferred shares) in 1997.  On March 9, 1999, DFC sold its controlling
interest in the Company and the majority owner of DFC resigned as an officer and
director of the Company. In
1999, L. Craig Morton, CEO received an advance of $2,161 and Donald Trapp, CFO
received advances of $1,994.  These advances have not been repaid. In
1999, the Company acquired furniture and equipment valued at $8,945 from certain
shareholders.  4. STOCKHOLDERS
EQUITY Preferred
Stock.  Each outstanding share of Preferred Stock is Series A
Convertible, had an original purchase price, has a liquidation preference of
$100, and is convertible into ten shares of Common Stock at any time after
December 31, 2000 and before December 31, 2010. Reverse
Stock Splits.On April 28, 1997, the board of directors authorized
a 2.5 to 1 reverse stock split of outstanding common and preferred shares.
 On August 21, 1997, the board of directors authorized a 4 to 1 reverse
stock split of outstanding common and preferred shares.  The outstanding
common and preferred shares included in the accompanying financial statements
have been retroactively restated for the effect of these reverse stock
splits. Cancellation
of Common Shares.  On June 2, 1996, in connection with the
acquisition of the Company by Granite Development Corporation (Granite), the
Company cancelled all outstanding shares of common stock and issued a total of
2,500,000 shares to Granite for consideration of $10.  Also, see next note
for cancellation of certain shares on June 30, 1999. Spin-out
of Wholly Owned Subsidiary.  On June 17, 1996, Granite sold a 95%
ownership interest in the Company to Douglas Financial Corporation.
 Granite then distributed the remaining 5% ownership interest to its
shareholders as a dividend.  The Company issued 15,223 common shares to
correct certain errors in the dividend distribution.  On June 30, 1999, the
Company cancelled 46,250 common shares to correct certain errors in the dividend
distribution. Stock
Options.  On August 6, 1999, the Company granted incentive stock
options to officers to purchase 500,000 shares of the Companys common stock.
 On October 18, 1999, the Company granted incentive stock options to an
officer to purchase 200,000 shares of the Companys  68      common
stock.  The options were granted at an exercise price of $0.37.  The
options vest 50% after six months from the date of grant and the remaining 50%
after one year. The
following is a summary of the stock option activity: Exercise
Price Shares Granted
and outstanding $0.37 500,000 Exerciseable,
December 31, 1999 $0.37 - Stock-Based
Compensation.  On December 22, 1999, the Company granted year-end
stock bonuses to six employees for a total of 5,000 shares of preferred stock
for a total value of $18,450.  *****  69      PART III  ITEM
1.  INDEX TO EXHIBITS  The
Exhibits listed and described below in Item 2 are filed herein as the part of
this Registration Statement.  Not included in this Amended 10-SB since
there are no changes to these Exhibits.   ITEM
2.  DESCRIPTION OF EXHIBITS  The
following documents are filed herein as Exhibit Numbers 2, 3, 5, 6 and 7 as
required by Part III of Form 1-A:  Exhibit
No. Description  2 Charter
and By-Laws 2.1 Articles
of Incorporation of Eco-Systems Marketing Corporation 2.2 Certificate
of Amendment to Articles of Incorporation of Eco-Systems Marketing Corporation
(4/21/1997) 2.3 Certificate
of Amendment to Articles of Incorporation of Eco-Systems Marketing Corporation
(4/28/1997) 2.4 Certificate
of Amendment to Articles of Incorporation of Rama Financial Corporation
(9/25/1997) 2.5 Certificate
of Amendment to Articles of Incorporation of Rama Financial Corporation
(4/2/1999) 2.6 By-Laws
of Eco-Systems Marketing Corporation 3 None Instruments
Refining the Rights of Security Holders 5 None Voting
Trust Agreements 6 Material
Contracts 6.1 ESP
Service Agreement with San Diego Gas & Electric 6.2 ESP
Service Agreement with Southern California Edison 6.3 ESP
Service Agreement with Pacific Gas & Electric 6.4 Friendly
Energy Corporation 1999 Incentive Stock Option Plan 7 None Material
Foreign Patents 27 Financial
Data Schedule SIGNATURES  In
accordance with Section 12 of the Securities and Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.   70     FRIENDLY
ENERGY CORPORATION  Dated:
 February 28, 2009
            BY:
  /s/ Douglas B. Tallant DOUGLAS
B. TALLANT President  Exhibit
31.1  I, Douglas Tallant,
certify that:  (1)
    I have reviewed this Annual Report on Form 10-KSB of
Friendly Energy Corp.;  (2)
    Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;  (3)
    Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in this
report;  (4)
   The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:  (a)
    Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;  (b)
    Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, 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;  (c)
    Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and  (d)
    Disclosed in this report any change in the small
business issuer's internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the small
business issuer's internal control over financial reporting; and  (5)
    The small business issuer's other certifying officer and
I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):   71     (a)All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the small business issuer's ability to record, process, summarize and report
financial information; and  (b) Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the small business issuer's internal control over financial
reporting.  Date: February 28,
2009  /s/ Douglas
Tallant ----------------------- Douglas
Tallant, Director and President  Exhibit
31.2  I, Donald Trapp,
certify that:  (1)
    I have reviewed this Annual Report on Form 10-KSB of
Friendly Energy Corp.;  (2)
    Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;  (3)
    Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in this
report;  (4)
    The small business issuer's other certifying officer and
I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:  (a)
    Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;  (b)
    Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, 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;  (c)
    Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and  (d)
    Disclosed in this report any change in the small
business issuer's internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the small business  72     issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and  (5)
    The small business issuer's other certifying officer and
I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):  (a)
    All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and  (b)
    Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.  Date: February 28,
2009  /s/ Donald Trapp ----------------------- Donald
Trapp, Director  Exhibit
32.1   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  In connection with
the Annual Report of Friendly Energy Corporation(the "Company") on Form 10-KSB
for the period ending December 31, 2000 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"),  I, Douglass Tallant,
Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that:  (1)  The Report
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2)  The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.  IN WITNESS WHEREOF,
the undersigned has executed this certification as of the 9th day January
2009.  /s/ Douglas
Tallant ------------------------ Douglas
Tallant, President/Director  Exhibit
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  73      In connection with
the Annual Report of Friendly Energy Corporation(the "Company") on Form 10-KSB
for the period ending December 31, 2000 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"),  I, Donald Trapp,
Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that:  (1)  The Report
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2)  The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.  IN WITNESS WHEREOF,
the undersigned has executed this certification as of the 9th day January
2009.  /s/ Donald Trapp ------------------------ Donald
Trapp, Director  74