UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549





FORM 10-K





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


For the Fiscal Year Ended December 31, 2012





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





Commission file number: 000-52397





TRAILBLAZER RESOURCES, INC.


(Exact name of registrant as specified in its charter)





Nevada
88-0409170(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





2520 St. Rose Parkway, Suite 319, Henderson, NV
89074(Address of principal executive offices)
(Zip Code)





Registrant’s telephone number, including area code:(800) 787-5439





Securities registered pursuant to Section 12(b) of the Act:  None





Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $0.001 par value





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





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ̈    No þ





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Fail required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).








Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈





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










Large accelerated filer  o
Accelerated filer  oNon-accelerated filer  o
Smaller reporting company  þ





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





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $5,804,630 as ofJune 30, 2012.





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  28,069,882 shares as of March 26, 2013.








SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS





This annual report includes “forward-looking statements”.  All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or “continue” or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) include, but are not limited to:





·
the lack of liquidity of our common stock;


·
the availability of capital and sufficiency of our working capital;


·
our ability to identify and acquire a viable business opportunity;


·
our ability to recruit and retain skilled and qualified personnel;


·
the strength and financial resources of our competitors;


·
general economic conditions; and


·
the securities or capital markets and other factors disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this report.





You should consider these Cautionary Statements when you evaluate our forward-looking statements.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the Cautionary Statements.  We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.








TRAILBLAZER RESOURCES, INC.





ANNUAL REPORT ON


FORM 10-K


FOR THE YEAR ENDED


DECEMBER 31, 2012





INDEX





PagePART IItem 1.
BusinessItem 1A.
Risk Factors
4Item 1B.
Unresolved Staff Comments
5Item 2.
Properties
5Item 3.
Legal Proceedings
6Item 4.
Mine Safety Disclosures
6PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6Item 6.
Selected Financial Data
7Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
7Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
10Item 8.
Financial Statements and Supplementary Data
10Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
26Item 9A.
Controls and Procedures
26Item 9B.
Other Information
27PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
27Item 11.
Executive Compensation
29Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
33Item 13.
Certain Relationships and Related Transactions, and Director Independence
34Item 14.
Principal Accountant Fees and Services
36PART IVItem 15.
Exhibits, Financial Statement Schedules
36








3


PART I


Item 1.      Business.





Overview and History





Trailblazer Resources, Inc., formerly Energy Composites Corporation (“we,” “us,” “our,” or the “Company”) currently is a holding company with no ongoing business operations.   We were incorporated on October 29, 1992 under the laws of the State of Nevada.  Prior to October 14, 2008, we were defined as a “shell” company whose sole purpose was to locate and consummate a merger or acquisition with a private entity.  As of October 14, 2008, we completed a reverse acquisition of Advanced Fiberglass Technologies, Inc., a Wisconsin corporation (“AFT”).  Pursuant to the reverse acquisition, we issued 28,750,000 shares of our common stock to AFT’s shareholders (approximately 72% of the then issued and outstanding common stock) and AFT’s shareholders gained voting control of our Company.  As a result of the reverse acquisition, we were no longer considered a “shell” company and AFT became our wholly-owned subsidiary.  On August 23, 2010, AFT changed its name to ECC Corrosion, Inc. (“ECC-C”).





ECC-C was incorporated in the state of Wisconsin on January 1, 2005, following nearly ten years operating as M&W Fiberglass, LLC (“M&W”).  Founded in 1995 by Jamie and Jennifer Mancl, M&W was the operating entity that developed and operated ECC-C’s business.  In January 2005, M&W transferred all operating assets and liabilities into a newly formed S-Corporation: ECC-C.





On December 15, 2008, we closed a private offering of units consisting of (i) a 3-year, 6% convertible debenture (the “Debentures”) with a conversion price of $2.50 per share, and (ii) a number of warrants (the “Warrants”) exercisable into shares of the Company’s common stock equal to the number of shares issuable upon conversion of the principal amount of the Debentures.  Each Warrant was originally exercisable into shares of common stock for a term of 3 years at $5.00 per share.  We issued Debentures with a face amount of $6,370,000 and Warrants exercisable into 2,548,000 shares of common stock.  As of December 31, 2012, Debentures in the total principal amount of $5,745,000 have been converted into common stock of the Company.  The number of shares of common stock issued as principal and interest for these conversions has totaled 2,421,589 shares.





On March 8, 2010, the Company’s Board of Directors approved the temporary reduction of the exercise price of outstanding warrants to $2.50 per share from $5.00 per share. The temporary exercise price reduction was valid from March 22, 2010 through May 6, 2010.  After May 6, 2010, the warrants reverted back to their original terms. During 2010, the Company received $590,823 related to the exercise of 236,329 warrants to purchase its common stock at $2.50 per share from warrant holders.





On August 3, 2010, the Company’s Board of Directors approved a debt for equity exchange transaction between M&W and the Company.  The transaction, which closed on August 13, 2010, resulted in the conversion of the outstanding principal and interest under the existing long-term note with M&W to common shares of the Company at $2.50 per share.  The principal balance of the note converted at August 13, 2010 was $970,770 and accrued interest was $5,455, which upon conversion resulted in the issuance of 390,490 restricted common shares of the Company.  The exchange resulted in a $970,770 reduction in the Company’s long-term debt obligations, a reduction in accrued expenses of $5,455, and an addition to stockholder's equity of $976,225.





On August 23, 2010, the Company entered into a Subscription Agreement with Jamie L. Mancl, pursuant to which Mr. Mancl agreed to make a $450,000 equity investment in the Company.  Pursuant to the agreement, Mr. Mancl purchased 180,000 shares of the Company's common stock at a price of $2.50 per share during 2010.





On September 7, 2010, the Company issued 207,506 restricted shares of common stock as payment in full of unsecured, short-term notes payable to five private investors (primarily existing shareholders) in connection with financing to fund operations.  The principal balance of the notes and accrued interest converted under the agreements was $500,000 and $18,763, respectively.  The exchange resulted in a $500,000 reduction in short-term debt obligations, a reduction in accrued expenses of $18,763 and a $518,763 addition to stockholder's equity.





On September 2, 2011 the Board of Directors of the Company, acting on the recommendation of its disinterested directors, approved the sale of all of the stock of ECC-C to Jamie and Jennifer Mancl and their





4
 
  affiliated entities who were the majority shareholders of the Company (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011 (the “ECC-C Sale”).  This decision was made due to the continuing operating losses that had been incurred since the reverse acquisition of AFT on October 14, 2008.  As additional funding was going to be required, it was determined to be in the best interests of the Company to dispose of this operating subsidiary.  On October 21, 2011, the Company completed the ECC-C Sale and the Company cancelled 24,039,180 shares of the Company that had been owned by the Mancls.  We changed the name of the Company to Trailblazer Resources, Inc. effective October 17, 2011.





On December 15, 2011, the Board of Directors extended the expiration date of the remaining 2,311,671 Warrants that had been issued in connection with the convertible Debentures in 2008 to December 31, 2012 and reduced the exercise price to $1.50 per share.  Since December 31, 2012, the expiration date has been extended several times. The warrants currently expire on June 30, 2013.





Our Plan of Operations





Due to the disposition of ECC-C, our present plan of operations for the next twelve months is to identify and evaluate industries and business opportunities in order to find a suitable acquisition target for the Company.




On July 20, 2012, we executed an agreement with Temple Mountain Energy, Inc., a Minnesota corporation (“TME”), with regard to our proposed acquisition of TME’s assets.  TME is a privately-held company with mineral leases, large mining permits and operational assets focused on oil sands mining and processing in the Vernal, Utah area.  We would not assume any of TME’s liabilities as a part of the asset purchase.




Under the terms of the proposed agreement, we would issue an aggregate 28,000,000 shares of our common stock, of which 26,500,000 would be issued to TME for the purchased assets.  TME would establish a Debt Retirement Escrow account for the purpose of retiring the debt retained by TME upon completion of the asset sale to us and deposit 1,500,000 of the 26,500,000 shares into this escrow account, with 1,500,000 shares being contributed by us.  TME would also establish an Environmental Liability Escrow and deposit 1,000,000 of the 26,500,000 shares issued to it into that escrow account.





The agreement was contingent upon approval by TME’s shareholders.  Subject to the successful completion of due diligence by both parties and the successful completion of the regulatory process, the agreement, as amended, bound Trailblazer and TME to an April 30, 2013 closing date.    On April 12, 2013, we determined not to proceed with the proposed transaction since the results of our due diligence investigation were not satisfactory.




Employees





As of the date of this report, we did not have any employees.





Item 1A.          Risk Factors.





Not applicable to smaller reporting companies.





Item 1B.          Unresolved Staff Comments.





Not applicable to smaller reporting companies.





Item 2.             Properties.




Until such time as we pursue a new business opportunity, we are using the offices of our registered agent in Nevada as the offices of the Company.





5


Item 3.             Legal Proceedings.





We are not currently involved in any pending or threatened legal proceedings.





Item 4.             Mine Safety Disclosures.




Not applicable.





PART II





Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.





Market Information





From July 17, 2007 to February 22, 2011, our common stock was quoted and traded on the OTC Bulletin Board.  Since February 23, 2011, our common stock has traded on the OTCQB due to quoting inactivity under SEC Rule 15c2-11.  The trading symbol was changed from “LPME” to “ENCC” effective October 15, 2008 and to “TBLZ” effective October 27, 2011.  The following table sets forth the range of high and low bid quotations for each quarter for our last two completed fiscal years.  These quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not necessarily represent actual transactions.


Bid Prices ($)High
Low2011 Fiscal Year:March 31, 2011
$1.10
$0.30June 30, 2011
$1.50
$0.20September 30, 2011
$0.85
$0.30December 31, 2011
$1.01
$0.102012 Fiscal Year:March 31, 2012
$0.60
$0.11June 30, 2012
$0.36
$0.11September 30, 2012
$0.45
$0.17December 31, 2012
$0.44
$0.05





On April 9, 2013, the closing bid price for the common stock was $0.80.





Holders





The number of record holders of our common stock, as of March 26, 2013, was 189 according to our transfer agent.





Dividends





Holders of shares of common stock are entitled to dividends when, and if, declared by the board of directors out of legally available funds.  To date, we have not declared or paid any dividends on our common stock.  We do not intend to declare or pay any dividends on our common stock in the foreseeable future, but rather to retain any earnings to finance the growth of our business.  Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual and legal restrictions and other factors the board of directors deems relevant.





Recent Sales of Unregistered Securities





During the fourth quarter ended December 31, 2012, $13,039 of interest on our outstanding convertible debentures had accrued.  We had not yet issued the 5,216 shares of common stock to pay this accrued interest at December 31, 2012.





6





Item 6.             Selected Financial Data.





Not applicable to smaller reporting companies.





Item 7.             Management’s Discussion and Analysis of Financial Condition and Results of Operations.





The discussion contained herein contains “forward-looking statements” that involve risk and uncertainties. These statements may be identified by the use of terminology such as “believes,” “expects,” “may,” “should” or “anticipates” or expressing this terminology negatively or similar expressions or by discussions of strategy. Our actual results could differ materially from those discussed in this report. The following discussion should be read in conjunction with the financial statements and the related notes included herein as Item 8.





Accounting Policies and Estimates





The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. We also have other policies that we consider key accounting policies, such as those for revenue recognition; however, these policies typically do not require us to make estimates or judgments that are difficult or subjective.





We have identified the accounting policies that we consider critical in Note 1 “Nature of Business and Significant Accounting Policies” of the notes to our financial statements included in this report.





Overview





Trailblazer Resources, Inc., formerly Energy Composites Corporation (“we,” “us,” “our,” or the “Company”), a Nevada corporation, currently has no business operations.





The Company had one operating subsidiary, ECC Corrosion, Inc. (“ECC-C”), which was sold on October 21, 2011 due to the continuing losses that the Company had incurred since the reverse acquisition in October 2008. Formerly known as Advanced Fiberglass Technologies (“AFT”), ECC-C was incorporated in the state of Wisconsin on January 1, 2005, following nearly ten years operating as M&W Fiberglass, LLC (“M&W”). Founded in 1995 by Jamie and Jennifer Mancl, M&W was the operating entity that developed and operated AFT’s business. In January 2005, M&W transferred all operating assets and liabilities into a newly formed S-Corporation: AFT.  On September 1, 2010, AFT changed its name to ECC Corrosion, Inc.





On October 21, 2011, the Company sold all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock (the “ECC-C Sale”). These shares were then cancelled, reducing the number of shares issued and outstanding of the Company to 22,752,955. In addition, we changed the name of the Company to “Trailblazer Resources, Inc.” effective October 17, 2011.





Results of Operations





We have presented all results of operations, assets and liabilities of ECC-C for all periods presented as discontinued operations, and the consolidated financial statements, including the notes, have been reclassified to reflect such segregation for all periods presented.





General and administrative expenses





We currently do not generate any revenues, but incur general and administrative expenses related to our status as a publicly-held company, such as legal and accounting fees along with transfer agent fees.





7


Total general and administrative expenses were $1,862,411 for the fiscal year ended December 31, 2012 and $4,296,771 for the fiscal year ended December 31, 2011,





For the 2012 fiscal year, legal and accounting fees were $112,411, compared to $258,466 for 2011.  The decrease is due to limited activity requiring legal and accounting services, except for compliance activities associated with maintaining the Company’s public shell company.





A significant portion of the Company’s 2012 general and administrative expenses was due to $1,750,000 of consulting expense amortization, related to the Company’s consulting agreement with Advanced Equity Solutions, Inc., an entity owned by minority shareholders of the Company. The expense was paid in shares and valued based on the market price of the shares on the date issued.





A significant portion of the Company’s 2011 general and administrative expenses was due to $3,969,000 of consulting expense amortization. In 2010, we issued 3,375,000 restricted shares of common stock to Diversified Equities Partners, LLC, an entity owned by a minority stockholder of the Company, as a non-refundable retainer for financial advisory consulting services to be rendered through September 30, 2012. These shares were valued at $4,725,000, determined based on the market price of shares on the date of issuance. The expense was being amortized over the 25-month period of the contract but was written off in its entirety in 2011 because it was determined that the financial advisory consulting services would be of no further value to the Company as a shell.





We also incurred $0 and $52,500 for director stock compensation for the years ended December 31, 2012 and 2011, respectively. Due to the Company divesting all of its operations during 2011, the Board of Directors agreed to stop receiving compensation for their services effective May 31, 2011.





Other income (expense)





Other income and expense consists of interest expense, which in 2011, included non-cash amortization of deferred financing costs and non-cash amortization of beneficial conversion features and warrant discounts associated with convertible debt. Total interest expense for the 2012 fiscal year was $38,228, as compared to $327,994 for the 2011 fiscal year.  Interest expense has been decreasing due to the debt conversions that have taken place during this past year, and the aforementioned beneficial conversion features and warrant discounts becoming fully amortized in 2011.




Non-cash amortization of debt discounts for warrants and beneficial conversion feature related to the convertible debt was $0 and $260,130 for 2012 and 2011, respectively.





Income tax benefit





In 2009, the Company established a full valuation allowance against its deferred tax assets because it was deemed more likely than not, that the net deferred tax assets would not be realized. Since 2009, the Company has continued to record a full valuation allowance and therefore, there is no tax provision recorded for the years ended 2012 and 2011.





Net loss from continuing operations





The Company’s net loss from continuing operations was $1,900,639 and $4,624,765 for the years ended December 31, 2012 and 2011, respectively. The decrease in our net loss was primarily due to the costs of undertaking the ECC-C sale, and the write-off of the remaining balance of the prepaid consulting contract in 2011 and a decrease in interest expense in 2012 as compared to 2011. In 2012, we had limited operating expenses as a shell company.





Discontinued operations





The Company’s net loss from discontinued operations was $0 and $1,849,905 for the years ended December 31, 2012 and 2011, respectively. All discontinued operations ceased in October 2011. The operations of





8
 
  ECC-C are reflected as discontinued operations in 2011, as described in Note 2 to the Notes to Consolidated Financial Statements.


Net loss





The Company’s net loss decreased from $6,474,670 in 2011 to a loss of $1,900,639 in 2012 due to the factors described above.





Liquidity and Capital Resources





At December 31, 2012, the corporate shell Company had only $5,001 of cash and a working capital deficiency of $993,092.





Operating Cash Flows





Operating activities used $64,999 in cash during the 2012 fiscal year compared to providing $43,069 during the 2011 fiscal year.





Investing Cash Flows





Investing activities used $0 and $199,039 of cash for the years ended December 31, 2012 and 2011, respectively.  Primary investing sources and uses of cash, in 2011, were purchases of equipment of $248,030, and proceeds from sales of property and equipment of $58,649. There were no investing activities in 2012.





Financing Cash Flows





Financing activities provided $70,000 and $149,251 of cash for the years ended December 31, 2012 and 2011, respectively. Financing cash activity in 2012 consisted of shareholder advances.  In 2011, $877,272 was added in new long-term debt agreements and net borrowing on a line of credit, which was used toward the repayment of $745,314 of short term notes, line of credit and long-term debt.  In addition, the Company received $17,293 in proceeds from the sale of its stock through its employee stock purchase plan.





Debenture Financing





From August 2008 to December 2008, we raised $6,370,000 by selling units, each unit consisting of (i) a 3-year, 6% convertible debenture (the “Debentures”) with a conversion price of $2.50 per share (subject to adjustment for stock splits and stock dividends), and (ii) a number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Debenture (the “Warrants”). The Debentures sold included the issuance of 2,548,000 Warrants. Each Warrant was originally exercisable into shares of common stock for a term of 3 years at $5.00 per share. The Warrant also provides anti-dilution protection for the following events: reorganization, reclassification, consolidation, merger or sale; subdivision, combination or dividend of our common stock.





At December 31, 2012, Debentures totaling $625,000 remain outstanding on the shell company's balance sheet and were due.  Debentures in the aggregate principal amount of $5,745,000 have been converted to common stock as of December 31, 2012. Many of the remaining Debenture holders have elected to receive interest in the form of stock, lowering our cash outlays for debt service on the Debentures. Since the Company does not have the capital resources at this time to repay these Debentures, we are working with the Debenture holders in an attempt to convert them to common stock, extend or otherwise renegotiate their terms.





Going Forward





The illiquidity suffered by ECC-C led to its sale to the Mancls in exchange for their shares in the Company. This allows the Company to potentially acquire another business operation, which hopefully will have a greater potential for profitability. The Company will still need to convert, extend or otherwise renegotiate the terms of the Debentures described above. The Company is relying upon the limited funds from shareholders to continue to operate as a public company in good standing while the Company looks for a target business.





9


On February 21, 2013, we established a revolving convertible promissory note in the amount of $250,000 with Diversified Equities Partners, LLC (“DEP”), a shareholder and entity owned by a minority shareholder of the Company.  Under the terms of the note, DEP has agreed to make advances to us during a three-year period.  Interest accrues on the unpaid principal balance at the rate of 8% per annum and is to be paid quarterly beginning May 31, 2013.  All outstanding and unpaid principal and all outstanding and accrued unpaid interest shall become due and payable on February 21, 2016.  We may prepay the note at any time without penalty and re-borrow under the note.  DEP has the right to convert all or any portion of the note into shares of our common stock at any time at the rate of $0.067 per share, but the number of shares that may be issued pursuant to this conversion privilege cannot exceed 3,731,343 in the aggregate.





While we believe that proceeds of this loan from DEP will be sufficient to cover our ongoing general and administrative expenses, we would likely need to seek additional funding for operations if we were to consummate an acquisition.  Our present plan of operations for the next twelve months is to identify and evaluate industries and business opportunities in order to find a suitable acquisition target for the Company.  We cannot give any assurance that we will be successful in this effort or that if a suitable acquisition target is obtained, it will result in profitable operations.





Off-Balance Sheet Arrangements





As of December 31, 2012, we did not have any off-balance sheet arrangements.





Item 7A.         Quantitative and Qualitative Disclosure About Market Risk.





Not applicable to smaller reporting companies





Item 8.            Financial Statements and Supplementary Data.





10


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors and Stockholders of


Trailblazer Resources, Inc.





We have audited the accompanying consolidated balance sheets of Trailblazer Resources, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended.  Trailblazer Resources, Inc.’s management is responsible for these financial statements.  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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Trailblazer Resources, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company had net losses for the years ended December 31, 2012 and 2011, had an accumulated deficit at December 31, 2012 and 2011, and the Company has no foreseeable source of revenue.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding those matters are also described in Note 3.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Moquist Thorvilson Kaufmann LLC





Edina, Minnesota







11


TRAILBLAZER RESOURCES, INC.CONSOLIDATED BALANCE SHEETSDecember 31,


December 31,2012


2011ASSETSCurrent assets:Cash

$
5,001


$
-Total current assets


5,001



-Other assets


-



-Total assets

$
5,001


$
-LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Current portion of long-term debt obligations

$
625,000


$
675,000Accounts payable


106,363



186,467Advances from shareholders


193,466



55,950Accrued expenses


73,264



91,727Total current liabilities


998,093



1,009,144Long-term advances from shareholders


60,000



-Total liabilities


1,058,093



1,009,144Stockholders' deficit:Common stock - $.001 par value; 100,000,000 sharesauthorized, 28,069,882 and 23,019,175 shares issuedand outstanding, respectively


28,070



23,020Additional paid-in capital


22,162,950



20,311,309Accumulated deficit


(23,244,112
)


(21,343,473
)Total stockholders' deficit


(1,053,092
)


(1,009,144
)Total liabilities and stockholders' deficit

$
5,001


$
-








12


TRAILBLAZER RESOURCES, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFor the Year Ended


For the Year EndedDecember 31


December 312012


2011Revenue

$
-


$
-General and administrative expenses


1,862,411



4,296,771Loss from operations


(1,862,411
)


(4,296,771
)Other income (expense):Interest expense


(38,228
)


(327,994
)Total other income (expense)


(38,228
)


(327,994
)Loss from continuing operations before income taxes


(1,900,639
)


(4,624,765
)Income tax provision (benefit)


-



-Net loss from continuing operations


(1,900,639
)


(4,624,765
)Discontinued operations:Loss from discontinued operations, net of tax


-



(1,849,905
)Net loss

$
(1,900,639
)

$
(6,474,670
)Net loss per common share - basic and diluted:Continuing operations

$
(0.07
)

$
(0.11
)Discontinued operations


-



(0.04
)Net loss per common share - basic and diluted

$
(0.07
)

$
(0.15
)Weighted average shares outstanding - basic and diluted


26,757,555



42,028,798








13





TRAILBLAZER RESOURCES, INC.Consolidated Statements of Stockholders' Equity (Deficit)For the Years Ended December 31, 2012 and 2011Common Stock


Additional


Accumulated


Stockholders'Shares


Amount


Paid-in Capital


Deficit


Equity (Deficit)Balance at December 31, 2010


46,659,800


$
46,661


$
18,576,546


$
(14,868,803
)

$
3,754,404Restricted stock issued as directors' compensation


100,000



100



149,900







150,000Stock issued under Employee Share Purchase Plan


32,335



32



20,313







20,345Stock options compensation expense










(239
)






(239
)Shares returned and retired upon divestiture of ECC-Coperating entity to the majority shareholder


(24,039,180
)


(24,039
)


876,183







852,144Convertible debt converted to common stock


222,000



222



554,778







555,000Stock issued for interest owed on convertible debt


19,386



19



48,369







48,388Restricted stock issued as employee compensation


24,834



25



85,459







85,484Net loss














(6,474,670
)


(6,474,670
)Balance at December 31, 2011


23,019,175


$
23,020


$
20,311,309


$
(21,343,473
)

$
(1,009,144
)Convertible debt converted to common stock


20,000



20



49,980







50,000Stock issued for interest owed on convertible debt


10,707



10



26,681







26,691Restricted stock issued for consulting services


5,020,000



5,020



1,774,980







1,780,000Net loss














(1,900,639
)


(1,900,639
)Balance at December 31, 2012


28,069,882


$
28,070


$
22,162,950


$
(23,244,112
)

$
(1,053,092
)









14





TRAILBLAZERS RESOURCES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSYears endedDecember 31,2012


2011Cash flows from operating activities:Net loss

$
(1,900,639
)

$
(6,474,670
)Adjustments to reconcile net loss to net cash provided(used) by operating activities:Depreciation and amortization


-



392,138Provision for losses on accounts receivable


-



309,635Loss on asset disposal


-



258,546Amortization of debt discount for imputed interest


-



3,716Amortization of discount for warrants and beneficial conversionfeature on convertible debt


-



260,130Amortization of prepaid consulting expense


1,750,000



3,969,000Discount for stock sold under employee stock purchase plan


-



3,052Stock issued for interest payments


-



48,388Stock issued for employee and director compensation


-



235,484Stock option compensation expense


-



(239
)Changes in operating assets and liabilities:Accounts receivable, net


-



301,139Inventories, net


-



(2,516,064
)Other current assets


-



38,524Accounts payable


47,412



325,896Accounts payable - related party


-



(77,580
)Accrued expenses


38,228



(41,136
)Accrued payroll and payroll taxes


-



(135,953
)Customer deposits


-



3,143,063Net cash provided (used) by operating activities


(64,999
)


43,069Cash flows from investing activities:Purchase of property and equipment


-



(248,030
)Cash divested with discontinued operations


-



(9,658
)Proceeds from sale of property and equipment


-



58,649Net cash used in investing activities


-



(199,039
)Cash flows from financing activities:Increase in advances from shareholders


70,000



-Net repayments from lines of credit - bank


-



(113,900
)Net repayments from short-term notes payable


-



(171,403
)Proceeds on long-term debt


-



877,272Payments on long-term debt


-



(460,011
)Proceeds from employee stock purchase plan


-



17,293Net cash provided by financing activities


70,000



149,251Net increase in cash and cash equivalents


5,001



(6,719
)Cash and cash equivalents:Beginning of period


-



6,719End of period

$
5,001


$
-Supplemental cash flow information:Cash paid during the period for Interest

$
-


$
232,857Accounts payable paid directly by certain shareholders as advances

$
127,516


$
55,950Accrued interest paid with common stock

$
26,691


$
-Decrease in land and deferred income due to discounted land purchased from andsold to the City of Wisconsin Rapids

$
-


$
(429,494
)Convertible debt converted to common stock

$
50,000


$
555,000Accrued expenses paid with common stock

$
30,000


$
-Common stock issued for prepaid consulting agreement

$
1,750,000


$
-Net assets and liabilities divested with ECC-C

$
-


$
852,144







15




TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Nature of Business and Significant Accounting Policies





Nature of Business





Trailblazer Resources, Inc., formerly Energy Composites Corporation (the “Company”), is a public company shell that is seeking a business opportunity. We currently have no on-going business operations.





The Company formerly engaged in the manufacture, sale, installation and service of fiberglass tank and piping products through ECC Corrosion, Inc. (“ECC-C”), a former wholly owned subsidiary of the Company. On September 2, 2011, the Board of Directors of the Company, acting on the recommendation of its disinterested directors, approved the sale of all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities who were the majority shareholders of the Company (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011 (the “ECC-C Sale”). On October 21, 2011, the Company completed the ECC-C Sale. Accordingly, the results of operations, assets and liabilities of ECC-C for all periods presented are classified as discontinued operations (see further disclosure in Note 2).





Principles of Consolidation





The accompanying consolidated financial statements and discontinued operations disclosures include the accounts of the Company and its previously wholly-owned subsidiaries ECC-C, formerly known as Advanced Fiberglass Technologies, Inc. (“AFT”), and Innovative Composite Solutions, LLC (“ICS”), after elimination of all intercompany accounts, transactions, and profits.





Use of Estimates




The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Accordingly, actual results could differ from those estimates.





Concentrations of Risk





Cash Deposits: The Company maintained its cash in high-quality financial institutions.  The balances, at times, may exceed the federally insured limits.





Cash and Cash Equivalents





For purposes of balance sheet presentation, the Company considers all unrestricted demand deposits, money market funds, savings funds and investments with an original maturity of three months or less to be cash and cash equivalents.





Income Taxes





Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.





The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) guidance.  This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be





16
 
  TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties has been recorded at December 31, 2012 and 2011.  In accordance with the guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations.  The Company’s remaining open tax years subject to examination include the years ended December 31, 2008 through 2011.





Advertising Expense





The Company expenses advertising costs as incurred.  Advertising expense amounted to $0 and $1,057 for the years ended December 31, 2012 and 2011, respectively.





Stock-Based Compensation





The Company recognizes the cost of stock-based compensation plans and awards in net earnings on a straight-line basis over the service period of the awards.  The Company estimates the fair value of option awards using the Black-Scholes-Merton option-pricing formula and records compensation expense for stock options ratably over the vesting period of each stock option grant.





As of June 18, 2008, our Board of Directors adopted resolutions approving the Company’s 2008 Stock Incentive Plan (the “2008 Plan”) and holders of a majority of our outstanding shares of common stock approved the 2008 Plan as of August 29, 2008. The 2008 Plan authorizes awards to directors, employees and consultants equal to no more than 10% of the Company’s issued and outstanding common stock. The 2008 Plan provides that no more than 1,000,000 shares may be issued during any calendar year to any participant pursuant to options and stock appreciation rights (SARS) under the 2008 Plan. The term over which participants may exercise options and SARS may not exceed ten years from the date of the grant (five years in the case of incentive stock options granted to employees who, at the time of grant, own more than 10% of our common stock). The 2008 Plan also authorizes the issuance of restricted shares, unrestricted shares, deferred shares, and performance awards under which the Plan Committee has discretion in determining vesting conditions of the awards.





Share-based compensation activity during 2012 and 2011 is further described in Note 7.





Fair Value of Financial Instruments





The Company’s financial instruments included on the balance sheet and in discontinued operations include cash, accounts receivable, accounts payable, and debt. Fair values of financial instruments were assumed to approximate cost or carrying values as interest rates on debt approximate current rates and the assets and liabilities are short-term in nature.





At December 31, 2012 and 2011, it is deemed impracticable to estimate the fair value of the Company’s debt, as quoted market prices are not available, a valuation model necessary to estimate the fair value has not been developed, and the cost of obtaining an independent valuation is deemed excessive in relation to the value of the debt held by the Company.





Comprehensive Income (Loss)





Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss).  Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities.  For the years ended December 31, 2012 and 2011, there were no adjustments to net loss to arrive at comprehensive loss.








17


TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Recent Accounting Pronouncements





In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment.Under this standard, entities testing long-lived intangible assets for impairment now have an option of performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. This ASU is effective beginning January 1, 2013, with early adoption permitted under certain conditions. The adoption of this standard is not expected to have a material impact on the Company’s consolidated results of operations or financial condition.





Note 2.                      Discontinued Operations




On September 2, 2011, the Board of Directors of the Company approved, and on October 21, 2011, the Company completed the sale of its wholly-owned subsidiary, ECC-C to its majority shareholder group (the “Acquiror”) in exchange for substantially all (24,039,180 shares) of the Company’s common stock owned by the Acquiror (the “ECC-C Sale”). Upon the closing of the ECC-C Sale, the shares surrendered were cancelled and the number of shares of the Company’s outstanding stock was reduced to 22,752,955. Substantially all liabilities of ECC-C were assumed by the Acquiror and approval was received from ECC-C’s bank (secured creditor) to release the Company from their guarantee of the secured bank debt.  After the completion of this transaction, the Company has no ongoing activities and thus, has become a public company shell.





The Company’s consolidated financial statements and related footnote disclosures reflect the ECC-C business as discontinued operations.  The net loss associated with the ECC-C business for 2011, net of applicable income taxes is shown as loss from discontinued operations for all periods presented in accordance with ASC 205-20.




The assets sold and liabilities transferred had respective carrying values of $8,801,506 and $9,653,650 as of October 21, 2011. The net excess of liabilities transferred over assets sold totaled $852,144 and was recorded as an increase to additional paid in capital since the sale was with a commonly controlled group. Therefore, no gain was recorded on the sale.





The loss from discontinued operations consists of the following:




Year endedDecember 31,2011Revenue

$
3,448,213Cost of goods sold


3,063,867Gross profit


384,346Selling, general and administrative expenses


2,001,395Loss from operations


(1,617,049
)Interest expense


(232,856
)Loss from discontinued operations, before tax


(1,849,905
)Income tax provision (benefit)


-Loss from discontinued operations, net of tax

$
(1,849,905
)





Note 3.   Going Concern Uncertainty





The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December





18
 
 TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   31, 2012, the Company had a working capital deficiency of $993,092, a net loss of $1,900,939 for the year ended December 31, 2012, and an accumulated deficit of $23,244,112.





The Company has limited financial resources, has been unprofitable since its inception and currently has no source of revenue generating activities.   These factors raise substantial doubt about its ability to continue as a going concern. Management plans to rely on advances from certain shareholders to fund its ongoing obligations, however, there is no guarantee that the Company will be able to obtain an adequate amount of funding. If the Company is unable to obtain the necessary funding, the Company may have to cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Note 4.  Prepaid Consulting Expense





On August 24, 2010, the Company’s Board of Directors approved the issuance of 3,375,000 restricted shares of common stock to Diversified Equities Partners, LLC (“DEP”), a shareholder and an entity owned by a minority shareholder of the Company, as a non-refundable retainer for financial advisory consulting services to be rendered through September 30, 2012.  These shares were valued at $4,725,000 using the closing market price of our stock on August 24, 2010 of $1.40 per share with the credit recorded to Common Stock and Additional Paid-In Capital and the debit recorded to Prepaid Consulting Expense.  The expense was being amortized over the 25-month period of the contract, but was written off in its entirety on September 30, 2011 because it was determined that the financial advisory consulting services would be of no further value to the Company as a shell.  For the years ended December 31, 2012 and 2011, consulting amortization expense was $0 and $3,969,000, respectively and is classified in general and administrative expenses.





On February 21, 2012, the Company entered into a consulting agreement with Advanced Equity Solutions, Inc. (“AES”), an entity owned by minority shareholders of the Company, to provide for strategic and financial advisory consulting services. The Company’s Board of Directors approved the issuance of 5,000,000 restricted shares of common stock as compensation for this agreement.  The shares were issued on April 5, 2012.





The shares were valued at $1,750,000 using the closing market price of our stock at February 21, 2012 of $0.35 per share. The transaction was initially recorded as Prepaid Consulting Expense and Accrued Consulting Fees Payable. The payable was subsequently eliminated with the common stock issuance on April 5, 2012, and related prepaid was amortized over the six month term of the agreement on a straight-line basis, resulting in the expensing of the full $1,750,000 during the year ended December 31, 2012.





Note 5.  Convertible Notes Payable





In August 2008, the Company began a private placement offering of Units, each Unit consisting of (i) a 3-year, 6% convertible debenture with a conversion price of $2.50 (the “Conversion Price”) per share (subject to adjustment for stock splits and stock dividends) (the “Debentures”), and (ii) a number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Convertible Debenture (the “Warrants”).  This placement offering was in anticipation of the AFT reverse acquisition taking place which became effective on October 14, 2008.





At issuance, each warrant was immediately exercisable into shares of common stock for a term of 3 years at $5.00 per share.  The Warrants also provide anti-dilution protection for the following events: reorganization, reclassification, consolidation, merger or sale; subdivision, combination or other dividend of the Company’s Common Stock.





The private placement was closed on December 14, 2008.  Debentures in the aggregate principal amount of $6,370,000 were sold which included the issuance of 2,548,000 Warrants.  The Debentures are considered to be conventional convertible debt.





The issued Warrants were deemed to have a relative fair market value of $4,068,422 which was recorded as a discount to the face value of the Debentures and as a credit to Additional Paid-In Capital and were accreted to interest expense over the 3-year term of the warrants using the effective interest method.  The Company used the




19


TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







The proceeds of the Debentures were allocated based on the relative fair value of the Debentures and Warrants as of the commitment date.  The Company then calculated the intrinsic value of the beneficial conversion feature embedded in the Debentures and because the amount of the beneficial conversion feature exceeded the fair value allocated to the Debentures, the amount of the beneficial conversion feature to be recorded was limited to the proceeds allocated to the Debentures.  Accordingly, the beneficial conversion feature was calculated to be $2,301,578 and was recorded as an additional discount on the Debentures and a credit to Additional Paid-In Capital of $1,412,578 and a credit of $889,000 to deferred income tax liability.  The Company was accreting the beneficial conversion feature to interest expense over the 3-year term of the debt using the effective interest method. The beneficial conversion feature was fully accreted as of December 31, 2011.





The following table summarizes the convertible note balance as of December 31, 2012 and 2011:




Balance at January 1, 2011

$
969,870Plus: accretion of original issue discount from warrants and beneficial conversion feature


260,130Less: converstion of debt to common stock


(555,000
)Balance at December 31, 2011

$
675,000Less: converstion of debt to common stock


(50,000
)Balance at December 31, 2012

$
625,000




All outstanding convertible debentures at December 31, 2012 totaling $625,000 are past due and are currently due on demand.





The effective annual interest rate for the years ended December 31, 2012 and 2011 was 6% and 35%, respectively. The significantly higher effective interest rate in 2011, is primarily due to the amortization of the discount recorded against the debt for the detachable warrants and beneficial conversion feature.





Note 6.  Advances From Shareholders




Subsequent to the divestiture of the Company’s operating entity (ECC-C) on October 21, 2011, the Company’s operating expenses have been funded primarily by advances from certain shareholders. Going forward, the Company will continue to incur ongoing professional fees in connection with being a public company. As of December 31, 2012 and 2011, $253,466 and $55,940, respectively, of the Company’s expenses has been paid on behalf of the Company by the certain shareholders. $125,000 of the December 31, 2012 balance bears a 3.5% interest rate, and is due upon demand. The remaining December 31, 2012 and entire 2011 advance balances are non-interest bearing and due on demand.




In February 2013, $60,000 of the non-interest bearing shareholder advances were refinanced into advances under a convertible line of credit from DEP, a shareholder and entity owned by a minority shareholder, through February 2016. As a result, the refinanced advances are being shown as long-term at December 31, 2012 on the accompanying balance sheet.





Note 7.  Stockholders’ Equity





Converted Debt








20
 
 TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  In conjunction with the private placement of convertible debt in 2008, $50,000 and $555,000 of the debt was converted to common shares of the Company during the years ended December 31, 2012 and 2011,respectively, at $2.50 per share.  A total of 30,707 and 241,386 common shares were issued for the debt and related interest on the debt during the years ended December 31, 2012 and 2011, respectively.





Warrants




On December 15, 2011, the Board of Directors of the Company approved the extension of the expiration dates of the remaining Warrants to December 31, 2012 at a reduced exercise price of $1.50 per share in order to potentially raise capital in the future. On December 31, 2012, the Board of Directors approved an extension of all outstanding warrant expiration dates to April 30, 2013. On March 18, 2013, the Board of Directors approved the further extension of the expiration date of all of its outstanding warrants to June 30, 2013. As of December 31, 2012, there were 2,311,671 Warrants outstanding, which are exercisable at $1.50 per share until April 30, 2013. All of these warrants remained outstanding in March 2013 and were extended until June 30, 2013.





Stock Issuances




On April 28, 2010, the Company issued 18,337 restricted common shares to an officer valued at $75,000 for services rendered.  Of these shares, 9,168 shares (valued at $37,500) remained unvested until April 28, 2011 and were recorded as deferred compensation.  For the year ended December 31, 2011, amortization of the deferred compensation related to these shares totaled $25,000, and was reported under discontinued operations. For the year ended December 31, 2011, the Company issued 24,834 restricted common shares valued at $85,484 to the same officer in full satisfaction of all compensation due him.





Pursuant to the Company’s Director Compensation Plan, the Company, on October 27, 2011, issued 100,000 common shares to directors valued at $150,000 for services rendered for the period from June 2010 to May 2011. In January 2012, the Company granted 20,000 shares of common stock to a former director in settlement of $30,000 in accrued director compensation.





Employee Stock Purchase Plan




During 2011, 32,335 shares were issued under the Employee Stock Purchase Plan with a total discount of $3,052. The discounted purchase price paid was $0.54 per share. On October 12, 2011, the Company terminated the aforementioned Employee Stock Purchase Plan.





Stock Option Awards





On June 18, 2008, the Board of Directors approved the Company's 2008 Stock Incentive Plan (the “2008 Plan”) which reserves 3,300,000 shares of common stock, under which officers, other key employees, and directors may be granted options to purchase shares of the Company's common stock at not less than the fair market value of such shares on the date of the grant. Options generally become exercisable ratably on the anniversary of the date of the grant over a period of up to four years.  Vesting for all outstanding options is based solely on continued service as an employee of the Company and generally vest upon retirement. Options to purchase shares expire not later than ten years after the grant of the option. The 2008 plan was approved by a majority of the shareholders on August 29, 2008.





All of the employees holding options as of October 21, 2011 were terminated in conjunction with the ECC-C Sale, resulting in forfeiture of all unvested stock options. Vested options for the purchase of 60,500 were exercisable at a weighted exercise price of $3.24 through January 2012. None of these options were ultimately exercised, and thus expired in January 2012.





The Company estimates the fair value of option awards using the Black-Scholes-Merton option-pricing formula, which requires assumptions as to expected dividends, expected life of the option, volatility and the risk-free interest rate at the time of the grant.  The Company records the value of the portion of the award that is ultimately expected to vest as compensation expense ratably over the vesting period of each stock option grant.





21
 
 TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


No stock options were granted during the years ended December 31, 2012 and 2011.





The Company recorded expense (benefit) related to stock option awards of $0 and ($239) for the years ended December 31, 2012 and 2011, respectively.  The following table summarizes information about the Company’s stock options as of December 31, 2012 and 2011 and changes during the years ended December 31, 2012 and 2011:




Number of Options


Weighted

Average

Exercise

Price


Weighted

Average

Remaining

Contract Life

(Years)


Aggregate

Intrinsic

Value(1)Outstanding December 31, 2010


619,500


$
3.32



9.34



-Granted


-


$
-



-



-Canceled or expired


(559,000
)

$
(3.32
)


(9.26
)


-Exercised


-


$
-



-



-Outstanding December 31, 2011


60,500


$
3.24



0.08



-Granted


-


$
-



-



-Canceled or expired


(60,500
)

$
(3.24
)


-



-Exercised


-


$
-



-



-Outstanding December 31, 2012


-


$
-



-



-Exerecisable at December 31, 2012


-


$
-




(1)
The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price.




The Company’s employees were terminated with the ECC-C divestiture on October 21, 2011 and there was no remaining stock option expense to record subsequent to December 31, 2011. All unvested options were cancelled on October 21, 2011 and the remaining vested options remained exercisable until January 21, 2012.





Note 8.  Income Taxes





The income tax provision (benefit) consisted of the following for the years ended December 31, 2012 and 2011:




Years ended December 31,2012


2011Current

$
-


$
-Deferred tax benefit


(59,000
)


(1,707,000
)Subtotal


(59,000
)


(1,707,000
)Change in valuation allowance


59,000



1,707,000Total income tax expense (benefit)

$
-


$
-




At December 31, 2012 and 2011, the Company reviewed all available evidence pertaining to the realization of the Company’s recorded deferred tax assets. The negative evidence available to the Company at December 31, 2012 and 2011 included the Company’s continued significant operating losses recorded through December 31, 2012 and 2011 and the divestiture of the Company’s only operating business on October 31, 2011.  Based on the weighting of the evidence, the Company concluded that a full valuation allowance was continued to be needed as of December 31, 2012 and 2011. Also, due to the divestiture of ECC-C on October 21, 2011, any remaining net





22
 
 TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  deferred tax assets attributable to the subsidiary (approximately $2,742,000) were removed from the Company’s financial statements.





Significant components of the Company’s estimated deferred tax assets and liabilities at December 31 are as follows:




Years ended December 31,2012


2011Deferred tax assets:Accruals and reserves

$
1,000


$
13,000Expenses related to warrants and options


1,550,000



1,550,000Net operating loss carryforwards


1,870,000



1,799,000Total deferred tax assets

$
3,421,000


$
3,362,000Less: valuation allowance


(3,421,000
)


(3,362,000
)Net deferred income tax assets

$
-


$
-




As of December 31, 2012, the Company had federal net operating loss carryforwards of approximately $4,757,000 expiring in various years from 2028 through 2032. Due to the significant ownership change that occurred with the divestiture of ECC-C on October 21, 2011, these federal operating loss carryforwards will likely be severely limited after a U.S. Internal Revenue Code Section 382 study is performed if the Company becomes profitable in the future.





The reconciliation of the tax provision (benefit) compared at the statutory rate to the effective tax rate is as follows for the years ended December 31:


2012


2011Statutory U.S. federal income tax rate


34.0%



34.0%State and local income taxes, net of federal income tax benefit


5.3%



5.3%Permanent differences


(36.2%)



(20.5%)3.1%



18.8%Valuation allowances


(3.1%)



(18.8%)Effective income tax rate


0.0%



0.0%
  Note 9.  Related Party Transactions





As detailed in Note 4, on August 24, 2010, the Company’s Board of Directors approved the issuance of 3,375,000 restricted shares of common stock to Diversified Equities Partners, LLC, an entity owned by a minority shareholder of the Company, as a non-refundable retainer for financial advisory consulting services to be rendered through September 30, 2012.  These shares were valued at $4,725,000 using the closing market price of our stock on August 24, 2010 of $1.40 per share.  The expense was being amortized over the 25-month period of the contract, and was fully written off in 2011. $3,969,000 was recorded to expense under the contract for the year ended December 31, 2011.





The Company entered into a consulting agreement with AES, an entity owned by minority shareholders of the Company, in exchange for strategic and financial advisory consulting services and issued 5,000,000 restricted shares of common stock valued at $1,750,000 using the closing market price of $0.35 on the date the agreement was executed. The expense was recognized all during 2012 over the term of the contract.





During 2012, minority shareholders agreed to pay legal and accounting fees, totaling $127,516, on behalf of the Company and advanced cash funds aggregating $70,000.These transactions were recorded as advances from shareholders. As of December 31, 2012 and 2011, $253,466 and $55,950 were due to minority shareholders, respectively. $125,000 of the December 31, 2012 balance bears a 3.5% interest rate, and is due upon demand. The remaining December 31, 2012 and entire 2011 advance balances are non-interest bearing and due on demand.




23
 
 TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In February 2013, $60,000 of the non-interest bearing shareholder advances were refinanced under a convertible line of credit, as discussed further in Note 13.




Note 10.  Commitments and Contingencies





Legal Proceedings





The Company may be subject to legal proceedings and claims arising in the ordinary course of business.  As of the date hereof, we are not currently involved in any pending or threatened legal proceedings.





Note 11.  Earnings (Loss) Per Share





The Company computes earnings per share using two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common stock and common stock equivalents outstanding.





The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the years ended December 31, 2012 and 2011:




2012


2011Basic loss per share calculation:Net (loss) from continuing operations to common shareholders


$
(1,900,639
)

$
(4,624,765
)Net (loss) from discontinued operations to common shareholders



-



(1,849,905
)Net (loss) to common shareholders




$
(1,900,639
)

$
(6,474,670
)Weighted average common shares outstanding



26,757,555



42,028,798Net loss per share from continuing opeations


$
(0.07
)

$
(0.11
)Net loss per share from discontinued operations


$
-


$
(0.04
)Basic net loss per share




$
(0.07
)

$
(0.15
)Diluted loss per share calculation:Net (Loss) from continuing operations to common shareholders


$
(1,900,639
)

$
(4,624,765
)Net (loss) from discontinued operations to comon shareholders


$
-


$
(1,849,905
)Net income (loss) to common shareholders


$
(1,900,639
)

$
(6,474,670
)Weighted average common shares outstanding



26,757,555



42,028,798Convertible debentures (1)


(1)



-



-Warrants (1)


(2)



-



-Options (1)


(3)



-



-Diluted weighted average common shares outstanding



26,757,555



42,028,798Diluted net loss per share from continuing operations


$
(0.07
)

$
(0.11
)Diluted net loss per share frm discontinued operations


$
-


$
(0.04
)Diluted net loss per share





$
(0.07
)

$
(0.15
)




The following common stock equivalents have been excluded from the diluted per share calculations because they are anti-dilutive:





24


TRAILBLAZERS RESOURCES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(1).         At December 31, 2012 and 2011, there were outstanding convertible debentures and related accruedinterest equivalent to 278,506 and 293,891 common shares respectively.




(2).         At both December 31, 2012 and 2011, there were outstanding warrant equivalents of 2,311,671.




(3).         At December 31, 2012 there were no outstanding option equivalents. At December 31, 2011, there were outstanding option equivalents of 60,500.




Note 12.  Acquisition Agreement





On July 20, 2012, Temple Mountain Energy, Inc., a Minnesota corporation (“TME”), executed an agreement with Trailblazer Resources, Inc. (“Trailblazer”), with regard to Trailblazer’s proposed acquisition of TME’s assets.  TME is a privately-held company with mineral leases, large mining permits and operational assets focused on oil sands mining and processing in the Vernal, Utah area.  Trailblazer would not assume any of TME’s liabilities as a part of the asset purchase.





Under the terms of the proposed acquisition, Trailblazer will issue 26,500,000 shares of its common stock to TME for the purchased assets.  Such shares would represent approximately 48.6% of Trailblazer’s outstanding shares.  In addition, TME agreed to establish a Debt Retirement Escrow account for the purpose of retiring the debt retained by TME upon completion of the asset sale to Trailblazer.  TME has further agreed to deposit 1,500,000 of these shares into this escrow account, with an additional 1,500,000 shares to be contributed by Trailblazer.  TME will also establish an Environmental Liability Escrow and deposit 1,000,000 of the shares issued to it into that escrow account.





The agreement was contingent upon approval by TME’s shareholders.  Subject to completion of due diligence by both parties and the successful completion of the regulatory process, the agreement bound the Company and TME to a January 31, 2013 closing date, which was subsequently extended to April 30, 2013.  On April 12, 2013, the Board of Directors voted not to proceed with the proposed transaction (Note 13).





Note 13.  Subsequent Events




On February 16, 2013 and March 18, 2013, the Board of Directors of Trailblazer Resources, Inc. approved the extension of the expiration date of all of its 2,311,671outstanding warrants to May 31, 2013 and June 30, 2013, respectively.





On February 21, 2013, the Company established a revolving convertible promissory note in the amount of $250,000 with Diversified Equities Partners, LLC (“DEP”), a shareholder and entity owned by a minority shareholder of the Company.  Under the terms of the note, DEP has agreed to make advances to the Company during a three-year period.  Interest accrues on the unpaid principal balance at the rate of eight percent per annum and is to be paid quarterly beginning May 31, 2013.  All outstanding and unpaid principal and all outstanding and accrued unpaid interest shall become due and payable on February 21, 2016.  The Company may prepay the note at any time without penalty and re-borrow under the note.  DEP has the right to convert all or any portion of the note into shares of the Company’s common stock at any time at the rate of $0.067 per share, but the number of shares that may be issued pursuant to this conversion privilege cannot exceed 3,731,343 in the aggregate.





On February 16, 2013 and  March 18, 2013, the Board of Directors of Trailblazer Resources, Inc. approved the extensions of the deadline by which to close its proposed transaction with Temple Mountain Energy, Inc. to March 11, 2013 and  April 30, 2013, respectively.





25


Item 9.          Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
 
 None.
 
 Item 9A.       Controls and Procedures.
 
 Evaluation of Disclosure Controls and Procedures and Changes in Internal Controls
 
 We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President (principal executive officer and principal financial officer) as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.
 
 As of December 31, 2012, our management carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, the President concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2012, because of the identification of the material weakness in internal control over financial reporting described below. Notwithstanding the material weakness that existed as of December 31, 2012, our President has concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
 Management’s Report on Internal Control over Financial Reporting
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
 
 ·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;·
Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. 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, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2012.
 
 26
 As a result of our material weakness described below, management has concluded that, as of December 31, 2012, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.
 
 Material Weakness in Internal Control over Financial Reporting
 
 A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility, that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with its assessment, management identified the following material weaknesses at December 31, 2012:
 
 ·
With the Company now operating as a shell company, there is a lack of segregation of duties within the accounting and financial reporting process.
 ·
Since we use external consultants to prepare our financial statements and provide sufficient documentation of such preparation and review procedures, our sole officer must rely on such documentation.
  Due to our limited resources as a public shell company, we expect these weaknesses in internal control to continue while we search for an acquisition target.
 
 This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the  rules of the SEC that permit us to provide only management’s report in this annual report.
 
 Changes in Internal Control over Financial Reporting
 
 During the period covered by this annual report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 Item 9B.        Other Information.
 
 None.
 
 PART III
 
 Item 10.         Directors, Executive Officers and Corporate Governance.
 
 Our directors and officers, and their ages as of the date of this report, are as follows:
 
 Name
Age
Current Position with CompanySamuel W. Fairchild
58
President, Interim Chief Financial Officer and DirectorMark Huelskamp
58
DirectorMichael T. Murray
63
Corporate Secretary and Director
 
 The term of office of each officer ends at the next annual meeting of our board of directors, expected to take place immediately after the next annual meeting of stockholders, or when such officer’s successor is elected and qualified.  The Board of Directors expects that it will elect the current officers (including those also currently serving as directors) to return to their positions as officers of our Company until the next annual meeting of stockholders.
 
 Samuel W. Fairchild.  Mr. Fairchild has served as a director since October 2008 and as our President and Interim Chief Financial Officer since October 2011.  He had also served as our Chief Executive Officer from October 2008 to June 2010.  Since April 2011, he has been the Chief Executive Officer of Optiwind Corp., a
 
 27
 
  privately-held company located in Torrington, Connecticut, that markets and distributes wind turbines to mid-sized users.  Previously, he served as Chief Executive Officer and Director of Tower Tech Holdings (TWRT), the predecessor to Broadwind Energy (BWEN), from 2006 – 2007, where he led the growth in market capitalization from $40 million to nearly $1 billion through process restructuring, market repositioning, capital formation and responsive corporate governance.  Mr. Fairchild has been the President of the Tadpole Group, an investment portfolio-holding company focused on harvesting value from transformation, since August 2004.  He has also been Managing Director of Theseus Capital Partners, an investment advisory firm, since August 2004.  Prior to founding Theseus in 2004, Mr. Fairchild co-led the Global Government, Transport & Infrastructure Group of PA Consulting Group, a role he assumed in 1999 as a result of PA’s acquisition of GKMG Consulting Services, a strategic consulting firm he founded in 1992.  During that period, he also served as “shadow CEO” of Air New Zealand following the demise of its wholly-owned subsidiary, Ansett Airlines, where he led the Crown’s acquisition of most of the outstanding shares and the comprehensive turnaround of the airline.  He has also served in the White House as senior advisor to President Reagan and Vice President Bush for transportation policy, and was George Bush’s Acting Assistant Secretary of Transportation for Policy and International Affairs.  Following his government service, Mr. Fairchild was a member of the management group at the Carlyle Group, where he helped to establish BDM International’s transportation group before BDM was sold to TRW, Inc.  Since May 1996, Mr. Fairchild has been the Chairman of the Board of Schiphol North America, the owner of JFK’s $1.4 billion Terminal Four and the international arm of Amsterdam Airport’s Schiphol Group.
 
 Mark Huelskamp has been a director since October 2011.  Since February 2001, he has been the President of the Spokane Division of Core-Mark International, Inc., which is wholesale distributor of packaged consumer products to the convenience retail industry in North America.
  Michael T. Murray has been the corporate secretary and a director since October 2011.  Since 2001, he has been the managing partner of R&R Management Funds, LLC, a family owned investment company that focuses on energy, oil and gas, real estate and technology opportunities.  The real estate projects have been throughout the United States, with concentration in Colorado, Florida and Minnesota. The energy related projects are national and international involvements.
 
 We are not aware of any material proceedings to which any of the non-director executive officers, or any associate of any such officer, is a party adverse to us or has a material interest adverse to us or to any of our subsidiaries.  There are no family relationships between any of our non-director executive officers.  During the last five years, none of the non-director officers has (i) had any bankruptcy petition filed by or against any business of which such person was an officer; (ii) had any conviction in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
 
 No directorships are held by any director in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any company registered as an investment company, under the Investment Company Act of 1940.
 
 Nominees to the Board of Directors
  Since our last proxy statement, we have not made any material changes to the procedures by which stockholders may recommend nominees to our board of directors.
 
 Committees
 
 As Mark Huelskamp and Michael Murray are considered our only independent directors at this time, the entire board of directors, rather than committees, acts on various items.  The board of directors has determined that it does not have an audit committee financial expert.
 
 28
 Code of Ethics
 
 Our Board has adopted a Code of Ethics that applies to all of our employees, including our principal executive officer and principal financial officer and persons performing similar functions. The Code of Ethics addresses such topics as protection and proper use of our assets, compliance with applicable laws and regulations, accuracy and preservation of records, accounting and financial reporting, and conflicts of interest. The Code of Ethics is available in print, free of charge to any stockholder who sends a request for a paper copy to Trailblazer Resources, Inc., 2520 St. Rose Parkway, Suite 319, Henderson, Nevada 89074.
 
 Section 16(a) Beneficial Ownership Reporting Compliance
 
 Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission (“SEC”).  Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.
 
 Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal year ended December 31, 2012, there was compliance with all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners, except as follows:  Mark Huelskamp filed a Form 4 in April 2013 to report transactions that occurred in July 2012 and Samuel Fairchild filed Forms 4 in April 2013 to report transactions that occurred in March 2011 and July 2012.
 
 Item 11.           Executive Compensation.
 
 The following table sets forth information regarding the remuneration of our principal executive officer and our executive officers that earned in excess of $100,000 per annum during any part of the last two completed fiscal years:
 Summary Compensation Table
 Name and Principal Position
Fiscal

Year
Salary

($)
Bonus

($)
Stock Awards

($)
Option

Awards

($)
All Other

Compensation

($)
Total

($)Samuel Fairchild,

Chief Executive Officer (1)
2012
-
-
-
-
-
-2011
-
-
-
-
-
-Jamie Mancl,

President (2)
2012

2011
-

74,905
-

-
-

-
-

-
-

8,360 (3)
-

83,265Kenneth Iwinski,

General Counsel and Secretary (4)
2012

2011
-

76,923
-
-

60,484 (5)
-

-
-

8,360 (6)
-

145,767
 
 (1)
Mr. Fairchild previously served as our Chief Executive Officer from October 2008 to June 1, 2010 and has been serving again since October 21, 2011.
 (2)
Mr. Mancl resigned as our President on October 21, 2011.
 (3)
Other compensation for Mr. Mancl during 2011 is comprised solely of amounts paid for health insurance.
 (4)
Mr. Iwinski resigned as our General Counsel and Secretary on October 21, 2011.
 (5)
Mr. Iwinski received an annual $75,000 stock grant, where the number of shares was based on the average of the closing trading price on the 15th of each month during the preceding twelve months, and where half of shares granted vested on the anniversary date and the remaining half vested one year later.  Mr. Iwinski was issued a total of 24,834 shares on November 28, 2011 and 18,337 shares on April 28, 2010.
 (6)
Other compensation for Mr. Iwinski during 2011 is comprised solely of amounts paid for health insurance.
  Outstanding Equity Awards at 2012 Year End
  There were no outstanding equity awards at December 31, 2012.
 
 29
 Director Compensation
 
 During the fiscal year ended December 31, 2012, we did not pay any compensation to our directors.
 
 Stock Plans
  Our stockholders adopted the 2008 Stock Incentive Plan on August 29, 2008, in order to attract, retain and motivate the employees, officers, directors and consultants of our Company and our affiliates and to provide incentives and rewards for superior performance.
 
 Shares Subject to the Stock Incentive Plan.  We may issue Awards equal to no more than 10% of our issued and outstanding common stock under the Stock Incentive Plan, which are outstanding as of the last completed fiscal year.  As of our last fiscal year end, we had 28,069,882 issued and outstanding shares of common stock.  Thus, we are currently authorized to issue Awards representing 2,806,988 shares of common stock.  The number of shares available for Awards, as well as the terms of outstanding Awards, is subject to adjustment as provided in the Stock Incentive Plan for stock splits, stock dividends, recapitalizations and other similar events.
 
 Shares that are subject to any Award that expires, or is forfeited, cancelled or becomes un-exercisable will again be available for subsequent Awards, except as prohibited by law.  In addition, shares that we refrain from delivering pursuant to an Award as payment of either the exercise price of an Award or applicable withholding and employment taxes will be available for subsequent Awards.
 
 Administration.  Either the Board of Directors or a committee appointed by the Board is authorized to administer the Stock Incentive Plan.  The Board and any committee exercising discretion under the Stock Incentive Plan from time to time are referred to as the “Committee.”  To the extent permitted by law, the Committee may authorize one or more persons who are reporting persons for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or other officers, to make Awards to directors, officers or employees who are not reporting persons for purposes of Rule 16b-3 under the Exchange Act, or other officers whom we have specifically authorized to make Awards.  With respect to decisions involving an award intended to satisfy the requirements of Section 162(m) of the Code, the Committee is to consist of two or more directors who are “outside directors” for purposes of that Code section.
 
 Subject to the terms of the Stock Incentive Plan, the Committee has express authority to determine the directors, employees and consultants who will receive Awards, the number of Shares, units or share appreciation rights to be covered by each award, and the terms and conditions of Awards.  The Committee has broad discretion to prescribe, amend and rescind rules relating to the Stock Incentive Plan and its administration, and to interpret and construe the Stock Incentive Plan and the terms of all award agreements.  Within the limits of the Stock Incentive Plan, the Committee may accelerate the vesting of any award, allow the exercise of unvested Awards, and may modify, replace, cancel or renew them.  In addition, the Committee may under certain circumstances buy out options or SARs or, subject to stockholder approval, reduce the exercise price for outstanding options or SARs.
 
 The Stock Incentive Plan provides that we will indemnify members of the Committee and their delegates against any claims, liabilities or costs arising from the good faith performance of their duties under the Stock Incentive Plan.  The Stock Incentive Plan releases these individuals from liability for good faith actions associated with the Stock Incentive Plan’s administration.
 
 Eligibility.  The Committee may grant options that are intended to qualify as incentive stock options, or ISOs, only to employees, and may grant all other Awards to directors, employees and consultants.  The Stock Incentive Plan and the discussion below use the term “participant” to refer to a director, employee or consultants who has received an Award.  The Stock Incentive Plan provides that no more than 1,000,000 Shares may be issued during any calendar year to any participant pursuant to options and SARs Awards under the Stock Incentive Plan.
 
 Options.  Options granted under the Stock Incentive Plan provide participants with the right to purchase Shares at a predetermined exercise price.  The Committee may grant options that are intended to qualify as ISOs or options that are not intended to so qualify, or Non-ISOs.  The Stock Incentive Plan also provides that ISO treatment
 
 30
 
  may not be available for options that become first exercisable in any calendar year to the extent the value of the underlying shares that are the subject of the option exceeds $100,000 (based upon the fair market value of the common stock on the option grant date).
 
 Share Appreciation Rights (SARs).  A SAR generally permits a participant who receives it to receive, upon exercise, cash and/or Shares equal in value to the excess of (i) the fair market value, on the date of exercise, of the common stock with respect to which the SAR is being exercised, over the exercise price of the SAR for such shares multiplied by (ii) the number of shares with respect to which the SAR is being exercised.  The Committee may grant SARs in tandem with options or independently of them.  SARs that are independent of options may limit the value payable on its exercise to a percentage, not exceeding 100%, of the excess value.
 
 Exercise Price for Options and SARs.  The exercise price of ISOs, Non-ISOs, and SARs may not be less than 100% of the fair market value on the grant date of the common stock subject to the award.  The exercise price of ISOs for participants who own more than 10% of our common stock on the grant date may not be less than 110% of the fair market value on the grant date of the underlying Shares subject to the Award.  Neither the Company nor the Committee shall, without shareholder approval, allow for a repricing within the meaning of the federal securities laws applicable to proxy statement disclosures.
 
 Exercise of Options and SARs.  To the extent exercisable in accordance with the agreement granting them, an option or SAR may be exercised in whole or in part, and from time to time during its term; subject to earlier termination relating to a holder’s termination of employment or service.  With respect to options, the Committee has the discretion to accept payment of the exercise price in any of the following forms, or combination of them: cash or check in U.S.  dollars, certain shares of our common stock, and cashless exercise under a plan the Committee approves.
 
 The term over which participants may exercise options and SARs may not exceed ten years from the date of grant (five years in the case of ISOs granted to employees who, at the time of grant, own more than 10% of our common stock).
 
 Restricted Shares, Restricted Share Units, Unrestricted Shares and Deferred Share Units.  Under the Stock Incentive Plan, the Committee may grant restricted shares that are forfeitable until certain vesting requirements are met, may grant restricted share units which represent the right to receive Shares after certain vesting requirements are met, and may grant unrestricted shares as to which the participant’s interest is immediately vested.  For restricted Awards, the Stock Incentive Plan provides the Committee with discretion to determine the terms and conditions under which a participant’s interests in such Awards become vested.  The Stock Incentive Plan provides for deferred share units in order to permit certain directors, consultants or select members of management to defer their receipt of compensation payable in cash or Shares (including Shares that would otherwise be issued upon the vesting of restricted shares and restricted share units).  Deferred share units represent a future right to receive Shares.
 
 Whenever Shares are released pursuant to these Awards, the participant will be entitled to receive additional Shares that reflect any stock dividends that stockholders received between the date of the award and issuance or release of the Shares.  Likewise, a participant will be entitled to receive a cash payment reflecting cash dividends paid to our stockholders during the same period.  Such cash dividends will accrue interest, at 5% per annum, from their payment date to our stockholders until paid in cash when the Shares to which they relate are either released from restrictions in the case of restricted shares or issued in the case of restricted share units.
 
 Performance Awards.  The Stock Incentive Plan authorizes the Committee to grant performance-based Awards in the form of performance units that the Committee may or may not designate as “performance compensation awards” that are intended to be exempt from Code section 162(m) limitations.  In either case, performance awards vest and become payable based upon the achievement, within the specified period of time, of performance objectives applicable to the individual, our Company or any affiliate.  Performance awards are payable in Shares, cash or some combination of the two, subject to an individual participant limit of 1,000,000 Shares and $1,000,000 in cash.  The Committee decides the length of performance periods, but the periods may not be less than one fiscal year.
 
 31
 With respect to performance compensation awards, the Stock Incentive Plan requires that the Committee specify in writing the performance period to which the Award relates, and an objective formula by which to measure whether and the extent to which the Award is earned on the basis of the level of performance achieved with respect to one or more performance measures.  Once established for a performance period, the performance measures and performance formula applicable to the Award may not be amended or modified in a manner that would cause the compensation payable under the Award to fail to constitute performance-based compensation under Code Section 162(m).
 
 Under the Stock Incentive Plan, the possible performance measures for performance compensation awards include basic, diluted or adjusted earnings per share; sales or revenue; earnings before interest, taxes and other adjustments (in total or on a per share basis); basic or adjusted net income; returns on equity, assets, capital, revenue or similar measure; economic value added; working capital; total stockholder return; and product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions and sales of assets of affiliates or business units.  Each measure will be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by us (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a performance compensation award, to the extent permitted under Code section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles.  Performance measures may vary from performance period to performance period and from participant to participant, and may be established on a stand-alone basis, in tandem or in the alternative.
 
 Income Tax Withholding.  As a condition for the issuance of Shares pursuant to Awards, the Stock Incentive Plan requires satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Awards or the issuance of Shares.
 
 Transferability.  Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of other than by will or the laws of descent and distribution, except to the extent the Committee permits lifetime transfers to charitable institutions, certain family members or related trusts or as otherwise approved by the Committee.
 
 Certain Corporate Transactions.  The Committee shall equitably adjust the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Stock Incentive Plan but as to which no Awards have yet been granted or that have been returned to the Stock Incentive Plan upon cancellation, forfeiture or expiration of an Award, as well as the price per share covered by each such outstanding Award, to reflect any increase or decrease in the number of issued and outstanding common stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the common stock, or any other increase or decrease in the number of issued and outstanding common stock effected without receipt of consideration by us.  In the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Stock Incentive Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced.  In any case, such substitution of securities will not require the consent of any person who is granted Awards pursuant to the Stock Incentive Plan.
 
 In addition, in the event or in anticipation of a Change in Control, the Committee may at any time in its sole and absolute discretion and authority, without obtaining the approval or consent of our stockholders or any participant with respect to his or her outstanding Awards (except to the extent an Award provides otherwise), take one or more of the following actions: (a) arrange for or otherwise provide that each outstanding Award will be assumed or substituted with a substantially equivalent Award by a successor corporation or a parent or subsidiary of such successor corporation; (b) accelerate the vesting of Awards for any period (and may provide for termination of unexercised options and SARs at the end of that period) so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested; (c) arrange or otherwise provide for payment of cash or other consideration to participants in exchange for the satisfaction and cancellation of outstanding Awards; or (d) terminate outstanding Awards upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a date immediately prior to consummation of the Change of Control.  To the extent that an Award is not exercised prior to
 
 32
 
  consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation.
 
 Term of Stock Incentive Plan; Amendments and Termination.  The term of the Stock Incentive Plan expires on July 31, 2018.  The Board of Directors may from time to time, amend, alter, suspend, discontinue or terminate the Stock Incentive Plan; provided that no amendment, suspension or termination of the Stock Incentive Plan shall materially and adversely affect Awards already granted unless it relates to an adjustment pursuant to certain transactions that change our capitalization or it is otherwise mutually agreed between the participant and the Committee.  In addition, the Committee may not cancel an outstanding option that is underwater for the purpose of reissuing the option to the participant at a lower exercise price or granting a replacement Award of a different type.  Notwithstanding the foregoing, the Committee may amend the Stock Incentive Plan to eliminate provisions which are no longer necessary as a result of changes in tax or securities laws or regulations, or in the interpretation thereof.
 
 Termination, Rescission and Recapture.  Each Award under the Stock Incentive Plan is intended to align the participant’s long-term interest with our interests.  If the participant engages in certain activities (such as disclosure of confidential or proprietary information without appropriate authorization, breaches certain agreements relating to the protection of our intellectual property, solicits our employees to leave our Company or renders services to an organization or business which is, or working to become, competitive to us), either during employment or after the participant has terminated his employment or other relationship with us for any reason, the participant is deemed to be acting contrary to our long-term interests.  In such cases, except as otherwise expressly provided in the Award Agreement, we may terminate any outstanding, unexercised, unexpired, unpaid or deferred Awards, rescind any exercise, payment or delivery pursuant to the Award, or recapture any Shares (whether restricted or unrestricted) or proceeds from the participant’s sale of Shares issued pursuant to the Award.
 
 As of December 31, 2012, there were no outstanding options under the Stock Incentive Plan.
 
 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
 The following table sets forth certain information regarding beneficial ownership of our common stock on March 26, 2013 by each person who is known by us to own beneficially more than 5% of the outstanding shares of common stock and our current directors and executive officers.  Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 26, 2013 are deemed outstanding for purposes of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
 
 Name and Address of Beneficial Owners (1)
Amount and Nature of

Beneficial Ownership
Percent of Class for Vote (2)Diversified Equities Partners, LLC

2600 Paseo Verde Parkway #200

Henderson, NV 89074
2,045,020 (3)
7.3%Advanced Equity Solutions Inc.

564 Wedge Drive

Fernley, NV 89408
2,000,000
7.1%Samuel W. Fairchild
976,502 (4)
3.5%Mark Huelskamp
322,428
1.1%Michael Murray
0
--Officers and directors as a group (3 persons)
1,298,930
4.6%
 *           Less than 0.1%
 ______________
 (1)
To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, it is anticipated that each person named in the table will have sole voting and investment power with respect to the shares set forth opposite such person’s name.
 (2)
Based on 28,069,882 shares of common stock outstanding as of March 26, 2013.
 (3)
Includes 895,522 shares issuable upon conversion of amounts owed under a convertible promissory note.
  33
   (4)
Includes 40,000 shares of common stock held by Mr. Fairchild’s spouse and minor children and 33,400 shares of common stock issuable upon exercise of warrants.
 
 Changes in Control
 
 There are no agreements known to management that may result in a change of control of the Company.
 
 Equity Compensation Plan Information
 
 The following table provides information as of December 31, 2012, with respect to shares of our common stock that may be issued under our existing equity compensation plans:
 
 Plan Category
Number of securities to be

issued upon exercise of

outstanding options,

warrants and rights
Weighted average

exercise price of outstanding

options, warrants and rights
Number of securities

remaining available

for future issuanceEquity compensation plans approved by security holders
-0-
--
2,806,988
 
 Item 13.          Certain Relationships and Related Transactions, and Director Independence.
 
 Our officers and directors are now and may in the future become stockholders, officers or directors of other companies that may be engaged in business activities similar to those conducted by us.  Accordingly, direct conflicts of interest may arise in the future with respect to such individuals acting on our behalf or other entities.  Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.  Although we do not currently have a right of first refusal pertaining to opportunities that come to management’s attention insofar as such opportunities may relate to our business operations, we have established a conflict of interest policy intended to ensure timely disclosure and avoidance of activities and relationships that conflict with the interests of the Company.
 
 Our officers and directors are subject to the restriction that all opportunities contemplated by our business plan which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to our Company.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.
 
 All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party.  A majority of the independent, disinterested members of our board of directors will approve future affiliated transactions.
 
 Jamie L. and Jennifer L. Mancl.  Mr. Mancl owns 100% of M&W, which owned and leased our manufacturing plant to us in 2008.  On October 27, 2010, we entered into an unsecured promissory note bearing interest at an annual interest rate of 6% per annum pursuant to which we borrowed $25,000 from M&W.  This liability was assumed by ECC-C in conjunction with the October 21, 2011 sale of ECC-C.
 
 Mr. Mancl also owns 100% of FPF, which is a distributor of imported fiberglass piping and fitting products.  ECC-C purchased products from FPF from time to time for use in the manufacture of our products.  During 2012 and 2011, products purchased from FPF totaled $-0- and $­­­­­67,203, respectively.  As of December 31, 2012 and 2012, we did not owe any amounts to FPF.  Our board of directors reviewed the related party transactions with FPF and determined it was in our best interest to purchase products from FPF given their high quality, the limited availability of such products from other suppliers at a competitive price and the costs to produce or import comparable products.
 
 On October 21, 2011, we completed the sale of  ECC-C to Jamie and Jennifer Mancl and entities affiliated with the them (collectively, the “Mancls”) in exchange for substantially all of the Mancls’ shares of our common stock, pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011.
 
 34
 Convertible Debentures and Warrants.  During 2008, we conducted a private offering of units consisting of (i) a 3-year, 6% convertible debenture with a conversion price of $2.50 per share, and (ii) a number of warrants exercisable into shares of the Company’s common stock equal to the number of shares issuable upon conversion of the principal amount of the Debentures.  Each Warrant was originally exercisable into shares of common stock for a term of 3 years at $5.00 per share.  Samuel W. Fairchild, Thomas J. Klismith, Daniel P. Wergin, James F. Miller and Jeffrey S. Keuntjes, all of whom were officers and directors at the time, participated in our private placement of debentures and warrants and, in 2009, each converted their Debentures into shares of our common stock.
 
 On March 8, 2010, our Board of Directors approved the temporary reduction of the exercise price of outstanding warrants to $2.50 per share from $5.00 per share.  The following table details the Warrants exercised during 2010 by these individuals:
 
 Name
Warrants Exercised
Total Exercise Price ($)Samuel W. Fairchild
-
-Thomas J. Klismith
-
-Daniel P. Wergin
20,000
50,000James F. Miller
40,000
100,000Jeffrey S. Keuntjes
2,000
5,000
  On December 15, 2011, the Board of Directors extended the expiration date of the remaining outstanding Warrants, including those owned by Messrs. Fairchild and Klismith, to December 31, 2012 and reduced the exercise price to $1.50 per share.  The expiration date of the Warrants has since been further extended to June 30, 2013.
 
 Diversified Equity Partners, LLC   On August 24, 2010, our Board of Directors approved the issuance of 3,375,000 restricted shares of common stock to Diversified Equities Partners, LLC (“Diversified”) an entity owned by a minority shareholder, as a non-refundable retainer for financial advisory consulting services to be rendered through September 30, 2012.  These shares were valued at $4,725,000 using the closing market price of our stock on August 24, 2010 of $1.40 per share.
 
 On February 21, 2013, we established a revolving convertible promissory note in the amount of $250,000 with Diversified.  Under the terms of the note, Diversified has agreed to make advances to us during a three-year period.  Interest accrues on the unpaid principal balance at the rate of 8% per annum and is to be paid quarterly beginning May 31, 2013.  All outstanding and unpaid principal and all outstanding and accrued unpaid interest shall become due and payable on February 21, 2016.  We may prepay the note at any time without penalty and re-borrow under the note.  Diversified has the right to convert all or any portion of the note into shares of our common stock at any time at the rate of $0.067 per share, but the number of shares that may be issued pursuant to this conversion privilege cannot exceed 3,731,343 in the aggregate.
 
 AES Consulting Agreement.  On February 21, 2012, the Company entered into a consulting agreement with Advanced Equity Solutions, Inc. (“AES”), an entity owned by minority shareholders of the Company, to provide for strategic and financial advisory consulting services. The Company’s Board of Directors approved the issuance of 5,000,000 restricted shares of common stock as compensation for this agreement.  The shares were issued on April 5, 2012.
 
 Director Independence
 
 The Board of Directors has determined that the following members of the Board are independent directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2): Mark Huelskamp and Michael Murray.  In assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company and our independent directors or their affiliated companies.  This review is based primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our Company or our management.
 
 35
 Item 14.        Principal Accountant Fees and Services.
 
 Fees paid to Moquist Thorvilson Kaufmann LLC during 2012 and 2011 were as follows:
 
 2012


2011Audit Fees (1)

$
46,150


$
86,375Audit-Related Fees (2)


2,248



2,681Tax Fees


—



—All Other Fees

­—



—Total Fees

$
48,398


$
89,056
 
 (1)
The amount billed to us for professional services related to the audit of our annual financial statements as of December 31, 2012 and 2011 and included reviews of our quarterly reports on Form 10-Q.
 (2)
This amount was billed to us for professional services provided as follows:  2012 and 2011 – primarily fees incurred in connection with the audit and reviews of our financial statements and were not included above under “Audit Fees”.
 
 The Board of Directors has considered whether the provision of the non-audit services described above by an external auditor is compatible with maintaining the auditor’s independence, and determined that these non-audit services are compatible with the required independence.  The Board of Directors pre-approves all services to be provided to our Company by the independent auditors.  This includes the pre-approval of (i) all audit services, and (ii) any significant (i.e., not de minimis) non-audit services.  Before granting any approval, the Board of Directors gives due consideration to whether approval of the proposed service will have a detrimental impact on the auditor’s independence.  All services provided by and fees paid to our independent auditors in 2012 and 2011 were pre-approved by the Board of Directors.
 
 PART IV
 
 Item 15.          Exhibits, Financial Statement Schedules.
 
 Regulation

S-K Number
Document3.1
Amended and Restated Articles of Incorporation effective October 14, 2008 (1)3.2
Amended and Restated Bylaws adopted October 14, 2008 (1)3.3
Certificate of Amendment to Articles of Incorporation (2)4.1
Form of Debenture (3)4.2
Form of Warrant (3)10.1
2008 Stock Incentive Plan (1)10.2
Stock Purchase Agreement dated August 12, 2011 (4)10.3
Consulting Agreement with Advanced Equity Solutions, Inc. dated February 21, 2012 (5)10.4
Revolving Convertible Promissory Note to Diversified Equities Partners, LLC dated February 21, 2013 (6)14.1
Code of Ethics31.1
Rule 13a-14(a) Certification of Samuel W. Fairchild32.1
Certification of Samuel W. Fairchild Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101*
Financial statements from the Annual Report on Form 10-K of Trailblazer Resources, Inc. for the fiscal year ended December 31, 2012, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Stockholders’ Equity (Deficit); (iv) the Statements of Cash Flows; and (v) the Notes to Financial Statements. (7)
  (1)
Filed as an exhibit to the Current Report on Form 8-K dated October 14, 2008, filed October 17, 2008.
 (2)
Filed as an exhibit to the Current Report on Form 8-K dated October 21, 2011, filed October 27, 2011.
 (3)
Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 19, 2008.
 (4)
Filed as an exhibit to the Current Report on Form 8-K dated August 12, 2011, filed August 19, 2011.
 (5)
Filed as an exhibit to the Current Report on Form 8-K dated April 5, 2012, filed April 10, 2012.
  36
   (6)
Filed as an exhibit to the Current Report on Form 8-K dated February 21, 2013, filed February 27, 2013.
 (7)
To be filed by amendment.
 *In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
  37
  SIGNATURES
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 TRAILBLAZER RESOURCES, INC.Dated:  April 15, 2013
By:
/s/ Samuel W. FairchildSamuel W. Fairchild, President
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
  Signature

Title

Date/s/ Samuel W. Fairchild

President, Interim Chief Financial Officer

and Director (Principal Executive Officer

and Interim Principal Financial Officer)

April 15, 2013Samuel W. Fairchild/s/ Mark Huelskamp

Director

April 15, 2013Mark Huelskamp/s/ Michael Murray

Director

April 15, 2013Michael Murray