UNITED
      STATES
              SECURITIES
      AND EXCHANGE COMMISSION
              Washington,
      D.C. 20549
              
              FORM
      10-K





Mark
One




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


For the
fiscal year ended December 31, 2009





o           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


Commission
file number: 333-146405





GENERATION ZERO GROUP,
INC.


(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





VELOCITY OIL & GAS,
INC.


(FORMER
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





Nevada
            
            20-5465816(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification No.)





FIVE
CONCOURSE PARKWAY


SUITE
2925


ATLANTA, GA
30328


(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)





1100
HAMMOND DRIVE


SUITE
410-A144


ATLANTA, GA
30328


(ADDRESS
OF FORMER EXECUTIVE OFFICES)





(770) 392 4898 ext
2742


(REGISTRANT'S
TELEPHONE NUMBER)





Securities
registered under Section 12(b) of the Exchange Act:





NONE.





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





NONE.





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





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





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





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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]





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





Large
      accelerated filer  [ ]
            Accelerated
      filer[ ]Non-accelerated
      filer   [ ]
            Smaller
      reporting company  [X]


(Do not
check if a smaller  reporting company)





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





The
issuer's revenues for the most recent fiscal year ended December 31, 2009 were
$0.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing value of the Registrant's
common stock on June 30, 2009, was approximately $135,250.





As of
April 13, 2010, the issuer had 126,205 shares of common stock, $0.001 par value
per share outstanding.





Documents
Incorporated by Reference: NONE








Generation
Zero Group, Inc.


FORM
10-K


Table
of Contents





Part
I




Item
      1. Business
            5Item
      1A. Risk Factors
            8Item
      2. Properties
            14Item
      3. Legal Proceedings
            14Item
      4. (Removed and Reserved)
            14





Part II




Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
            15Item
      6. Selected Financial Data
            17Item
      7. Management's Discussion and Analysis or Plan of
    Operation
            17Item
      8. Financial Statements and Supplementary Data
            F-1Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            22Item
      9A. Controls and Procedures
            22Item
      9B. Other Information
            23





Part
III




Item
      10. Directors, Executive Officers and Corporate Governance
            24Item
      11. Executive Compensation
            25Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
            26Item
      13. Certain Relationships and Related Transactions
            27Item
      14. Principal Accountant Fees and Services
            29





Part
IV


Item
      15. Exhibits, Financial Statement Schedules
              30










FORWARD
LOOKING STATEMENTS





Statements
made in this Form 10-K that are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933 (the "Act") and Section 21E
of the Securities Exchange Act of 1934. These statements often can be identified
by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or
"continue," or
the negative thereof. We intend that such forward-looking statements be subject
to the safe harbors for such statements. We wish to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond our control
that could cause actual results and events to differ materially from historical
results of operations and events and those presently anticipated or projected.
We disclaim any obligation subsequently to revise any forward-looking statements
to reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated
events.  References in this Form 10-K, unless another date is stated,
are to December 31, 2009.





Available
Information





The
Company files annual, quarterly, current reports, and other information with the
U.S. Securities and Exchange Commission (the “Commission”). You may
read and copy documents referred to in this Report that have been filed with the
Commission at the Commission’s Public Reference Room, 100 F Street, N.E.,
Washington, DC 20549.  You may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can
also obtain copies of our Commission filings by going to the Commission’s
website at http://www.sec.gov.

















-4-


PART
I





ITEM
1.  DESCRIPTION OF BUSINESS





Corporate
History





Generation
Zero Group, Inc. (“we,” the “Company,” and “us”) was formed as a
Nevada corporation on May 16, 2006 under the name Velocity Oil & Gas,
Inc.  The Company originally operated as a start-up entity with the
intention of being involved in oil and gas exploration and development with a
geographic focus in Texas and Louisiana.





On or
around November 10, 2009, Travel Engine Solutions, LLC (“Travel Engine”)
subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”,
which include super majority voting rights as described in greater detail below
under “Description of
Capital Stock”) for aggregate consideration of $175,000.  A
total of $50,000 of the funds for the Series A Shares was received immediately
and pursuant to the terms of the Subscription Agreement, we agreed to issue
Travel Engine one share of Series A Preferred Stock in connection with such
payment, which share (the “Series A Preferred
Share”) was to be held in trust until such time as Travel Engine paid the
remaining $125,000 due pursuant to the terms of the Subscription Agreement,
which the Company received in December 2009.





On or
around December 18, 2009, the Board of Directors of the Company increased the
number of Directors of the Company from two (2) to three (3).  The
Board also appointed Matthew Krieg, the beneficial owner of Travel Engine, as a
Director of the Company to fill the vacancy left by the increase in Directors
pursuant to the authority provided to the Board of Directors in the Company’s
Bylaws (the “Appointment”).  Immediately
following the Appointment, and effective December 18, 2009, Edwargo
Setjadiningrat resigned as President, Chief Executive Officer, Chief Financial
Officer and Director of the Company and Frank Jacobs resigned as Secretary and
Director of the Company.





The Board
of Directors, then consisting of Mr. Krieg appointed Mr. Krieg as President,
Chief Executive Officer, Chief Financial Officer, Treasurer and as Secretary of
the Company, effective December 18, 2009.





On or
around January 21, 2010, Matthew Krieg, the then sole Director of the Company
and Mr. Krieg as the Manager and beneficial owner of Travel Engine Solutions,
LLC (“Travel
Engine”), our majority shareholder (holding 1,000 shares of the Company’s
Series A Preferred Stock, which in aggregate votes 51% of the Company’s
outstanding voting shares on any shareholder votes) approved via a consent to
action without meeting of the sole Director and majority shareholder of the
Company, the filing of a Certificate of Amendment to the Company’s Articles of
Incorporation (the “Certificate”) to (a)
authorize and approve a 1 for 100 reverse stock split (the “Stock Split”) of the
Company’s authorized and outstanding common stock, effective as of the close of
business on February 12, 2010, which Stock Split did not affect the authorized
or outstanding shares of the Company’s preferred stock; (b) to change the
Company’s name to “Generation Zero Group,
Inc.” (the “Name Change”); (c) to
reauthorize 100,000,000 shares of $0.001 par value per share common stock
following the Stock Split; (d) to re-authorize 10,000,000 shares of “blank
check”  preferred stock, $0.001 par value per share following
the Stock Split (collectively with (c) the “Authorized Share
Transactions”); and (e) to provide that the Company elects, pursuant to
Section 78.434 of the Nevada Revised Statutes (the “NRS”), to not be
governed by Sections 78.411 to 78.444 of the NRS, inclusive and Sections 78.378
to 78.3793, inclusive, of the NRS (the “Elections”).





The
Certificate, the Stock Split, the Name Change, the Authorized Share Transactions
and the Elections were effective with the Secretary of State of Nevada on
February 12, 2010, and were effective with the Over-The-Counter Bulletin Board
on March 8, 2010.





Unless
otherwise noted, the effect of the Stock Split and Name Change has been
retroactively reflected throughout this report.


-5-


Operations





We are a
development stage company with limited operations, which has not generated any
revenues to date, and does not anticipate being able to generate revenues until
we can raise substantial additional capital.





Our
wholly-owned subsidiary, South Marsh LLC, a Delaware limited liability company
(“South Marsh”)
previously held oil and gas exploration assets, which have since expired or have
been relinquished. The financial crisis of 2008 and the subsequent collapse of
the natural gas prices have made drilling in the Gulf of Mexico
unattractive.





The
Company is continuing its current business model, but also currently
contemplating a change in business focus from oil and gas exploration activities
to internet, technology and entertainment related businesses, however, as of the
date of this filing, the Company has not undertaken any actions in connection
with its contemplated internet, technology or entertainment related
operations.





We have
no lines of credit or other bank financing arrangements. Generally, we have
financed operations to date through the proceeds of the private placement of
equity and debt securities and loans from our shareholders.





In
connection with our business plan, management will try and delay additional
increases in operating expenses and capital expenditures. We will need to raise
additional capital and revenues to meet both short-term and long-term operating
requirements.





We have
undertaken certain actions and continue to implement changes designed to improve
our financial results and operating cash flows. The actions involve certain
cost-saving initiatives and growing strategies. For example, we do not have a
seasoned staff of public company officers beyond the extent of experience and
abilities of our Chief Executive Officer.





Our
financial statements contain information expressing substantial doubt about our
ability to continue as a going concern. The consolidated financial statements
have been prepared "assuming that we will
continue as a going concern," which contemplates that we satisfy our
liabilities and commitments in the ordinary course of business.





MATERIAL
EVENTS:





On June
1, 2007, we issued Capersia Pte. Ltd. (“Capersia”) an $8,000
Promissory Note to evidence an $8,000 loan we received from Capersia, which
Promissory Note was amended in December 2007 (the “Note”).  The
Note had an effective date of June 13, 2007, and bears interest at the rate of
6% per annum until paid in full.  Capersia had the right at any time
prior to the date such Note was repaid to convert any or all of the outstanding
principal amount of the Note into shares of the Company’s common stock at a
conversion price of $10 per share.  The Note is payable on demand;
however, Capersia agreed to provide the Company at least one (1) year and one
(1) day notice prior to the due date of such Note, and any amounts not paid when
due accrue interest at the rate of 15% per annum.





On or
around November 7, 2008, the Promissory Note was amended to reflect an increased
amount owed to the Company of $12,764.





On or
around August 20, 2009, we entered into an amendment to the Note, pursuant to
which we agreed to amend the conversion price of the Note to $0.001 per share
(which as described below was not affected by the reverse stock split), and to
allow Capersia to convert $1,000 of the amount owed under the Note into
1,000,000 shares of our common stock which after the reverse split was reduced
to 10,000 shares of our common stock.





On or
around November 10, 2009, Capersia sold its entire interest in the Note to
Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven
Palm Investments, LLC. (50%) (“Seven Palm”). As of
the filing of this report, neither Cascata nor Seven Palm has provided us notice
of their intention to demand repayment of the Note or otherwise convert such
Note into shares of our common stock.


-6-


On or
around April 13, 2010, Cascata and Seven Palm entered into acknowledgments with
the Company, whereby the Company acknowledged that the conversion price of the
Note was not affected by the Company’s 1:100 reverse stock split and remained at
$0.001 per share, and each holder agreed that they will not be able to convert
the Note into a number of common shares that would result in them owning more
than 4.99% of the issued and outstanding common stock of the Company and that
neither holder would transfer or sell the Note to any third parties without the
prior written consent of the Company, which consent will not be unreasonably
withheld.





If the
remaining approximately $11,764 of principal was converted into shares of the
Company’s common stock, such Promissory Note would convert into 11,764,000
shares of common stock, however, as described above, both Seven Palm and Cascata
have agreed that neither of them will ever convert an amount of the Note such
that after such conversion either party would own in excess of 4.99% of the
Company’s then outstanding common stock, so converting the Note can never be
used to effect a change of control by Cascata or Seven Palm.





EMPLOYEES





We
currently have one executive employee who works for us on a part-time basis, our
President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Secretary and Director, Matthew Krieg.  We currently have no plans to
increase our number of employees, and do not plan on increasing our number of
employees until we are able to obtain positive cash flows, funding permitting,
of which there can be no assurance.





COMPETITION





We face
competition from numerous other oil and gas exploration and development
companies, which have greater resources than we do, already have producing
properties, and may be better able to find and extract commercial quantities of
oil and gas, and therefore may be able to offer their oil and gas products at
prices lower than we will be able to, assuming we find any oil and gas and/or
purchase any producing properties in the future, of which there can be no
assurance due to the fact that we will need to raise substantial additional
capital prior to the acquisition of any producing or non-producing oil and gas
interests.





In the
event we take steps in the future to change our business focus to internet,
technology and/or entertainment related operations, we will compete with
additional entities and competitors, who have greater resources than we do, and
as such, we may be unable to compete with such competitors.





COSTS
AND EFFECTS OF COMPLIANCE WITH GOVERNMENT REGULATIONS AND ENVIRONMENTAL
LAWS





Various
federal, state and local laws regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, will
directly impact our future oil and gas exploration, development and production
operations, if any, and consequently may impact our operations and costs moving
forward. These regulations include, among others, (i) regulations by the
Environmental Protection Agency and various state agencies regarding approved
methods of disposal for certain hazardous and non-hazardous wastes; (ii) the
Comprehensive Environmental Response, Compensation, and Liability Act, Federal
Resource Conservation and Recovery Act and analogous state laws which regulate
the removal or remediation of previously disposed wastes (including wastes
disposed of or released by prior owners or operators), property contamination
(including groundwater contamination), and remedial plugging operations to
prevent future contamination; (iii) the Clean Air Act and comparable state and
local requirements which may result in the gradual imposition of certain
pollution control requirements with respect to air emissions from our
operations; (iv) the Oil Pollution Act of 1990 which contains numerous
requirements relating to the prevention of and response to oil spills into
waters of the United States; (v) the Resource Conservation and Recovery Act
which is the principal federal statute governing the treatment, storage and
disposal of hazardous wastes; and (vi) state regulations and statutes governing
the handling, treatment, storage and disposal of naturally occurring radioactive
material.  Since our current business is in exploration and we do not
currently have any active oil and gas operations, we have not had any costs
associated with the above regulations to date; however, assuming that we have
any oil and gas operations in the future, of which there can be no assurance, we
anticipate the costs required to comply with the regulations above will be
substantial.  Furthermore, if we have any oil and gas operations in
the future, and we are deemed not to be in compliance with applicable
environmental laws, we could be forced to expend substantial amounts to be in
compliance, which would have a materially adverse effect on our available cash
and liquidity, and/or could force us to curtail or abandon our current business
operations.


-7-


In the
event our operations change in the future to exclusively internet, technology
and entertainment, we do not anticipate having any significant costs associated
with our compliance with government regulations or environmental
laws.





PATENTS,
TRADEMARKS, LICENSES AND FRANCHISES





None.





ITEM 1A. RISK
FACTORS





The
Company’s securities are highly speculative and should only be purchased by
persons who can afford to lose their entire investment in us. You should
carefully consider the following risk factors and other information in this
report before deciding to become a holder of our common stock. If any of the
following risks actually occur, our business and financial results could be
negatively affected to a significant extent.





The
Company's business is subject to the following Risk Factors (references to
"our," "we," "Generation Zero" and
words of similar meaning in these Risk Factors refer to the
Company):





Risks Relating To Our
Planned Business Operations





WE
WILL NEED ADDITIONAL FINANCING TO CONTINUE OUR BUSINESS PLAN, WHICH FINANCING,
IF WE ARE UNABLE TO RAISE MAY FORCE US TO SCALE BACK OR ABANDON OUR BUSINESS
PLAN.





We
anticipate the need for approximately $50,000 of additional funding moving
forward to support our operations and continue our current oil exploration
business plan for approximately the next 12 months unless a project is found
that warrants oil and gas operations, at which time additional funds would be
required to be raised by the Company to undertake such
operations.  Moving forward, we anticipate Matthew Krieg, our officer
and Director and the Company’s largest shareholder, will continue funding us,
although he has made no such commitments.  We also hope to raise
additional funds through the sale of debt and/or equity to enable us to
implement our corporate plan.





We do not
currently have any commitments or identified sources of additional capital from
third parties or from our officers, directors or majority
shareholders.   If we are not able to raise the capital necessary to
continue our business operations we may be forced to abandon or curtail our
business plan and/or suspend our business activities.





SHAREHOLDERS
MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING, SATISFY
OBLIGATIONS AND/OR COMPLETE ACQUISITIONS THROUGH THE ISSUANCE OF ADDITIONAL
SHARES OF OUR COMMON STOCK OR OTHER SECURITIES.





We have
no committed source of financing. Wherever possible, our Board of Directors will
attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of
our common stock or other securities. Additionally, moving forward, we may
attempt to conduct acquisitions of other entities or assets using our common
stock or other securities as payment for such acquisitions.  Our Board
of Directors has authority, without action or vote of the shareholders, to issue
all or part of the authorized but unissued shares of common stock and preferred
stock with various preferences and other rights. These actions may result in
substantial dilution of the ownership interests of existing shareholders, and
dilute the book value of the Company’s common stock.


-8-


WE
CURRENTLY HAVE NEGATIVE WORKING CAPITAL.





We
currently have a working capital deficit of $1,797 and a total accumulated
deficit of $441,967, and as such we will need to raise substantial additional
capital to continue our business operations.  Moving forward, we may
be forced to raise such funds on unfavorable terms, if at all.  Our
failure to raise additional capital could diminish the value of our securities
and/or cause them to become worthless.





WE
ARE CURRENTLY ACTIVELY PURSUING AN ACQUISITION AND/OR MERGER OPPORTUNITY AND MAY
CHOOSE TO ENTER INTO A MERGER AND/OR ACQUISITION TRANSACTION IN THE
FUTURE.





We have
been actively looking for acquisition or merger opportunities that will enhance
our value and growth prospects.  Therefore, in the future, we may
enter into a merger and/or acquisition with a separate company in the future,
our majority shareholders may change and new shares of common or preferred stock
could be issued resulting in substantial dilution to our then current
shareholders. As a result, if there were  new majority shareholders,
they will likely change the composition of our Board of Directors and replace
our current management. The new management will likely change our business focus
and we can make no assurances that our new management will be able to properly
manage our direction or that this change in our business focus will be
successful. If we do enter into a merger or acquisition, and our new management
fails to properly manage and direct our operations, we may be forced to scale
back or abandon our operations, which will cause the value of our common stock
to decline or become worthless. We have not entered into any merger or
acquisition agreements as of the date of this filing.





WE
WILL FACE ADDITIONAL UNKNOWN RISKS AND UNCERTAINTIES IN THE EVENT WE CHOOSE TO
EXPAND OR CHANGE OUR PRIMARY BUSINESS FOCUS TO INTERNET, TECHNOLOGY AND
ENTERTAINMENT ACTIVITIES IN THE FUTURE.





In the
event the Company chooses to expand or change its primary business focus away
from oil and gas operations (which risks are described below) and instead focus
on internet, technology and entertainment activities, we will face numerous
unknown and uncertain risks associated with our ability to compete in this new
market, pricing for our products and/or services, our ability to raise capital,
and potential other risks associated with our operations.  If any of
these unknown and/or uncertain risks were to occur, it would likely have a
materially adverse effect on our operations, could cause the value of our
securities to decline in value and/or become worthless, and could force us to
curtail or abandon our business activities.





Risks Relating to Our
Possible Oil and Gas Operations





BECAUSE
OF THE SPECULATIVE NATURE OF OIL AND GAS EXPLORATION, THERE IS SUBSTANTIAL RISK
THAT WE WILL NOT FIND ANY COMMERCIALLY EXPLOITABLE OIL OR GAS AND THAT OUR
BUSINESS WILL FAIL.





The
search for commercial quantities of oil as a business is extremely risky. We
cannot provide investors with any assurance that we will be able to obtain
properties in the future and/or that any properties we obtain will contain
commercially exploitable quantities of oil and/or gas, in the event we continue
our oil and gas exploration activities.  Future exploration
expenditures made by us, if any, may not result in the discovery of commercial
quantities of oil and/or gas in any future properties we may acquire the rights
to, and problems such as unusual or unexpected formations and other conditions
involved in oil and gas exploration often result in unsuccessful exploration
efforts. If we are unable to find commercially exploitable quantities of oil and
gas, in any properties we may acquire in the future, and/or we are unable to
commercially extract such quantities we may find in any properties we may
acquire in the future, we may be forced to abandon or curtail our business plan,
and as a result, any investment in us may become worthless.


-9-


BECAUSE
OF THE INHERENT DANGERS INVOLVED IN OIL AND GAS EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS OPERATIONS,
WHICH COULD FORCE US TO EXPEND A SUBSTANTIAL AMOUNT OF MONEY IN CONNECTION WITH
LITIGATION AND/OR A SETTLEMENT.





The oil
and natural gas business involves a variety of operating hazards and risks such
as well blowouts, pipe failures, casing collapse, explosions, uncontrollable
flows of oil, natural gas or well fluids, fires, spills, pollution, releases of
toxic gas and other environmental hazards and risks. These hazards and risks
could result in substantial losses to us from, among other things, injury or
loss of life, severe damage to or destruction of property, natural resources and
equipment, pollution or other environmental damage, cleanup responsibilities,
regulatory investigation and penalties and suspension of operations. In
addition, we may be liable for environmental damages caused by previous owners
of property purchased and leased by us in the future. As a result, substantial
liabilities to third parties or governmental entities may be incurred, the
payment of which could reduce or eliminate the funds available for the purchase
of properties and/or property interests, exploration, development or
acquisitions or result in the loss of our properties and/or force us to expend
substantial monies in connection with litigation or settlements. As such, there
can be no assurance that any insurance obtained by us in the future will be
adequate to cover any losses or liabilities. We cannot predict the availability
of insurance or the availability of insurance at premium levels that justify our
purchase. The occurrence of a significant event not fully insured or indemnified
against could materially and adversely affect our financial condition and
operations. We may elect to self-insure if management believes that the cost of
insurance, although available, is excessive relative to the risks presented. In
addition, pollution and environmental risks generally are not fully insurable.
The occurrence of an event not fully covered by insurance could have a material
adverse effect on our financial condition and results of operations, which could
lead to any investment in us becoming worthless.





WE
REQUIRE SUBSTANTIAL ADDITIONAL FINANCING TO PURCHASE PROPERTIES AND BEGIN OUR
EXPLORATION AND DRILLING ACTIVITIES, WHICH FINANCING IS OFTEN HEAVILY DEPENDENT
ON THE CURRENT MARKET PRICE FOR OIL AND GAS, WHICH WE ARE UNABLE TO
PREDICT.





Our
growth and continued operations could be impaired by limitations on our access
to capital markets. If the market for oil and/or gas were to weaken for an
extended period of time, our ability to raise capital would be substantially
reduced. There can be no assurance that capital from outside sources will be
available, or that if such financing is available, that it will not involve
issuing securities senior to the common stock or equity financings which will be
dilutive to holders of common stock. Such issuances, if made, would likely cause
a decrease in the value of our common stock.





THE
PRICE OF OIL AND NATURAL GAS HAS HISTORICALLY BEEN VOLATILE AND IF IT WERE TO
DECREASE SUBSTANTIALLY, OUR PROJECTIONS, BUDGETS, AND REVENUES, IF ANY, WOULD BE
ADVERSELY EFFECTED.





Our
future financial condition, results of operations, if any, and the carrying
value of our future oil and natural gas properties, if any, depend primarily
upon the prices we will receive for our oil and natural gas production, if any,
in the future. Oil and natural gas prices historically have been volatile and
likely will continue to be volatile in the future, especially given current
world geopolitical conditions. Our cash flows from operations will be highly
dependent on the prices that we receive for any oil and natural gas we may
produce in the future.





This
price volatility also affects the amount of our cash flows available for capital
expenditures and our ability to borrow money or raise additional capital. The
prices for oil and natural gas are subject to a variety of additional factors
that are beyond our control. These factors include:





·
            the
      level of consumer demand for oil and natural
  gas;  -10-
 ·
            the
      domestic and foreign supply of oil and natural gas;·
            the
      ability of the members of the Organization of Petroleum Exporting
      Countries ("OPEC") to
      agree  to and maintain oil price and production
      controls;·
            the
      price of foreign oil and natural gas;·
            domestic
      governmental regulations and taxes;·
            the
      price and availability of alternative fuel sources;·
            weather
      conditions;·
            market
      uncertainty due to political conditions in oil and natural gas producing
      regions, including the Middle East; and·
            worldwide
      economic conditions.





These
factors as well as the volatility of the energy markets generally make it
extremely difficult to predict future oil and natural gas price movements with
any certainty. Declines in oil and natural gas prices would not only reduce our
revenue due to the sale of oil and gas, if any, but could reduce the amount of
oil and natural gas that we can produce economically, if any, and, as a result,
could have a material adverse effect upon our financial condition, results of
operations, oil and natural gas reserves and the carrying values of our future
oil and natural gas properties, if any. If the oil and natural gas industry
experiences significant price declines, we may be unable to make expenditures,
among other things. If this were to happen, we may be forced to abandon or
curtail our business operations in oil and gas exploration, which would cause
the value of an investment in us to decline in value, or become
worthless.





Risks Relating To The
Company's Securities





WE
CURRENTLY HAVE A SPORADIC, ILLIQUID, VOLATILE MARKET FOR OUR COMMON STOCK, AND
THE MARKET FOR OUR COMMON STOCK MAY REMAIN SPORADIC, ILLIQUID, AND VOLATILE IN
THE FUTURE.





On May
15, 2008, we obtained quotation for our common stock on the Over-The-Counter
Bulletin Board (“OTCBB”) under the
symbol VOIG.OB, and on March 8, 2010, our symbol changed to “GNZR” in connection
with our name change to Generation Group Zero, Inc.  Since this time,
there has been a limited market for our common stock on the OTCBB that has been
volatile, illiquid and sporadic and is subject to wide fluctuations in response
to several factors, including, but not limited to:





(1)
            actual
      or anticipated variations in our results of operations;(2)
            our
      ability or inability to generate new revenues;(3)
            increased
      competition;(4)
            conditions
      and trends in oil and gas industry or the Internet, technology or
      entertainment industries (in the event we choose to change our business
      focus);(5)
            the
      market for oil and gas;(6)
            the
      fact that our 1:100 reverse split of our common stock reduced the number
      of shares in our float, which may limit trading and liquidity until more
      shares become available , if ever; and(7)
            future
      acquisitions we may make.


-11-


Furthermore,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.





WE
HAVE AN OUTSTANDING CONVERTIBLE PROMISSORY NOTE, WHICH ALLOWS THE HOLDERS
THEREOF TO CONVERT THE AMOUNT OF SUCH NOTE INTO A SIGNIFICANT NUMBER AND
PERCENTAGE OF THE COMPANY’S OUTSTANDING SHARES OF COMMON STOCK.





On June
1, 2007, we issued Capersia Pte. Ltd. (“Capersia”) an $8,000
Promissory Note to evidence an $8,000 loan we received from Capersia, which
Promissory Note was amended in December 2007 (the “Note”).  The
Note had an effective date of June 13, 2007, and bears interest at the rate of
6% per annum until paid in full.  The Note is payable on demand;
however, Capersia has agreed to provide the Company at least one (1) year and
one (1) day notice prior to the due date of such Note, and any amounts not paid
when due accrue interest at the rate of 15% per annum.   On or around
November 7, 2008, the Promissory Note was amended to reflect an increased amount
owed to the Company of $12,764. On or around August 20, 2009, we entered into an
amendment to the Note, pursuant to which we agreed to amend the conversion price
of the Note to $0.001 per share (which was not affected by the 1:100 reverse
stock split), and to allow Capersia to convert $1,000 of the amount owed under
the Note into 1,000,000 shares on a pre-split basis, which after the reverse
split equated to 10,000 shares of our common stock.  On or around
November 10, 2009, Capersia sold its entire interest in the Note (as described
below) to Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven
Palm Investments, LLC. (50%) (“Seven Palm”). As of
the filing of this report, neither Cascata nor Seven Palm has provided us notice
of their intention to demand repayment of the Note or otherwise convert such
Note into shares of our common stock. If the remaining approximately $11,764 of
principal was converted into shares of the Company’s common stock, such
Promissory Note would convert into 11,764,000 shares of common stock, however,
each of Seven Palms and Cascata has agreed not to convert their respective
interests in the Note into a number of common shares that would result in them
owning more than 4.99% of the issued and outstanding common stock of the
Company.





OUR
AUDITORS HAVE EXPRESSED A CONCERN ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.





Our
auditors, in our audited consolidated financial statements, expressed a concern
about our ability to continue as a going concern. We had a working capital
deficit of $1,797 and had an accumulated deficit of $441,967 as of December 31,
2009.  For the year ended December 31, 2009, we had a net loss of
$154,983, and we have not generated any revenues to date. These factors raise
substantial doubt as to whether we will be able to continue as a going concern.
The attached financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
we be unable to continue as a going concern.





NEVADA
LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF PREFERRED
STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES GREATER THAN OUR CURRENTLY
OUTSTANDING COMMON STOCK.





Pursuant
to our Articles of Incorporation, we have 100,000,000 shares of common stock and
10,000,000 shares of preferred stock authorized, including 1,000 shares of
Series A Preferred Stock designated and 2,000,000 shares of Series B Preferred
Stock designated. As of April 5, 2010, we had 126,205 shares of common stock
issued and outstanding and 1,000 share of Series A preferred stock issued and
outstanding. As a result, our Board of Directors has the ability to issue a
large number of additional shares of common stock without shareholder approval,
which if issued would cause substantial dilution to our then shareholders.
Additionally, shares of preferred stock may be issued by our Board of Directors
without shareholder approval with voting powers, and such preferences and
relative, participating, optional or other special rights and powers as
determined by our Board of Directors. We currently have shares of Series A
Preferred Stock designated, which shares provide the holder thereof the right to
vote on all shareholder matters equal to fifty-one percent (51%) of the total
vote on such matters. Because the Board of Directors is able to designate the
powers and preferences of the preferred stock without the vote of a majority of
the Company's shareholders, shareholders of the Company will have no control
over what designations and preferences the Company's preferred stock will have.
The holder of the shares of Series A Preferred Stock, currently Travel Engine,
as described below, will exercise voting control over the Company. As a result
of this, the Company's shareholders will have no control over the designations
and preferences of the preferred stock and as a result the operations of the
Company and the issuance of shares of common stock and/or preferred stock may
cause the value of our securities to decrease and/or become
worthless.





-12-


MATTHEW
KRIEG, OUR SOLE OFFICER AND DIRECTOR, THROUGH TRAVEL ENGINE SOLUTIONS, LLC,
BENEFICIALLY OWNS OUR OUTSTANDING SHARES OF SERIES A PREFERRED STOCK AND
THEREFORE EXERCISES MAJORITY CONTROL OVER CORPORATE DECISIONS INCLUDING THE
APPOINTMENT OF NEW DIRECTORS.





On or
around November 10, 2009, Travel Engine Solutions, LLC, which is beneficially
owned by Matt Krieg (“Travel Engine”)
subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”) for
aggregate consideration of $175,000.  The Series A Shares provide the
holder thereof super majority voting rights, allowing the holder thereof to vote
51% of the vote on any shareholder matters.  Accordingly, Travel
Engine will exercise control in determining the outcome of all corporate
transactions or other matters, including the election of directors, mergers,
consolidations, the sale of all or substantially all of our assets, and also the
power to prevent or cause a change in control. Any investors who purchase shares
will be minority shareholders and as such will have little to no say in the
direction of the Company and the election of Directors. Additionally, it will be
difficult if not impossible for investors to remove our current officers and
Directors, or any other Director that Travel Engine may appoint. As a potential
investor in the Company, you should keep in mind that even if you own shares of
the Company's common stock and wish to vote them at annual or special
shareholder meetings, your shares will likely have little effect on the outcome
of corporate decisions.





IF
WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.





Pursuant
to Over-The-Counter Bulletin Board ("OTCBB") rules
relating to the timely filing of periodic reports with the SEC, any OTCBB issuer
which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of
such report (not withstanding any extension granted to the issuer by the filing
of a Form 12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTCBB. Such removed issuer would not be
re-eligible to be listed on the OTCBB for a period of one-year, during which
time any subsequent late filing would reset the one-year period of de-listing.
If we are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.





INVESTORS
MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
FEDERAL REGULATIONS OF PENNY STOCKS.





Our
common stock will be subject to the requirements of Rule 15(g)9, promulgated
under the Securities Exchange Act as long as the price of our common stock is
below $5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.





-13-


IN
THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE INITIATIVES.





Moving
forward, we anticipate incurring significant legal, accounting and other
expenses in connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act")
and new rules subsequently implemented by the SEC have imposed various new
requirements on public companies, including requiring changes in corporate
governance practices. As such, our management and other personnel will need to
devote a substantial amount of time to these new compliance initiatives.
Moreover, these rules and regulations will increase our legal and financial
compliance costs and will make some activities more time-consuming and costly.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective
internal controls for financial reporting and disclosure of controls and
procedures. In particular, commencing in calendar 2009 (one year after we began
publicly reporting), we must perform system and process evaluation and testing
of our internal controls over financial reporting to allow management to report
on the effectiveness of our internal controls over financial reporting, and in
fiscal 2010, to allow our independent registered public accounting firm to
report on the effectiveness of our internal controls over financial reporting,
as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the
subsequent testing by our independent registered public accounting firm, may
reveal deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses. Our compliance with Section 404 will require
that we incur substantial accounting expense and expend significant management
efforts. We currently do not have an internal audit group, and we will need to
hire additional accounting and financial staff with appropriate public company
experience and technical accounting knowledge. Moreover, if we are not able to
comply with the requirements of Section 404 in a timely manner, or if we or our
independent registered public accounting firm identifies deficiencies in our
internal controls over financial reporting that are deemed to be material
weaknesses, the market price of our stock could decline, and we could be subject
to sanctions or investigations by the SEC or other regulatory authorities, which
would require additional financial and management resources.





STATE
SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN
WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL SHARES.





Secondary
trading in our common stock may not be possible in any state until the common
stock is qualified for sale under the applicable securities laws of the state or
there is confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If we fail
to register or qualify, or to obtain or verify an exemption for the secondary
trading of, the common stock in any particular state, the common stock could not
be offered or sold to, or purchased by, a resident of that state. In the event
that a significant number of states refuse to permit secondary trading in our
common stock, the liquidity for the common stock could be significantly
impacted.





ITEM
2. PROPERTIES.





Matthew
Krieg, the Company’s sole officer and Director currently provides the Company
the use of approximately 4,000 square feet of office space at 5 Concourse
Parkway,  Suite 2925, Atlanta, Georgia 30328, free of
charge.  Neither Mr. Krieg nor the Company currently have any
immediate plans to change the arrangement regarding the use of this
space.





ITEM 3. LEGAL
PROCEEDINGS





Management
of the Company is not aware of any legal proceedings contemplated by any
governmental authority or other party involving the Company or its subsidiaries
or its properties. No director, officer or affiliate of the Company is (i) a
party adverse to the Company in any legal proceedings; or (ii) has an adverse
interest to the Company in any legal proceedings. Management is not aware of any
other legal proceedings pending or that have been threatened against the
Company, its subsidiaries or its properties.





ITEM 4. (REMOVED AND
RESERVED)




-14-


PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
PURCHASES OF EQUITY SECURITIES.





Shares of
our common stock are traded on the OTC Bulletin Board (OTC BB) under the
symbol “GNZR.”  Prior
to March 8, 2010, they were traded on the OTC BB under the symbol “VOIG.”  As
of April 5, 2010, there were 126,205 shares of common stock outstanding, held by
approximately 37 shareholders of record.  The following table sets
forth the high and low sales prices relating to our common stock on a quarterly
basis since the Company was quoted by the OTC BB in June 2008. These quotations
reflect inter-dealer prices without retail mark-up, mark-down, or commissions,
and may not reflect actual transactions.  Additionally, the high and
low sales prices described below retroactively reflect the Company’s 1:100
reverse stock split effective with the Secretary of State of Nevada on February
12, 2010, and effective with the OTC BB Board on March 8, 2010.





Quarter
      Ended
            
            High
      Bid
            
            
            Low
      BidDecember
      31, 2009
            
            $
            7.00
            
            
            $
            0.85September
      30, 2009
            
            $
            2.40
            
            
            $
            0.99June
      30, 2009
            
            $
            4.00
            
            
            $
            0.30March
      31, 2009
            
            $
            10.00
            
            
            $
            0.30December
      31, 2008
            
            $
            10.00
            
            
            $
            7.00September
      30, 2008
            
            $
            300.00
            
            
            $
            15.00June
      30, 2008
            
            $
            1.00
            
            
            $
            1.00





Our
shares may be subjected to additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). The
broker/dealer may need to make a special suitability determination for the
purchase and have received the purchaser's written agreement to the transaction
prior to the sale. Other compliance rules may apply.





Dividends





We have
never declared or paid any cash dividends on our common stock, and we do not
anticipate paying any dividends in the foreseeable future.  We intend
to devote any earnings to fund the operations and the development of our
business.





DESCRIPTION
OF CAPITAL STOCK





We have
authorized capital stock consisting of 100,000,000 shares of common stock,
$0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par
value per share ("Preferred Stock"). As
of the date of this filing, we had 126,205 shares of common stock issued and
outstanding and 1,000 shares of Series A Preferred Stock issued and
outstanding.





Common
Stock





The
holders of outstanding shares of common stock are entitled to receive dividends
out of assets or funds legally available for the payment of dividends of such
times and in such amounts as the board from time to time may determine. Holders
of common stock are entitled to one vote for each share held on all matters
submitted to a vote of shareholders. There is no cumulative voting of the
election of directors then standing for election. The common stock is not
entitled to pre-emptive rights and is not subject to conversion or redemption.
Upon liquidation, dissolution or winding up of our company, the assets legally
available for distribution to stockholders are distributable ratably among the
holders of the common stock after payment of liquidation preferences, if any, on
any outstanding payment of other claims of creditors. Each outstanding share of
common stock is, and all shares of common stock to be outstanding upon
completion of this Offering will upon payment therefore be, duly and validly
issued, fully paid and non-assessable.


-15-


Preferred
Stock





Shares of
Preferred Stock may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
our Board of Directors ("Board of Directors")
prior to the issuance of any shares thereof. Preferred Stock shall have such
voting powers, full or limited, or no voting powers, and such preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated in such
resolution or resolutions providing for the issue of such class or series of
Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of all the then outstanding shares of our capital
stock entitled to vote generally in the election of the directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.





Series A Preferred
Stock





On March
2, 2009, the Company's Board of Directors unanimously agreed by a written
consent to action without a meeting, to adopt a Certificate of Designations for
the creation of a Series A preferred stock (the "Series A Preferred
Stock"), which was filed with the Secretary of State of Nevada on June
10, 2009.





The
Series A Preferred Stock has a par value of $0.001 per share. The Series A
Preferred Stock consists of one thousand (1,000) shares, each having no dividend
rights, no liquidation preference, and no conversion or redemption rights.
However, the one thousand (1,000) shares of Series A Preferred Stock have the
right, voting in aggregate, to vote on all shareholder matters equal to
fifty-one percent (51%) of the total vote. For example, if there are 10,000,000
shares of the Company's common stock issued and outstanding at the time of a
shareholder vote, the holders of Series A Preferred Stock, voting separately as
a class, will have the right to vote an aggregate of 10,408,163 shares, out of a
total number of 20,408,163 shares.





Additionally,
the Company shall not adopt any amendments to the Company's Bylaws, Articles of
Incorporation, as amended, make any changes to the Certificate of Designations,
or effect any reclassification of the Series A Preferred Stock, without the
affirmative vote of at least 66-2/3% of the outstanding shares of Series A
Preferred Stock. However, the Company may, by any means authorized by law and
without any vote of the holders of shares of Series A Preferred Stock, make
technical, corrective, administrative or similar changes to the Certificate of
Designations that do not, individually or in the aggregate, adversely affect the
rights or preferences of the holders of shares of Series A Preferred
Stock.





One
thousand shares of Series A Preferred Stock have been issued and are held by
Travel Engine, which shares are beneficially owned by our sole officer and
Director, Matthew Krieg.





Series B Preferred
Stock





On May 5,
2009, the Company’s Board of Directors unanimously agreed by a written consent
to action without a meeting, to adopt a Certificate of Designations for the
creation of a Series B preferred stock (“Series B Preferred
Stock”), which was filed with the Secretary of State of Nevada on June
11, 2009.





The
Series B Preferred Stock has a par value of $0.001 per share. The Series B
Preferred Stock consists of two million (2,000,000) shares, each having no
dividend rights, no liquidation preference, no voting rights and no redemption
rights.





The
Series B Preferred Stock has a price of $250 per share and converts into the
Company’s common stock on the basis of one share of Series B Preferred Stock for
thirty shares of common stock.


-16-


Additionally,
the Company shall not adopt any amendments to the Company's Bylaws, Articles of
Incorporation, as amended, which adversely affect the rights of the Series B
Preferred Stock, make any changes to the Certificate of Designations, or effect
any reclassification of the Series B Preferred Stock, without the affirmative
vote of at least 66-2/3% of the outstanding shares of Series B Preferred Stock.
However, the Company may, by any means authorized by law and without any vote of
the holders of shares of Series B Preferred Stock, make technical, corrective,
administrative or similar changes to the Certificate of Designations that do
not, individually or in the aggregate, adversely affect the rights or
preferences of the holders of shares of Series B Preferred Stock.





No shares
of the Company’s Series B Preferred Stock have been issued to date.





Warrants





Our legal
counsel, David M. Loev currently holds warrants to purchase 2,000 shares of our
common stock at an exercise price of $10 per share, which warrants expire if
unexercised on May 20, 2011, and contain a cashless exercise
provision.





Each of
the approximately 38 shareholders who purchased an aggregate of 6,105 Units in
our offshore offering from September 2006 to August 2007, received one (1) three
year Class A Warrant to purchase one (1) share of our common stock at an
exercise price of $25 per share, and one (1) three year Class B Warrant to
purchase one (1) share of our common stock at an exercise price of $50 per
share, as well as one (1) share of common stock (each collectively a “Unit”).  An
aggregate of 3,605 of the Class A Warrants and 3,605 of the Class B Warrants
have expired unexercised as of the date of this Report.


RECENT
SALES OF UNREGISTERED SECURITIES





In
October 2009, we issued 1,000,000 pre-reverse split shares of common stock to
Capersia Pte Ltd. (“Capersia”), in
connection with the conversion by Capersia of $1,000 of the amount outstanding
under a Promissory Note held by Capersia.  The conversion occurred
prior to the 1:100 reverse split of our common stock, so the 1,000,000 shares
were adjusted post issuance to 10,000 post reverse split shares.  We
claim an exemption from registration offered by Section 4(2) of the Securities
Act of 1933, as amended since the foregoing issuance did not involve a public
offering, the recipient took the shares for investment and not resale and we
took appropriate measures to restrict transfer.





ITEM
6. SELECTED FINANCIAL DATA.





Not
required.





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





Plan
of Operation





Our goal
is to expand or build our business through a variety of efforts. We are
considering ongoing offerings of securities under Private Placements,
acquisitions, and joint ventures with other companies public and private and
other activities to either build sales or generate much needed capital to grow
and undertake our business plan (for example, obtain, if possible,
loans).





Existing
working capital, further loan advances and possible debt instruments, warrant
exercises, further private placements, monetization of existing assets and
anticipated cash flow are being considered.  We have no lines of
credit or other bank financing arrangements. Generally, we have financed
operations to date through the proceeds of the private placement of equity and
debt securities and loans from our shareholders.





In
connection with our business plan, management will try and delay additional
increases in operating expenses and capital expenditures. We will need to raise
additional capital and revenues to meet both short term and long-term operating
requirements.


-17-


We have
undertaken certain actions and continue to implement changes designed to improve
our financial results and operating cash flows. The actions involve certain
cost-saving initiatives and growing strategies. For example, we do not have a
seasoned staff of public company officers beyond the extent of experience and
abilities of our CEO; so, for example, we have not engaged, thus avoided the
expenses, of formal officers like a separate Chief Financial
Officer.  Our financial statements contain information expressing
substantial doubt about our ability to continue as a going concern. The
consolidated financial statements have been prepared "assuming that we will
continue as a going concern," which contemplates that we will realize our
assets and satisfy our liabilities and commitments in the ordinary course of
business.





PURCHASE
OF SIGNIFICANT EQUIPMENT





We do not
intend to purchase any significant equipment during the next
quarter.





CRITICAL
ACCOUNTING POLICIES





Our
discussion and analysis of our financial condition and results of operations is
based upon our unaudited financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to
uncollectible receivables, investment values, income taxes, the recapitalization
and contingencies. We base our estimates on various assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.





Recently issued accounting
pronouncements. The Company does not expect the adoption of any recently
issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flows.





In July
2009, the Financial Accounting Standards Board (“FASB”) issued new
guidance relating to the “FASB Accounting Standards
Codification” at FASB ASC 105, as the single source of authoritative
nongovernmental U.S. generally accepted accounting principles (GAAP). The
codification is effective for interim periods ending after September 15, 2009.
All existing accounting standards are superseded as described in FASB ASC 105.
All other accounting literature not included in the Codification is
nonauthoritative. The adoption of FASB ASC 105 did not impact Generation Zero’s
results of operations, financial position or cash flows.





Effective
this quarter, Generation Zero implemented FASB ASC 855, Subsequent Events. This
standard establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued. The adoption of FASB ASC 855 did not impact Generation Zero’s
financial position or results of operations. Generation Zero evaluated all
events or transactions that occurred after September 30, 2009 until November 20,
2009. During this period, Generation Zero did not have any material recognizable
subsequent events.


-18-


RESULTS
FROM OPERATIONS





FOR
THE YEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31,
2008





We did
not generate any revenues for the year ended December 31, 2009, or for the year
ended December 31, 2008.





We had
general and administrative expenses of $134,015 for the year ended December 31,
2009, compared to general and administrative expenses of $145,890 for the year
ended December 31, 2008, a decrease of $11,875 or 8.1% from the prior
period.  The decrease in general and administrative expenses was
mainly due to a decrease in director compensation from the prior
period.





We had
$12,500 of impairment of oil and gas properties for the year ended December 31,
2009, compared to $20,020 of impairment of oil and gas properties for the year
ended December 31, 2008, which was due to the relinquishment of the Company’s
interests in its oil and gas interests expiring.





We had
$1,525 in depreciation expense for the year ended December 31, 2009 compared
with depreciation expense of $1,353 for the year ended December 31,
2008.





We had
total operating expenses and a total operating loss of $148,040 for the year
ended December 31, 2009, compared to total operating expenses and a total
operating loss of $167,263 for the year ended December 31, 2008, a decrease in
total operating expenses and total operating loss of $19,233 or 11.5% from the
prior period due to the reasons stated above.





We had
interest expense of $6,943 for the year ended December 31, 2009, compared to
interest expense of $1,210 for the year ended December 31, 2008, an increase in
interest expense of $5,733, which increase in expense was in connection with
interest on the loan received from Capersia, a shareholder of the
Company.





We had a
total net loss of $154,983 for the year ended December 31, 2009, compared to a
total net loss of $168,473 for the year ended December 31, 2008, a decrease in
net loss of $13,490 or 8.0% from the prior period, which was due to the $19,223
decrease in total operating expenses offset by the $5,733 increase in interest
expense.





LIQUIDITY
AND CAPITAL RESOURCES





We had
total assets of $8,040 as of December 31, 2009 consisting of property and
equipment, net of accumulated depreciation of $3,345 and total current assets of
$4,695, consisting of cash of $1,977 and prepaid expenses of
$2,718.





We had
total liabilities as of December 31, 2009 of $10,778, consisting of total
current liabilities of $6,492; which included $190 of accounts payable, $1,302
of accrued liabilities and $5,000 of accounts payable related party, which
amount was owed to Matthew Krieg, the Company’s sole officer and Director in
connection with certain loans made to the Company by Mr. Krieg, as described
below; and non-current liabilities consisting of $4,286 of long-term note
payable as described below, net of $7,478 of unamortized discount.





We had a
working capital deficit of $1,797 and a total deficit accumulated during the
development stage of $441,967 as of December 31, 2009.





We
incurred a net loss of $154,983 for the year ended December 31, 2009, and had an
accumulated deficit of $441,967 as of December 31, 2009.  These
conditions raise substantial doubt as to our ability to continue as a going
concern.  Management is trying to raise additional capital through
sales of common and preferred stock.  The financial statements do not
include any adjustments that might be necessary if Generation Zero is unable to
continue as a going concern.


-19-


On June
1, 2007, we issued Capersia an $8,000 Promissory Note to evidence an $8,000 loan
we received from Capersia, which Promissory Note was amended in December 2007
(the “Note”).  The
Note had an effective date of June 13, 2007, and bears interest at the rate of
6% per annum until paid in full.  The Note is payable on demand;
however, Capersia has agreed to provide the Company at least one (1) year and
one (1) day notice prior to the due date of such Note, and any amounts not paid
when due accrue interest at the rate of 15% per annum.  Capersia had
the right at any time prior to the date such Note is repaid to convert any or
all of the outstanding principal amount of the Note into shares of the Company’s
common stock at a conversion price of $10 per share.





On or
around November 7, 2008, the Promissory Note was amended to reflect an increased
amount owed to the Company of $12,764.





On or
around August 20, 2009, we entered into an amendment to the Note, pursuant to
which we agreed to amend the conversion price of the Note to $0.001 per share
(which as described below was not affected by the reverse stock split), and to
allow Capersia to convert $1,000 of the amount owed under the Note into
1,000,000 shares of our common stock which after the reverse split was reduced
to 10,000 shares of our common stock.





On or
around November 10, 2009, Capersia sold its entire interest in the Note to
Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven
Palm Investments, LLC. (50%) (“Seven Palm”). As of
the filing of this report, neither Cascata nor Seven Palm has provided us notice
of their intention to demand repayment of the Note or otherwise convert such
Note into shares of our common stock.





On or
around April 13, 2010, Cascata and Seven Palm entered into acknowledgments with
the Company, whereby the Company acknowledged that the conversion price of the
Note was not affected by the Company’s 1:100 reverse stock split and remained at
$0.001 per share, and each holder agreed that they will not be able to convert
the Note into a number of common shares that would result in them owning more
than 4.99% of the issued and outstanding common stock of the Company and that
neither holder would transfer or sell the Note to any third parties without the
prior written consent of the Company, which consent will not be unreasonably
withheld.





If the
remaining approximately $11,764 of principal was converted into shares of the
Company’s common stock, such Promissory Note would convert into 11,764,000
shares of common stock, however, as described above, both Seven Palm and Cascata
have agreed that neither of them will ever convert an amount of the Note such
that after such conversion either party would own in excess of 4.99% of the
Company’s then outstanding common stock, so converting the Note can never be
used to effect a change of control by Cascata or Seven Palm.





The
modified note contains a beneficial conversion feature. We calculated the
intrinsic value of the conversion feature of the modified note and recorded a
discount on the debt of $12,764. The discount is being amortized over the life
of the loan using the effective interest rate method. During the year ended
December 31, 2009, an aggregate of $5,286 of amortization was recorded on the
debt discount.





In
December 2009, the Company borrowed $5,000 from its sole officer and Director,
Matthew Krieg. Between
February and March 2010, the Company borrowed a total of $6,720 from Mr. Krieg.
The amount loaned bears zero interest and is due on demand with 90 days
notice.





We had
$110,953 of net cash used in operating activities for the year ended December
31, 2009, which included a net loss of $154,983 and a decrease in accrued
liabilities of $31,758, offset by $65,000 of donated services and impairment of
oil and gas properties of $12,500.


-20-


We had
$107,214 of net cash provided by financing activities for the year ended
December 31, 2009, which was due to $53,120 of advances from related parties in
connection with loans advanced to the Company by the Company’s former officer
and Director, Frank Jacobs and Jacobs Oil & Gas, Ltd., an entity controlled
by Mr. Jacobs, which loans have since been satisfied in full, and $5,000
advanced by our current sole officer and Director, Matthew Krieg as of December
31, 2009, and $157,500 of proceeds from issuance of preferred stock, relating to
funds received from the Company in connection with the sale of Series A Shares,
described below, offset by $103,406 of repayment of related party
debt.





On or
around November 10, 2009, Travel Engine Solutions, LLC (“Travel Engine”)
subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”,
which include super majority voting rights as described in greater detail below
under “Description of
Capital Stock”) for aggregate consideration of $175,000.  A
total of $50,000 of the funds for the Series A Shares was received immediately
and pursuant to the terms of the Subscription Agreement, we agreed to issue
Travel Engine one share of Series A Preferred Stock in connection with such
payment, which share (the “Series A Preferred
Share”) was to be held in trust until such time as Travel Engine paid the
remaining $125,000 due pursuant to the terms of the Subscription Agreement,
which the Company received in December 2009.





We do not
currently have any formal commitments or identified sources of additional
capital from third parties or from our officer, director or majority
shareholders. We can provide no assurance that additional financing will be
available on favorable terms, if at all. If we are not able to raise the capital
necessary to continue our business operations, we may be forced to abandon or
curtail our business plan and/or suspend our exploration
activities.





In the
future, we may be required to seek additional capital by selling additional debt
or equity securities, selling assets, if any, or otherwise be required to bring
cash flows in balance when we approach a condition of cash insufficiency. The
sale of additional equity or debt securities, if accomplished, may result in
dilution to our then shareholders. We provide no assurance that financing will
be available in amounts or on terms acceptable to us, or at all.








-21-


ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.











REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Generation
Zero Group, Inc. (formerly Velocity Oil & Gas, Inc.)


(a
development stage company)


Atlanta,
Georgia





We have
audited the accompanying consolidated balance sheets of Generation Zero Group,
Inc. (formerly Velocity Oil & Gas, Inc.) (a development stage company) and
subsidiaries ("the Company") as of December 31, 2009 and 2008, and the related
consolidated statements of operations, cash flows and changes in stockholders'
deficit for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.





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





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of December 31, 2009 and 2008, and the consolidated 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 the
Company will continue as a going concern, which contemplates continuity of
business, realization of assets, and liquidation of liabilities in the ordinary
course of business. As discussed in Note 2 to the consolidated financial
statements, the Company has a working capital deficit and has incurred
significant losses. These matters raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans regarding those
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.








/s/
MaloneBailey, LLP


www.malone-bailey.com


Houston,
Texas





April 13,
2010




F-1


GENERATION
ZERO GROUP, INC.


(FORMERLY
VELOCITY OIL & GAS, INC.)


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS


December
      31,2009
            
            
            2008ASSETSCURRENT
      ASSETSCash
            
            $
            1,977
            
            
            $
            5,716Prepaid
      expenses
            
            
            2,718
            
            
            
            -Total
      current assets
            
            
            4,695
            
            
            
            5,716Property,
      plant and equipment, net of accumulateddepreciation
      of $4,108 and $2,583, respectively
            
            
            3,345
            
            
            
            4,870Unproved
      oil and gas properties
            
            
            -
            
            
            
            12,500TOTAL
      ASSETS
            
            $
            8,040
            
            
            $
            23,086LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
            
            $
            190
            
            
            $
            4,788Accounts
      payable – related party
            
            
            -
            
            
            
            13,357Accrued
      liabilities
            
            
            1,302
            
            
            
            52,406Short-term
      debt – related party
            
            
            5,000
            
            
            
            -Total
      current liabilities
            
            
            6,492
            
            
            
            70,551Long-term
      debt - related party
            
            
            -
            
            
            
            68,050Notes
      payable, net of unamortized discounts of $7,478
            
            
            4,286
            
            
            
            -Total
      liabilities
            
            
            10,778
            
            
            
            138,601STOCKHOLDERS’
      DEFICITPreferred
      stock, $0.001 par value; 10,000,000 sharesauthorized;
      none issued and outstanding
            
            
            -
            
            
            
            -Series
      A Preferred stock, $0.001 par value; 1,000 sharesauthorized;
      1,000 issued and outstanding
            
            
            1
            
            
            
            -Series
      B Preferred stock, $2.50 par value; 2,000,000 sharesauthorized;
      none issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value; 100,000,000 sharesauthorized;
      126,205 and 116,205 shares issued andoutstanding,
      respectively
            
            
            126
            
            
            
            116Additional
      paid-in capital
            
            
            439,102
            
            
            
            171,353Deficit
      accumulated during the development stage
            
            
            (441,967
            )
            
            
            (286,984
            )Total
      stockholders' deficit
            
            
            (2,738
            )
            
            
            (115,515
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            8,040
            
            
            $
            23,086See
      notes to consolidated financial statements.


F-2


GENERATION
ZERO GROUP, INC.


(FORMERLY
VELOCITY OIL & GAS, INC.)


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF EXPENSES




May
      16, 2006(Inception)Year
      Ended
            
            
            ThroughDecember
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Operating
      expenses:General
      and administrative
            
            $
            134,015
            
            
            $
            145,890
            
            
            $
            396,922Impairment
      of oil and gas properties
            
            
            12,500
            
            
            
            20,020
            
            
            
            32,520Depreciation
            
            
            1,525
            
            
            
            1,353
            
            
            
            4,108Total
      operating expenses
            
            
            148,040
            
            
            
            167,263
            
            
            
            433,550Operating
      loss
            
            
            (148,040
            )
            
            
            (167,263
            )
            
            
            (433,550
            )Interest
      expense
            
            
            (6,943
            )
            
            
            (1,210
            )
            
            
            (8,417
            )Net
      loss
            
            $
            (154,983
            )
            
            $
            (168,473
            )
            
            $
            (441,967
            )Basic
      and dilutednet
      loss per common share
            
            $
            (1.29
            )
            
            $
            (1.46
            )
            
            
            N/AWeighted
      average common sharesoutstanding
            
            
            119,849
            
            
            
            115,678
            
            
            
            N/ASee
      notes to consolidated financial statements.





F-3





GENERATION
      ZERO GROUP, INC.(FORMERLY
      VELOCITY OIL & GAS, INC.)(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)May
      16, 2006 (Inception) Through December 31, 2009DeficitAccumulated
            
            TotalAdditional
            
            During
      the
            
            Stockholders'Preferred
      Stock
            
            Common
      Stock
            
            Paid-in
            
            Development
            
            EquityShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stage
            
            (Deficit)Common
      shares issued for
              cash
            
            -
            
            $
            -
            
            
            103,605
            
            $
            104
            
            $
            46,946
            
            $
            -
            
            $
            46,050Common
      shares issued for
              services
            
            
            
            
            -
            
            
            3,000
            
            
            3
            
            
            297
            
            
            -
            
            
            300Warrants
      granted
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            19,119
            
            
            -
            
            
            19,119Net
      loss
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (43,745
            )
            
            (43,745
            )Balances
      at December 31, 2006
            
            
            
            
            -
            
            
            106,605
            
            
            107
            
            
            65,362
            
            
            (43,745
            )
            
            21,724Common
      shares issued for
              cash
            
            
            
            
            -
            
            
            2,500
            
            
            2
            
            
            24,998
            
            
            -
            
            
            25,000Common
      shares issued for
              services
            
            
            
            
            -
            
            
            100
            
            
            -
            
            
            1,000
            
            
            -
            
            
            1,000Common
      shares issued as
              finder's fees
            
            
            
            
            -
            
            
            5,000
            
            
            5
            
            
            49,995
            
            
            -
            
            
            50,000Cancellation
      of common
              shares
            
            
            
            
            -
            
            
            (1,000
            )
            
            (1
            )
            
            1
            
            
            -
            
            
            -Net
      loss
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (74,766
            )
            
            (74,766
            )Balances
      at December 31, 2007
            
            
            
            
            -
            
            
            113,205
            
            
            113
            
            
            141,356
            
            
            (118,511
            )
            
            22,958Common
      shares issued for
              services
            
            
            
            
            -
            
            
            3,000
            
            
            3
            
            
            29,997
            
            
            -
            
            
            30,000Net
      loss
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (168,473
            )
            
            (168,473
            )Balances
      at December 31, 2008
            
            
            
            
            -
            
            
            116,205
            
            
            116
            
            
            171,353
            
            
            (286,984
            )
            
            (115,515
            )Donated
      services
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            65,000
            
            
            -
            
            
            65,000Forgiveness
      of related party
              liabilities
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            31,496
            
            
            -
            
            
            31,496Common
      shares issued for
              conversion ofrelated
      party debt
            
            
            
            
            -
            
            
            10,000
            
            
            10
            
            
            990
            
            
            -
            
            
            1,000Debt
      discount from beneficial
              conversionfeature
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            12,764
            
            
            -
            
            
            12,764Preferred
      shares issued for
              cash
            
            1,000
            
            
            1
            
            
            -
            
            
            -
            
            
            174,999
            
            
            -
            
            
            175,000Share
      issuance costs
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            (17,500
            )
            
            -
            
            
            (17,500
            )Net
      loss
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (154,983
            )
            
            (154,983
            )Balances
      at December 31, 2009
            
            1,000
            
            $
            1
            
            
            126,205
            
            $
            126
            
            $
            439,102
            
            $
            (441,967
            )
            $
            (2,738
            )See
      notes to consolidated financial
statements.


F-4


GENERATION
ZERO GROUP, INC.


(FORMERLY
VELOCITY OIL & GAS, INC.)


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


May
      16, 2006(Inception)Year
      Ended
            
            
            ThroughDecember
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (154,983
            )
            
            $
            (168,473
            )
            
            $
            (441,967
            )Adjustments
      to reconcile net loss to cash usedin
      operating activities:Depreciation
            
            
            1,525
            
            
            
            1,353
            
            
            
            4,108Amortization
      of debt discount
            
            
            5,286
            
            
            
            -
            
            
            
            5,286Debt
      issued for interest
            
            
            -
            
            
            
            -
            
            
            
            264Impairment
      of oil and gas properties
            
            
            12,500
            
            
            
            20,020
            
            
            
            32,520Stock
      issued for services
            
            
            -
            
            
            
            30,000
            
            
            
            31,300Warrant
      expense
            
            
            -
            
            
            
            -
            
            
            
            19,119Donated
      services
            
            
            65,000
            
            
            
            -
            
            
            
            65,000Changes
      in assets and liabilities:Prepaid
      expenses and other receivables
            
            
            (2,718
            )
            
            
            3,000
            
            
            
            (2,718
            )Accounts
      payable
            
            
            (4,598
            )
            
            
            (2,470
            )
            
            
            (160
            )Accounts
      payable – related party
            
            
            (1,207
            )
            
            
            1,207
            
            
            
            -Accrued
      liabilities
            
            
            (31,758
            )
            
            
            52,306
            
            
            
            20,648NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (110,953
            )
            
            
            (63,057
            )
            
            
            (266,600
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
            
            
            -
            
            
            
            (4,743
            )
            
            
            (7,453
            )Proceeds
      from sale of oil and gas properties
            
            
            -
            
            
            
            29,980
            
            
            
            29,980NET
      CASH PROVIDED BY INVESTING ACTIVITIES
            
            
            -
            
            
            
            25,237
            
            
            
            22,527CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from related party debt
            
            
            53,120
            
            
            
            69,000
            
            
            
            150,622Repayments
      of related party debt
            
            
            (103,406
            )
            
            
            (26,750
            )
            
            
            (133,122
            )Proceeds
      from issuance of preferred stock, net of shareissuance
      costs
            
            
            157,500
            
            
            
            -
            
            
            
            157,500Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            71,050NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            107,214
            
            
            
            42,250
            
            
            
            246,050NET
      CHANGE IN CASH
            
            
            (3,739
            )
            
            
            4,430
            
            
            
            1,977Cash,
      beginning of period
            
            
            5,716
            
            
            
            1,286
            
            
            
            -Cash,
      end of period
            
            $
            1,977
            
            
            $
            5,716
            
            
            $
            1,977Cash
      paid for:Interest
            
            $
            -
            
            
            $
            -Income
      taxes
            
            
            -
            
            
            
            -Non-cash
      investing and financing activities:Acquisition
      of unproved property for payable
            
            $
            -
            
            
            $
            12,500Common
      shares issued for conversion of shareholder loan
            
            
            1,000
            
            
            
            -Debt
      discount from beneficial conversion feature
            
            
            12,764
            
            
            
            -See
      notes to consolidated financial statements.





F-5


GENERATION
ZERO GROUP, INC.


(FORMERLY
VELOCITY OIL & GAS, INC.)


(A
Development Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of Business.
Generation Zero Group, Inc. formerly Velocity Oil & Gas, Inc. (“Generation
Zero” or the “Company”) was incorporated in the State of Nevada on May 16, 2006.
Since inception, the Company has operated as a start-up entity pursuing
opportunities in oil and gas exploration and development with a geographic focus
in Texas and Louisiana.





The
Company has continued its prior business, but is also looking at new
opportunities to broaden the focus to include Internet based businesses or other
businesses that will attempt to increase the value of the Company’s common
stock.





Basis of Presentation. The
consolidated financial statements of Generation Zero and its wholly-owned
subsidiary, South Marsh LLC, have been prepared by Generation Zero and have been
audited, pursuant to the rules and regulations of the Securities and Exchange
Commission and in accordance with accounting principles.





Use of Estimates. In
preparing financial statements, management makes estimates and assumptions that
affect the reported amounts of assets and liabilities in the balance sheet and
expenses in the statement of expenses. Actual results could differ from those
estimates.





Property and Equipment is valued at
cost. Additions are capitalized and maintenance and repairs are charged
to expense as incurred. Gains and losses on dispositions of equipment are
reflected in operations. Depreciation is provided using the straight-line method
over the estimated useful lives of the assets, which are three and five
years.





Impairment of Long-Lived Assets.Generation Zero reviews the carrying value of its long-lived assets
annually or whenever events or changes in circumstances indicate that the
historical cost-carrying value of an asset may no longer be appropriate.
Generation Zero assesses recoverability of the carrying value of the asset by
estimating the future net cash flows expected to result from the asset,
including eventual disposition. If the future net cash flows are less than the
carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset’s carrying value and fair value.





Income Taxes. Generation Zero
recognizes deferred tax assets and liabilities based on differences between the
financial reporting and tax bases of assets and liabilities using the enacted
tax rates and laws that are expected to be in effect when the differences are
expected to be recovered. Generation Zero provides a valuation allowance for
deferred tax assets for which it does not consider realization of such assets to
be more likely than not.





Basic and Diluted Net Loss Per
Share. The basic net loss per common share is computed by dividing the
net loss by the weighted average number of common shares outstanding. Diluted
net loss per common share is computed by dividing the net loss adjusted for
potential dilutive securities on an "as if converted" basis, by the weighted
average number of common shares outstanding. For the period from May 16, 2006
(inception) to December 31, 2009, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.





Share-Based Compensation.
Shares issued as compensation to employees and outside consultants for services
are recorded at the fair value of the stock as measured on the date or dates the
services were rendered.


F-6


Recently Issued Accounting
Pronouncements. Generation Zero does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on Generation
Zero’s results of operations, financial position or cash flow.





In July
2009, the Financial Accounting Standards Board (“FASB”) issued new guidance
relating to the “FASB Accounting Standards Codification” at FASB ASC 105, as the
single source of authoritative nongovernmental U.S. generally accepted
accounting principles (GAAP). The codification is effective for interim periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in FASB ASC 105. All other accounting literature not
included in the Codification is nonauthoritative. The adoption of FASB ASC 105
did not impact Generation Zero’s results of operations, financial position or
cash flows.





Generation
Zero implemented FASB ASC 855, Subsequent Events. This standard establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued. The adoption
of FASB ASC 855 did not impact Generation Zero’s financial position or results
of operations.





NOTE 2 –
GOING CONCERN





As shown
in the accompanying financial statements, Generation Zero incurred a net loss of
$154,983 for the year ended December 31, 2009, and had an accumulated deficit of
$441,967 as of December 31, 2009.  These conditions raise substantial
doubt as to Generation Zero’s ability to continue as a going
concern.  Management is trying to raise additional capital through
sales of common and preferred stock.  The financial statements do not
include any adjustments that might be necessary if Generation Zero is unable to
continue as a going concern.





NOTE 3 –
UNPROVED PROPERTIES





In
December 2008, Generation Zero, through its ownership in South Marsh LLC,
acquired a 40% working interest in South Marsh Island Block 138 which is located
off the Louisiana coast in the Gulf of Mexico.  Generation Zero’s
lease on this property expired on June 30, 2009 and the $12,500 book value of
the property was written-off through impairment of oil and gas properties during
the year ended December 31, 2009.





NOTE 4 –
PROPERTY AND EQUIPMENT





Property
and equipment consisted of the following at December 31, 2009 and December 31,
2008:





December
      31,Description
            
            Life
            
            2009
            
            
            2008Computer
      equipment
            
            3
      years
            
            $
            2,710
            
            
            $
            2,710Furniture
      and fixtures
            
            5
      years
            
            
            4,743
            
            
            
            4,743Less:
      accumulated depreciation
            
            
            
            
            (4,108
            )
            
            
            (2,583
            )$
            3,345
            
            
            $
            4,870





NOTE 5 –
RELATED PARTY TRANSACTIONS





Generation
Zero borrows from shareholders and Directors periodically.  The
borrowings are non-interest bearing and due on demand with either ninety days or
twelve months and one day’s notice.  At December 31, 2009 and December
31, 2008, there was an outstanding balance of $5,000 and $55,286, respectively,
due the shareholders and Directors.





Generation
Zero borrowed $8,000 from a shareholder in June 2007. The note is due on demand
with twelve months and one day’s notice and bears interest at 6% per annum. The
loan was originally convertible into common shares at $0.10 per share. During
2007, the accrued interest of $264 was converted to debt and at December 31,
2008, the then outstanding balance on the note was $12,764. Generation Zero
evaluated the original loan for derivative accounting consideration under FASB
ASC 815-15 and FASB ASC 815-40. Generation Zero determined the embedded
conversion option in the original convertible note met the criteria for
classification in stockholders’ equity under FASB ASC 815-15 and FASB ASC
815-40. Therefore, derivative accounting was not applicable for the note.
Generation Zero then evaluated the original conversion option under FASB ASC
470-20 for a beneficial conversion feature and determined none
existed.


F-7


During
August 2009, Generation Zero amended the conversion option of the above note
whereby the conversion rate was changed from $0.10 to $0.001 per share (which
conversion ratio was not affected by the 1:100 reverse stock split (see Note 9,
below). Generation Zero evaluated the modification under FASB ASC 470-50 and
determined the modification to be substantial and thus qualify as an
extinguishment of debt. There was no change in the fair value of the modified
debt, accordingly; no gain or loss on the extinguishment was recorded.
Generation Zero evaluated the modified loan for derivative accounting
consideration under FASB ASC 815-15 and FASB ASC 815-40. Generation Zero
determined the embedded conversion option in the modified convertible note met
the criteria for classification in stockholders’ equity under FASB ASC 815-15
and FASB ASC 815-40. Therefore, derivative accounting was not applicable for the
note. Generation Zero then evaluated the modified conversion option under FASB
ASC 470-20 for a beneficial conversion feature and determined the conversion
option contained a beneficial conversion feature.





Generation
Zero calculated the intrinsic value of the conversion feature of the modified
note and recorded a discount on the debt of $12,764.  The discount is
being amortized over the life of the loan using the effective interest rate
method. During the year ended December 31, 2009, an aggregate of $5,286 of
amortization was recorded on the debt discount.





During
August 2009, the holder of the modified note above elected to convert $1,000 of
the loan to common stock. Generation Zero issued the note holder 1,000,000
common shares on a pre-split basis which totaled 10,000 shares post-reverse
split. Generation Zero recorded amortization of $1,000 on the discount related
to the portion of the note converted.





In
November 2009, the holder sold this promissory note to two unrelated parties. As
of December 31, 2009, the unpaid balance on the loan totaled $11,764 and is
classified on the balance sheet as “Notes payable”. On April 13, 2010, the
parties entered into acknowledgments whereby the Company acknowledged that the
conversion price of the note was not affected by the Company’s 1:100 reverse
stock split and remained at $0.001 per share, and each holder agreed that they
will not be able to convert the note into a number of common shares that would
result in them owning more than 4.99% of the issued and outstanding common stock
of the Company and that neither holder would transfer or sell the note to any
third parties without the prior written consent of the Company, which consent
will not be unreasonably withheld.





In
December 2009, Generation Zero’s two Officers and Directors resigned. As part of
their resignation, Generation Zero was forgiven of an aggregate of $96,496 of
liabilities due to these related parties. $65,000 of the amount forgiven
represented wages due to the Officers for services provided during 2009. These
amounts were recorded as capital transactions in additional paid-in
capital.





NOTE 6 –
COMMON STOCK





During
the year ended December 31, 2009, Generation Zero issued 1,000,000 pre-1:100
reverse split common shares for the conversion of $1,000 of the
debt.  On a post-split basis these shares were adjusted to 10,000
shares.





During
the year ended December 31, 2008, Generation Zero issued 3,000 shares valued at
$30,000 for professional fees.





During
the year ended December 31, 2007, Generation Zero sold 2,500 shares to investors
in a private offering for $25,000 in cash.  In connection with the
private offering, Generation Zero also granted the investors 2,500 Class A
Warrants with an exercise price of $25 per share and a term of 3 years and 2,500
Class B Warrants with an exercise price of $50 per share and a term of 3
years.


F-8


During
the year ended December 31, 2007, Generation Zero also issued 5,000 shares
valued at $50,000 as a finder’s fee for the acquisition of unproved
properties.





During
the year ended December 31, 2007, 1,000 previously issued shares were
cancelled.  The shares were originally issued for services at
inception and valued at $100.  The cancellation resulted in a decrease
to common stock and an increase to additional paid-in capital of
$1.  The net effect on Generation Zero’s total equity was
zero.





During
the year ended December 31, 2007, Generation Zero issued 100 common shares for
services valued at $1,000.





During
the period from inception through December 31, 2006, Generation Zero issued
3,000 common shares for services valued at $300.





During
the period from inception to December 31, 2006, Generation Zero issued 100,000
shares for $10,000 in cash.





During
the period from inception to December 31, 2007, Generation Zero also sold 3,605
shares to several investors in a private offering for $36,050 in cash. In
connection with the private offering, Generation Zero also granted the investors
3,605 Class A Warrants with an exercise price of $25 and a life of 3 years and
3,605 Class B Warrants with an exercise price of $50 and a life of 3 years. The
common shares, Class A Warrants and Class B Warrants have relative fair values
of $14,044, $11,443 and $10,563, respectively.





During
the period from inception to December 31, 2006, Generation Zero also granted
2,000 warrants with an exercise price of $10 and life of 5 years to a third
party for services rendered. These warrants were valued at $19,119 and recorded
as warrant expense.





Variables
used in the Black-Scholes option-pricing model to value the warrants include (1}
risk-free interest rate of 4.96%, (2) expected remaining life is the actual life
of the warrants, (3) expected volatility is 175%, and (4) zero expected
dividends. Volatility is based on a basket of similar companies that trade in
the U.S.





A summary
of changes in outstanding warrants is as follows:





Warrants
            
            
            Weighted
      Average Exercise PriceOutstanding
      as of December 31, 2006
            
            
            9,210
            
            
            $
            31.53Granted
            
            
            5,000
            
            
            
            37.50Canceled
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Outstanding
      as of December 31, 2007
            
            
            14,210
            
            
            
            33.63Granted
            
            
            -
            
            
            
            -Canceled
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Outstanding
      as of December 31, 2008
            
            
            14,210
            
            
            
            33.63Granted
            
            
            -
            
            
            
            -Canceled
            
            
            7,210
            
            
            
            37.50Exercised
            
            
            -
            
            
            
            -Outstanding
      as of December 31, 2009
            
            
            7,000
            
            
            $
            29.64





14,210 and 7,000 warrants were
exercisable at December 31, 2008 and 2009, respectively with weighted average
exercise prices of $33.63 and $29.64, respectively. The weighted average
remaining life of the warrants outstanding at December 31, 2008 and 2009 was
1.23 and 0.73 years, respectively. The intrinsic value of the exercisable
warrants at December 31, 2008 and 2009 was zero.


F-9


NOTE 7 –
PREFERRED STOCK





Series A Preferred
Stock





On March
2, 2009, Generation Zero’s Board of Directors unanimously agreed by a written
consent to action without a meeting, to adopt a Certificate of Designations for
the creation of a Series A Preferred Stock, which was filed with the Secretary
of State of Nevada on June 10, 2009.





The
Series A Preferred Stock has a par value of $0.001 per share and consists of one
thousand (1,000) shares, each having no dividend rights, no liquidation
preference, and no conversion or redemption rights.  The shares of
Series A Preferred Stock have the right, voting in aggregate, to vote on all
shareholder matters equal to fifty-one percent (51%) of the total
vote.





On
November 11, 2009, all 1,000 shares were sold for $175,000 cash. A total of
$17,500 of the issuance costs were incurred with the sale. This sale resulted in
a change in control of Generation Zero.





Series B Preferred
Stock





On May 5,
2009, Generation Zero’s Board of Directors unanimously agreed by a written
consent to action without a meeting, to adopt a Certificate of Designations for
the creation of a Series B preferred stock, which was filed with the Secretary
of State of Nevada on June 11, 2009.





The
Series B Preferred Stock has a par value of $2.50 per share and consists of two
million (2,000,000) shares, each having no dividend rights, no liquidation
preference, no voting right and no redemption rights.





NOTE 8 –
INCOME TAXES





Generation
Zero uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2009, Generation Zero incurred
net losses and, therefore, has no tax liability. The net deferred tax asset
generated by the loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is approximately $366,456 at December 31, 2009, and
will expire in the years ending December 31, 2026 through December 31, 2029. Due
to the change in control described in Note 7, there is an annual limit, for tax
purposes, on the net operating loss carry-forward that may be
utilized.





December
      31,2009
            
            
            2008Deferred
      tax asset
            
            
            124,595
            
            
            
            71,901Valuation
      allowance
            
            
            (124,595
            )
            
            
            (71,901
            )Net
      deferred tax asset
            
            
            -
            
            
            
            -





NOTE 9 –
SUBSEQUENT EVENTS





On
February 12, 2010, Generation Zero implemented a 1 for 100 reverse stock split
of the common stock. Pursuant to the reverse split, each 100 shares of common
stock issued and outstanding as of the effective date was converted into 1 share
of common stock. All share and per share data herein has been retroactively
restated to reflect the reverse split. Generation Zero also changed its name
from Velocity Oil and Gas, Inc., to Generation Zero Group, Inc.





Between
February and March 2010, Generation Zero borrowed a total of $6,720 from a
related party. The notes bear zero interest and are due on demand with 90 days
notice.


F-10


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





None.





ITEM
9A. CONTROLS AND PROCEDURES





Management’s
evaluation of disclosure controls and procedures





An
evaluation was conducted under the supervision and with the participation of our
Management, including our Chief Executive Officer, also acting as our Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of year end. Based on that evaluation, our
Chief Executive Officer/Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of such date to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act of 1934, as amended ("Exchange Act"), is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officers also confirmed that there was no change in
our internal control over financial reporting during the year ended that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





We
maintain "disclosure
controls and procedures," as such term is defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer/Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. We conducted an
evaluation (the "evaluation"), under
the supervision and with the participation of our Chief Executive Officer/Chief
Financial Officer of the effectiveness of the design and operation of our
disclosure controls and procedures ("Disclosure Controls")
as of the end of the period covered by this report pursuant to Rule 13a-15 of
the Exchange Act. The evaluation of our disclosure controls and procedures
included a review of the disclosure controls’ and procedures’ objectives,
design, implementation and the effect of the controls and procedures on the
information generated for use in this report. In the course of our evaluation,
we sought to identify data errors, control problems or acts of fraud and to
confirm the appropriate corrective actions, if any, including process
improvements, were being undertaken. Our Chief Executive Officer/Chief Financial
Officer concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were not effective and were operating at the
reasonable assurance level.





Management’s
annual report on internal control over financial reporting





Our management is responsible for
establishing and maintaining adequate control over financial reporting (as
defined in Rules 13a-15(f) promulgated under the Exchange Act.  The term
internal control over financial reporting is defined as a process designed by,
or under the supervision of, the issuer's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
issuer's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:





1.
            Pertain to the maintenance of records
      that in reasonable detail accurately and fairly reflect the transactions
      and dispositions of the assets of the
issuer;





2.
            Provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles,
      and that receipts and expenditures of the issuer are being made only in
      accordance with authorizations of management and directors of the issuer;
      and





3.
            Provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition, use or
      disposition of the issuer's assets that could have a material effect on
      the financial statements.





-22-


Our
management, including our chief executive officer/chief financial officer, does
not expect that our disclosure controls and procedures or our internal controls
will prevent all error and all fraud.  A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Due to the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected.





In making
this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework. Our management has concluded that, as of year-end, our
internal control over financial reporting is not effective due to lack of
segregation of duties.





This
Report does not include an attestation report of the Company's registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this report.





Changes
in internal control over financial reporting





There
were no changes in our internal control over financial reporting during our most
recent fiscal quarter that materially affected, or were reasonably likely to
materially affect, our internal control over financial reporting.





ITEM
9B. OTHER INFORMATION.





None.





-23-


PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





The
following table sets forth the name, age and position of our director and
executive officer. There are no other persons who can be classified as a
promoter or controlling person of us. Our officer and director is as
follows:





Name
            Age
            PositionMatthew
      Krieg
            39
            President,
      Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and
      Director





Matthew
Krieg





Since
November 2008, Mr. Krieg has been self-employed as a consultant in the online
travel and ecommerce industry.  Mr. Krieg served as the president of
nPorta, Inc., in Atlanta, Georgia, which provides software development and
consulting to the travel industry, from July 2003 to October
2008.  From February 2005 to June 2006, Mr. Krieg served as the Vice
President of Strategic Planning with OneTravel, Inc., in Atlanta,
Georgia.  From September 2002 to May 2003, Mr. Krieg served as a
Senior Financial Analyst with Leisure Industries in Las Vegas,
Nevada.  From January 1999 to August 2002, Mr. Krieg served as
Strategic Finance Manager to Eastern Airlines in Miami, Florida.





Mr. Krieg
obtained his Bachelors degree from the University of Miami in Management in 1993
and his Masters degree from the University of Miami in Finance in
1999.





Our
Director(s) are elected annually and will hold office until our next annual
meeting of the shareholders and until his (their) successors are elected and
qualified. Officer(s) will hold their positions at the pleasure of the Board of
Directors, absent any employment agreement. Our officers and Directors may
receive compensation as determined by us from time to time by vote of the Board
of Directors. Such compensation might be in the form of stock options.
Director(s) may be reimbursed by the Company for expenses incurred in attending
meetings of the Board of Directors. Vacancies in the Board are filled by
majority vote of the remaining directors.





Involvement In Certain Legal
Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of our Director or executive officer during the past five
years.





Independence of
Directors





We are
not required to have independent members of our Board of Directors, and do not
anticipate having independent Directors until such time as we are required to do
so.





Audit
Committee





Due to
the Company's size, the Board of Directors does not have an Audit
Committee.


-24-


Code of
Ethics





We have
not adopted a formal Code of Ethics. The Board of Directors has evaluated the
business of the Company and the number of employees and determined that since
the Company is operated by one person, general rules of fiduciary duty and
federal and state criminal, business conduct and securities laws are adequate
ethical guidelines. In the event our operations, employees and/or Directors
expand in the future, we may take actions to adopt a formal Code of
Ethics.





ITEM 11. EXECUTIVE
COMPENSATION





Name
      & Principal Position
            Year
      Ended December 31,
            
            Salary
      ($)
            
            Stock Awards ($)
            
            Other(1) Annual Compensation ($)
            
            
            Total
      *
              Compensation ($)Matthew
      Krieg(2)
            2009
            
            $
            --
            
            --
            
            
            --
            
            
            $
            --President,
      Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and
      DirectorEdwargo
      Setjadiningrat(3)
            2009
            
            $
            --
            
            --
            
            
            --
            
            
            $
            --Former
      President, Chief Executive Officer, Chief Financial Officer and
      DirectorJames
      Moses (4)
            2009
            
            $
            --
            
            --
            
            
            --
            
            
            $
            --Former
      President, CFO, Treasurer and Director
            2008
            
            $
            17,500
            
            --
            
            
            --
            
            
            $
            17,500Frank
      A. Jacobs (5)
            2009
            
            $
            --
            
            --
            
            
            --
            
            
            
            --Former
      CEO, CFO,
            2008
            
            $
            30,000
            
            --
            
            
            --
            
            
            $
            30,000Treasurer,
            2007
            
            $
            --
            
            --
            
            
            --
            
            
            $
            --Secretary
      and Director





* Does
not include perquisites and other personal benefits in amounts less than 10% of
the total annual salary and other compensation. Other than the individuals
listed above, we had no executive employees or Directors during the years listed
above. Our officers and directors may be reimbursed for any out-of-pocket
expenses incurred by them on our behalf.  As of the date of this
report, none of our officers or Directors are a party to employment agreements
with us.  We presently have no pension, health, annuity, insurance,
profit sharing or similar benefit plans.





(1) No
Executive Officer received any bonus, stock awards, options, non-equity
incentive plan compensation, or nonqualified deferred compensation earnings
since the Company was incorporated.





(2) Mr.
Krieg was appointed as a Director of the Company, and as the Company’s
President, Chief Executive Officer, Chief Financial Officer, Treasurer and
Secretary, effective December 18, 2009.





(3) Mr.
Setjadiningrat was appointed as a Director of the Company and as the President,
Chief Executive Officer and Chief Financial Officer of the Company effective
June 5, 2009. Mr. Setjadiningrat resigned as the President, Chief Executive
Officer, Chief Financial Officer and Director of the Company on December 18,
2009.





(4) On or
about October 20, 2008, the Board of Directors of the Company appointed James
Moses as President and Director of the Company effective September 15, 2008. The
Company entered into a Retainer Agreement for Executive Services with Traction
Consulting Pty Ltd, a company wholly-owned by our then sole director and
President, Mr. James Moses on October 2, 2008 with an effective date of
September 15, 2008. The agreement stipulated that Mr. Moses would be paid $5,000
per month or that payment would be accrued at the commencement of each month.
Payment is prescribed to be in cash or shares as permitted by the Company’s cash
position. On or around June 5, 2009, Mr. Moses resigned as an officer and
Director of the Company.


(5) Mr.
Jacobs served as our CEO, CFO, Treasurer and Director from inception to
September 15, 2008 when he resigned as an officer and Director of the Company,
and was appointed as Secretary and Director on or around June 5,
2009.  Mr. Jacobs resigned as Secretary and Director on or around
December 18, 2009.





All
individuals who served as our Directors during the last fiscal year also served
as officers of the Company, and all such individuals are included in the
Executive Compensation table provided above.  No officer of the
Company received any separate or additional consideration for their services to
the Board of Directors other than what they were paid as officers of the Company
(if anything) during the last fiscal year.  As such, the table
regarding Board Compensation has not been included in this filing as it would be
duplicative of the information provided above.


-25-


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





The
following table provides the names and addresses of each person known to own
directly or beneficially more than a 5% of the outstanding common stock (as
determined in accordance with Rule 13d-3 under the Exchange Act) as of April 5,
2010 and by our officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly and the address of our
officers and Directors is our corporate address.


Name
      and Address of
              Beneficial
      Owner
            Common
      Stock Shares Beneficially
              Owned
      (1)
            Common
      Stock Percentage Beneficially Owned
            Shares
      the Series A Preferred Stock Shares Are Able to Vote
            Total
      Voting Percentage Beneficially Owned (2)Matthew
      Krieg (3)
              President,
      Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and
      Director
            -
            0%
            131,357
            51%Frank
      A. Jacobs
              3500
      Washington Ave, Suite 200
              Houston,
      Texas 77007
            41,300
            32.7%
            -
            16.0%Capersia
      Pte Ltd.
              96A
      Club Street
              Singapore
            11,500(4)
            9.1%
            -
            4.5%All
      officers and Directors
              as
      a group (one person)
            -
            0%
            131,357
            51%





(1) The
number of shares of common stock owned are those "beneficially owned"
as determined under the rules of the Commission, including any shares of common
stock as to which a person has sole or shared voting or investment power and any
shares of common stock which the person has the right to acquire within sixty
(60) days through the exercise of any option, warrant or right. Based on 126,205
shares of common stock and 1,000 shares of Series A Preferred Stock issued and
outstanding as of the date of this filing.





(2) Based
on 257,562 voting shares, which number includes the 131,357 shares of common
stock which the 1,000 outstanding shares of Series A Preferred Stock are able to
vote (equal to 51% of the total voting shares eligible to vote on any
shareholder matters) and the 126,205 shares of common stock issued and
outstanding as of the date of this filing.





(3) Mr.
Krieg owns a beneficial interest in the 1,000 shares of Series A Preferred Stock
through his ownership and control over Travel Engine Solutions, LLC (“Travel
Engine”).





(4)
Travel Engine has agreed to purchase 1,000,000 of these shares on a pre-reverse
split basis (adjusted to 10,000 shares post-reverse split) in a private
transaction, which transaction has not closed to date, and which shares are
therefore still beneficially owned by Capersia Pte. Ltd.





-----------------------------------





-26-


The table
above does not include any shares of common stock issuable in connection with
the conversion of the outstanding Promissory Note in the amount of $11,764,
which is 50% owned by Cascata Equity Management, Inc. (“Cascata”) and 50%
owned by Seven Palm Investments, LLC. (“Seven
Palm”).  Pursuant to the terms of the Promissory Note, which is
convertible into shares of the Company’s common stock at a conversion price of
$0.001 per share. If the remaining approximately $11,764 of principal was
converted into shares of the Company’s common stock, such Promissory Note would
convert into 11,764,000 shares of common stock.  However, each holder
has agreed that they will not be able to convert their note into a number of
common shares that would result in them owning more than 4.99% of the issued and
outstanding common stock of the Company.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





On June
1, 2007, we issued Capersia Pte. Ltd. (“Capersia”) an $8,000
Promissory Note to evidence an $8,000 loan we received from Capersia, which
Promissory Note was amended in December 2007 (the “Note”).  The
Note had an effective date of June 13, 2007, and bears interest at the rate of
6% per annum until paid in full.  Capersia had the right at any time
prior to the date such Note was repaid to convert any or all of the outstanding
principal amount of the Note into shares of the Company’s common stock at a
conversion price of $10 per share.  The Note is payable on demand;
however, Capersia agreed to provide the Company at least one (1) year and one
(1) day notice prior to the due date of such Note, and any amounts not paid when
due accrue interest at the rate of 15% per annum.





On August
20, 2008, the Board of Directors of the Company appointed David G. Purdy as
Secretary of the Company effective August 20, 2008.





On or
about October 20, 2008, the Board of Directors of the Company appointed James
Moses as President and Director of the Company effective September 15,
2008.





Also on
or about October 20, 2008, the Board of Directors accepted the resignation of
Frank A. Jacobs as officer and Director of the Company effective September 15,
2008.





On or
around November 7, 2008, the Capersia Promissory Note was amended to reflect an
increased amount owed to the Company of $12,764.





On
January 27, 2009, James Moses, a then officer of the Company, and as an officer
of his consulting company, Traction Consulting, Pty, ratified and agreed to an
offer to confirm his services as an officer including that he would receive a
rate of $5,000 per month in cash or stock by the Company, by payment to his
consulting company.





On
February 28, 2009, David G. Purdy resigned as Secretary of the
Company.





On or
around June 5, 2009, the Board of Directors of the Company increased the number
of Directors of the Company from one (1) to three (3).  The Board also
appointed Frank A. Jacobs and Edwargo Setjadiningrat as Directors of the Company
to fill the vacancies left by the increase in Directors pursuant to the
authority provided to the Board of Directors in the Company’s Bylaws (the “Appointments”).
Immediately following the Appointments, and effective June 5, 2009, James Moses
resigned as a Director, and as Chief Executive Officer, Chief Financial Officer
and President of the Company.





-27-


The Board
of Directors, then consisting of Mr. Jacobs and Mr. Setjadiningrat appointed Mr.
Setjadiningrat as President, Chief Executive Officer and Chief Financial Officer
of the Company and Mr. Jacobs as Secretary effective June 5, 2009.





On or
around August 20, 2009, we entered into an amendment to the Capersia Note,
pursuant to which we agreed to amend the conversion price of the Note to $0.001
per share, and to allow Capersia to convert $1,000 of the amount owed under the
Note into 1,000,000 shares of our common stock on a pre-reverse split basis,
which was adjusted to 10,000 shares following the reverse stock
split.





On or
around November 10, 2009, Capersia sold its entire interest in the Note to
Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven
Palm Investments, LLC. (50%) (“Seven Palm”). As of
the filing of this report, neither Cascata nor Seven Palm has provided us notice
of their intention to demand repayment of the Note or otherwise convert such
Note into shares of our common stock.





On or
around April 13, 2010, Cascata and Seven Palm entered into acknowledgments with
the Company, whereby the Company acknowledged that the conversion price of the
Note was not affected by the Company’s 1:100 reverse stock split and remained at
$0.001 per share, and each holder agreed that they will not be able to convert
the Note into a number of common shares that would result in them owning more
than 4.99% of the issued and outstanding common stock of the Company and that
neither holder would transfer or sell the Note to any third parties without the
prior written consent of the Company, which consent will not be unreasonably
withheld.





On or
around November 10, 2009, Travel Engine Solutions, LLC (“Travel Engine”)
subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”,
which include super majority voting rights) for aggregate consideration of
$175,000.  A total of $50,000 of the funds for the Series A Shares was
received immediately and pursuant to the terms of the Subscription Agreement, we
agreed to issue Travel Engine one share of Series A Preferred Stock in
connection with such payment, which share (the “Series A Preferred
Share”) was to be held in trust until such time as Travel Engine paid the
remaining $125,000 due pursuant to the terms of the Subscription Agreement,
which the Company received in December 2009.





On or
around December 18, 2009, the Board of Directors of the Company increased the
number of Directors of the Company from two (2) to three (3).  The
Board also appointed Matthew Krieg, the beneficial owner of Travel Engine, as a
Director of the Company to fill the vacancy left by the increase in Directors
pursuant to the authority provided to the Board of Directors in the Company’s
Bylaws (the “Appointment”).  Immediately
following the Appointment, and effective December 18, 2009, Edwargo
Setjadiningrat resigned as President, Chief Executive Officer, Chief Financial
Officer and Director of the Company and Frank Jacobs resigned as Secretary and
Director of the Company.





The Board
of Directors, then consisting of Mr. Krieg appointed Mr. Krieg as President,
Chief Executive Officer, Chief Financial Officer, Treasurer and as Secretary of
the Company, effective December 18, 2009.





The
Company borrows from shareholders and Directors periodically.  At
December 31, 2009 and December 31, 2008, there was an outstanding balance of
$5,000 and $55,286, respectively, due the shareholders and
Directors.





In
December 2009, the Company’s two officers and Directors resigned. As part of
their resignation, the Company was forgiven of an aggregate of $96,496 of
liabilities due to these related parties. A total of $65,000 of the amount
forgiven represented wages due to the former officers for services provided
during 2009.





In
December 2009, the Company borrowed $5,000 from its sole officer and Director,
Matthew Krieg. Between
February and March 2010, the Company borrowed a total of $6,720 from Mr. Krieg.
The amount loaned bears zero interest and is due on demand with 90 days
notice.





-28-


Review,
Approval and Ratification of Related Party Transactions





Given our
small size and limited financial resources, we had not adopted formal policies
and procedures for the review, approval or ratification of transactions, such as
those described above, with our executive officer, Director and significant
stockholders.  However, all of the transactions described above were
approved and ratified by our Board of Directors.  In connection with
the approval of the transactions described above, the Board of Directors took
into account several factors, including their fiduciary duties to the Company;
the relationships of the related parties described above to the Company; the
material facts underlying each transaction; the anticipated benefits to the
Company and related costs associated with such benefits; whether comparable
products or services were available; and the terms the Company could receive
from an unrelated third party.





We intend
to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional Directors, so that such
transactions will be subject to the review, approval or ratification of our
Board of Directors, or an appropriate committee thereof.   On a
moving forward basis, the Board of Directors (consisting solely of Mr. Krieg)
will continue to approve any related party transaction based on the criteria set
forth above.


ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





AUDIT
FEES





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-Qs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:





2009:
$17,000





2008:
$21,000





AUDIT
RELATED FEES





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph, if any:





2009:
$0





2008:
$0





TAX
FEES





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was, if any:





2009:
$0





2008:
$0





ALL
OTHER FEES





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
above was, if any:





2009:
$0





2008:
$0





When
existing, our audit committee's pre-approval policies and procedures described
in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit
committee pre-approve all accounting related activities prior to the performance
of any services by any accountant or auditor.





The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full time,
permanent employees was 0%.


-29-


PART
IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Exhibit Number
            Description of ExhibitExhibit
      3.1(1)
            Articles
      of IncorporationExhibit
      3.2(5)
            Certificate
      of Designations of Series A Preferred StockExhibit
      3.3(5)
            Certificate
      of Designations of Series B Preferred StockExhibit
      3.5(7)
            Certificate
      of Amendment to Articles of IncorporationExhibit
      3.4(1)
            BylawsExhibit
      10.1(1)
            Acquisition
      & Participation Agreement with Polaris Holdings,
  Inc.Exhibit
      10.2(1)
            $8,000
      Promissory Note with Capersia Pte. Ltd.Exhibit
      10.3(1)
            Amendment
      to Acquisition & Participation AgreementExhibit
      10.4(2)
            Assignment
      of Membership InterestsExhibit
      10.5(2)
            Assignment
      of Production Payment





Exhibit
      10.6(2)
            Purchase
      and Sale Agreement By and Between Entek USA Inc. and Velocity Oil &
      Gas, Inc.Exhibit
      10.7(+)(3)
            Amended
      and Restated  Participation Agreement between South Marsh,
      Ridgelake and GulfXExhibit
      10.8(2)
            Amendment
      to Amended and Restated Participation AgreementExhibit
      10.14(3)
            Amended
      Promissory Note with CapersiaExhibit
      10.15(3)
            Letter
      Agreement Regarding Terms of Jacobs Oil & Gas, Inc.
      AdvancesExhibit
      10.16(3)
            Letter
      Agreement Regarding Terms of Jacobs Oil & Gas, Inc.
      AdvancesExhibit
      10.17(4)
            Assignment
      agreement with Ridgelake Energy, Inc.Exhibit
      10.18(6)
            Second
      Amendment to Promissory Note with CapersiaExhibit
      10.19(6)
            Third
      Amendment to Promissory Note with CapersiaExhibit
      10.20*
            Acknowledgement
      of Promissory Note Terms - Cascata Equity Management,
  Inc.Exhibit
      10.21*
            Acknowledgement
      of Promissory Note Terms – Seven Palm Investments, LLCExhibit
      21*
            SubsidiariesExhibit
      31.1*
            Certificate
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002Exhibit
      32.1*
            Certificate
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002Exhibit
      99.1(3)
            Letter
      From Frank Jacobs





*   Filed
herewith.





+  Includes
all material exhibits of the Amended and Restated Participation Agreement
between South Marsh, Ridgelake and GulfX.





(1) Filed
as an exhibit to our Form SB-2 Registration Statement filed with the Commission
on October 1, 2007, and incorporated herein by reference.





(2) Filed
as an exhibit to our Form SB-2 Registration Statement filed with the Commission
on December 21, 2007, and incorporated herein by reference.





(3) Filed
as an exhibit to our Form S-1 Registration Statement filed with the Commission
on March 21, 2008, and incorporated herein by reference.





(4) Filed
as an exhibit to our Form 8-K Report filed with the Commission on November 10,
2008, and incorporated herein by reference.





(5) Filed
as an exhibit to our Form 8-K filed with the Commission on June 19, 2009, and
incorporated herein by reference.





(6) Filed
as an exhibit to our Post-Effective Amended Form S-1 Registration Statement,
filed with the Commission on October 28, 2009, and incorporated herein by
reference.





(7) Filed
as an exhibit to our Form 8-K filed with the Commission on March 5, 2010, and
incorporated herein by reference.


-30-


SIGNATURES





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





Dated:
      April 13, 2010
            By:
            /s/ Matthew
      KriegMatthew
      KriegPresident,
      Chief Executive Officer (Principal Executive Officer), Chief Financial
      Officer (Principal Financial Officer and Principal Accounting Officer),
      Treasurer, Secretary and Director
















-31-