UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2010~~2011

¨ . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _________ to ________

Commission file number : ~~333~~ 001-~~151960~~34710

~~Savoy~~SAVOY ~~Energy~~ENERGY ~~Corporation~~CORPORATION

(Exact name of Company as specified in its charter)

Nevada	26-0429687
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
organization)
incorporation or organization)
2100 West Loop South, Ste. 900 Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)
Company’s telephone number: 713-243-8788
Securities registered under Section 12(b) of the
Exchange Act:
Title of each class	Name of each exchange on which registered
Common Stock par value $0.001	not applicable
Securities registered under Section 12(g) of the
Exchange Act:
Title of each class	Name of each exchange on which registered
None	not applicable

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


2100 West Loop South, Ste. 900
Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

~~Indicate by check mark if the~~ Company’s istelephone ~~not~~number: ~~required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨~~713-243-8788

~~Check~~Securities ~~whether~~registered ~~the~~under ~~Issuer (1) filed all reports required to be filed by~~ Section ~~13 or 15~~12(db) of the ~~Securities~~ Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨:

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’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. Yes x No ¨


Title of each class	Name of each exchange on which registered
Common Stock par value $0.001	not applicable

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section ~~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~~ 12(~~§232.405~~g) of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files) Yes o No ¨~~Act:


Title of each class	Name of each exchange on which registered
None	not applicable

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

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

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

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 X .

Indicate by check mark whether the Company 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 x.

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes~~ ¨ Yes . No X x.

~~State~~The ~~the~~ aggregate market value of the voting and non-voting common equity held by non-affiliates ~~computed~~as byof ~~reference~~June to30, ~~the price at which the common equity was last sold~~2011, or the ~~average~~end ~~bid and asked price~~ of ~~such common equity, as of~~ the last business day of the registrant's most recently completed second fiscal quarter~~. $1,223,920~~ ~~(based~~was onapproximately ~~61,196,000 shares at~~ $0278,431.02 ~~per share)~~

~~Indicate~~State the number of shares outstanding of each of the ~~Company~~issuer’s classes of common stock, as of the latest practicable date~~. 67~~: 202,~~346~~248,586 common shares as of January 21, 2013, which number does not include 100,000,000 shares which the Company has agreed to issue to its Chief Executive Officer, Arthur Bertagnolli (as described in greater detail under “Unregistered Sales of ~~April~~Equity 7Securities” below) as the Company does not currently have sufficient authorized, ~~2011~~but unissued shares to affect such issuance.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	[Removed and Reserved]	6
PART II
Item 5.	Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	14
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	14
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence	17
Item 14.	Principal Accountant Fees and Services	17
PART IV
Item 15.	Exhibits, Financial Statement Schedules	19

~~PART~~TABLE IOF CONTENTS

Item 1. Business


		Page
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Mine Safety Disclosures	15

PART II

Item 5.	Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	21
Item 9A.	Controls and Procedures	21
Item 9B.	Other Information	22

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accountant Fees and Services	27

PART IV

Item 15.	Exhibits, Financial Statement Schedules	28

Background

We were incorporated as “Arthur Kaplan Cosmetics, Inc.” on June 25, 2007, in the State of Nevada. We subsequently changed our name to Savoy Energy Corporation.

On March 31, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”), and Plantation Exploration Acquisition, Inc. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the “Merger”) on April 2, 2009, with the filing of articles of merger with the Texas secretary of state. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary.

Subsequently, on April 3, 2009, we merged with another wholly-owned subsidiary of our company, known as Savoy Energy Corporation, in a short-form merger transaction under Nevada law and, in connection with this short form merger, changed our name to Savoy Energy Corporation.

Our Business

We are in the business of re-entering, re-completing, extracting oil, and selling oil from previously undeveloped and drilled wells in the United States. Our plan of operations is to economically extract a significant amount of the “left-behind” oil from previously drilled sites.

We currently hold leases on or are producing oil from the following unproven and proven developed and undeveloped wells: a 25.75% working interest in Rozella Kifer No. 1, and a 2.75% working interest in the Glass 59 #2 well. We do not operate these wells.

Our strategy is to acquire interests in existing low maintenance producing wells. Large oil companies with high overhead costs require high production rates for wells to be economically viable. Our small size and lower overhead allows profitably extraction of oil at low production rates.

Developments in Expansion of Wells

On March 31, 2010, the Company secured a 2.75% working interest in the Glass 59 #2 well in Sterling County, Texas that is operated by Bright & Company.

In June 2010, the Company acquired the Davis-Cornell oil and gas lease for $28,900. The lease acreage is located in Gonzales County, Texas, and is comprised of 144 acres. The Company acquired a 75% undivided working interest in the unproven reserves, and the sellers retained a 25% undivided working interest. In July 2010, the Company sold a 92.5% undivided interest in its Eagle Ford formation “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $123,228. The “deep rights” sold are unevaluated oil and gas properties. The Company retained its existing working interests in the Austin Chalk producing formation. During the year ended December 31, 2010, the Company recognized a gain of $94,381 on sale of assets.

During the year ended December 31, 2010, the Company incurred development costs on its oil and gas properties totaling $40,043.

~~During~~PART June 2010, the Company entered into an option agreement with a shareholder and working interest participant in certain oil and gas properties located in Gonzales County, Texas to allow the shareholder to put their interest in the properties to the Company. Pursuant to the option agreement, Savoy agreed to issue 2,640,000 shares of common stock to the shareholder (which as of the date of this report have not been issued), together with future monthly payments of $5,000 per month to the shareholder until the holding period lapses and the restrictive legend can be removed from the face of the share certificate. Upon the restriction removal, the monthly payment will cease and the shareholder has the option to assign their interest in the oil and gas properties to Savoy. The 2,640,000 shares of common stock granted to the shareholder were valued at $52,800, based on fair market value using quoted market prices on the date of grant and was recorded as a return of capital to the shareholder. During the year ended December 31, 2010, the Company paid $35,000 to the shareholder under the agreement which was recorded as a return of capital to the shareholder.I

InItem ~~May 2010, the Company sold certain overriding royalty interests to Lucas Energy, Inc~~1. for $92,568. The overriding royalty interests are associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $92,568 were recognized as a gain on sale of assets. During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $92,558 recognized in the three months ended June 30, 2010 and determined that a gain of $68,902 was the gain on sale of assets. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.Business

InCertain ~~June~~statements, ~~2010~~other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the ~~Company~~assumptions ~~sold~~upon awhich 92those statements are based, are “forward-looking statements”.5% ~~undivided~~These ~~interest~~forward-looking instatements ~~its~~generally ~~Eagle~~are ~~Ford~~identified ~~formation~~by the words “~~deep~~believes,” ~~rights~~“project,” ~~located~~“expects,” in“anticipates,” ~~Gonzales~~“estimates,” ~~County~~“intends,” ~~Texas~~“strategy,” to“plan,” ~~Lucas~~“may,” ~~Energy~~“will,” ~~Inc.~~“would,” ~~for~~“will ~~$140~~be,~~752. The~~” “~~deep~~will ~~rights~~continue,” ~~sold~~“will likely result,” and similar expressions. Forward-looking statements are ~~unevaluated~~not ~~oil~~a guarantee of future performance or results, and ~~gas~~will ~~properties~~not ~~associated~~necessarily ~~with~~be accurate indications of the ~~Company’s~~times ~~producing~~at, ~~wells~~or inby, ~~the~~which ~~Austin~~such ~~Chalk~~performance ~~formation~~or results will be achieved. ~~The~~Forward-looking ~~Company~~statements ~~retained~~are ~~its~~based ~~existing~~on ~~working~~information ~~interests~~available inat the ~~Austin~~time ~~Chalk~~the ~~producing~~statements ~~formation.~~are ~~During~~made ~~the~~and ~~three~~involve ~~months~~known ~~ended~~and ~~June~~unknown 30risks, ~~2010,~~uncertainties ~~the~~and ~~proceeds~~other offactors ~~$140~~that may cause our results,~~752~~ ~~were~~levels ~~recognized~~of asactivity, aperformance ~~gain~~or onachievements ~~sale~~to ofbe ~~assets.~~materially ~~During~~different from the ~~three~~information ~~months~~expressed ~~ended~~or ~~September~~implied ~~30,~~by ~~2010,~~the ~~management re~~forward-~~assessed~~looking ~~its~~statements ~~initial~~in ~~accounting~~this ~~for~~Report. Our ability to predict results or the ~~gain~~actual effect of ~~$140,752~~future ~~recognized~~plans inor ~~the~~strategies ~~three~~is ~~months~~inherently ~~ended~~uncertain. ~~June~~Factors ~~30,~~which ~~2010~~could have a material adverse effect on our operations and ~~determined~~future ~~that~~prospects on a ~~gain~~consolidated ofbasis ~~$104~~include,~~104~~ ~~was~~but ~~the~~are ~~gain~~not onlimited ~~sale~~to: changes in economic conditions, legislative/regulatory changes, availability of ~~assets~~capital, interest rates, competition, and generally accepted accounting principles. ~~Management~~These ~~evaluated~~risks ~~the~~and ~~impact~~uncertainties ofshould ~~recording~~also ~~the~~be ~~adjustment~~considered toin evaluating forward-looking statements and undue reliance should not be placed on such statements. You should read the ~~gain~~matters ~~during~~described in “Risk Factors” and the ~~three~~other ~~months~~cautionary ~~ended~~statements ~~September~~made ~~30,~~in ~~2010~~this Report as ~~opposed~~being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the ~~three~~forward-looking ~~months~~statements ~~ended~~in ~~June~~this ~~30,~~Report ~~2010~~will prove to be accurate and ~~concluded~~therefore ~~that~~prospective itinvestors ~~did~~are encouraged not ~~have~~to aplace ~~material~~undue ~~impact~~reliance on ~~the~~forward-looking ~~financial~~statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

InBackground September 2010, the Company sold its 51.5% working and revenue interest and the support equipment on the Ali-O No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $52,500 and forgiveness of payables in the amount of $10,327. The proceeds associated with the support equipment and forgiveness of payable totaling $42,877 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $19,950 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

OnWe ~~October~~were ~~25,~~incorporated 2010, an unrelated third party advanced $63,000 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 10% per annum and matures July 27, 2011, at which date the $63,000 and any accrued interest is payable. The convertible promissory note has a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 60% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note that can be converted at any time is limited to the number of authorized less the amount of issued and outstanding shares immediately prior to the conversion (limited to 39,375,000). The Company is required at all times to have authorized and reserved three times the number of shares that are actually issuable upon full conversion of the convertible promissory note. So long as ~~the~~“Arthur ~~Company~~Kaplan ~~is not in default~~Cosmetics, ~~the lender cannot exercise its conversion right for 180 days following the issuance date of the convertible promissory note~~Inc.” ~~The~~on ~~Company~~June has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not received a notice of conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date25, ~~the Company has the right~~2007, ~~after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest,~~ in ~~full, in cash equal to 140% of~~ the ~~sum~~State of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepaymentNevada. AtWe ~~December~~subsequently ~~31,~~changed ~~2010,~~our ~~assuming~~name ~~no adjustment~~ to ~~the~~Savoy ~~conversion~~Energy price, if the lender converted the entire principal balance of the convertible promissory note using the greater of the fixed or variable conversion price at December 31, 2010, after taking into consideration the aforementioned limitation on the amount of the convertible promissory note that can be converted, then they would have received approximately 5,279,344 shares of the Company’s common stockCorporation. The Company evaluated the terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature. Subsequent to year end, the Company sold its working interest in the Zavadil well and 50% of its working interest in the Rozella Kiefer well. This constituted a significant sale of assets and as such rendered the note in default. As a result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights.

4On March 31, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”), and Plantation Exploration Acquisition, Inc. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the “Merger”) on April 2, 2009, with the filing of articles of merger with the Texas secretary of state. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary. Subsequently, on April 3, 2009, we merged with another wholly-owned subsidiary of our company, known as Savoy Energy Corporation, in a short-form merger transaction under Nevada law and, in connection with this short form merger, changed our name to Savoy Energy Corporation.

OnOur ~~December~~Business 14, 2010 the Company filed an Amendment to its Articles of Incorporation increasing its authorized capital to 310,000,000 shares comprising 300,000,000 shares of Common Stock par value $.001 per share and 10,000,000 shares of Preferred Stock par value $0.001 per share.

OnWe December 21, 2010, an unrelated third party advanced $32,500 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 10% per annum and matures September 23, 2011, at which date the $32,500 and any accrued interest is payable. The convertible promissory note has a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 60% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note that can be converted at any time is limited to the number of authorized less the amount of issued and outstanding shares immediately prior to the conversion (limited to 17,324,094). The Company is required at all times to have authorized and reserved three times the number of shares that are ~~actually issuable upon full conversion of the convertible promissory note. So long as the Company is not~~ in ~~default,~~ the ~~lender~~business ~~cannot exercise its conversion right for 180 days following the issuance date~~ of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not received a notice of conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance datere-entering, ~~the Company has the right~~re-completing, ~~after~~extracting ~~giving the lender three days prior written notice~~oil, ~~to prepay the outstanding principal~~ and ~~accrued~~selling ~~interest,~~oil ~~in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interest; (iii)~~ from ~~one~~ ~~hundred~~previously ~~twenty~~undeveloped one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and ~~accrued~~drilled ~~interest,~~wells in ~~full, in cash equal to 150% of~~ the ~~sum~~United ~~of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepayment~~States. AtOur ~~December~~plan ~~31, 2010, assuming no adjustment to the conversion price, if the lender converted the entire principal balance~~ of ~~the~~operations ~~convertible~~is promissory note using the greater of the fixed or variable conversion price at December 31, 2010, after taking into consideration the aforementioned limitation on the amount of the convertible promissory note that can be converted, then they would have received approximately 2,723,540 shares of the Company’s common stock. The Company evaluated the terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature. Subsequent to ~~year~~economically ~~end,~~extract ~~the Company sold its working interest in the Zavadil well and 50% of its working interest in the Rozella Kiefer well. This constituted~~ a significant ~~sale~~amount of ~~assets and as such rendered~~ the ~~note~~“left-behind” inoil ~~default.~~from Aspreviously adrilled ~~result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights~~sites.

InWe ~~February~~currently ~~2011,~~hold ~~the~~leases ~~Company~~on ~~sold~~or ~~its~~are ~~52.5%~~producing ~~working~~oil ~~and~~from ~~revenue~~the ~~interest~~following unproven and ~~the~~proven ~~support~~developed ~~equipment~~and onundeveloped ~~the~~wells: ~~Zavadil~~(a) Noa 49.25% 1undivided ~~well~~interest in ~~Gonzales~~certain ~~County,~~lease ~~Texas~~acreage tocomprising ~~Lucas~~144 ~~Energy,~~acres ~~Inc.~~which ~~for~~was ~~cash~~previously ~~proceeds~~producing oflocated ~~$65~~in Gonzales County,~~000~~ ~~and~~Texas, ~~forgiveness~~(b) ofa ~~payables~~2.75% inoverriding ~~the~~royalty ~~amount~~interest ofin ~~$25,080~~W.L. ~~The~~Barnett ~~proceeds~~ET ~~associated~~AL ~~with~~#1 ~~the~~& ~~support~~#2 ~~equipment~~ and ~~forgiveness~~(c) ofa ~~payable~~2.75% ~~totaling~~working ~~$79,219~~interest ~~was~~in ~~recorded~~the asGlass a59 ~~gain~~#2 ~~on sale of assets~~well. ~~The~~We ~~proceeds~~will ~~associated~~continue ~~with~~our ~~working~~workover ~~and~~efforts ~~revenue~~on ~~interest~~these ~~totaling $10~~wells,~~861~~ ~~were~~and ~~accounted~~seek ~~for~~to asduplicate aour ~~reduction~~successful ofefforts ~~capitalized~~with ~~costs,~~other ~~with~~wells. noWe ~~gain~~do ornot ~~loss~~operate ~~recognized~~these wells.

OnOur ~~March~~strategy 7, 2011, an unrelated third party advanced $30,000 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 8% per annum and matures on December 9, 2011, at which time the $30,000 and any accrued interest is ~~payable. The convertible promissory note has a conversion price equal~~ to ~~the~~acquire ~~greater~~interests ofin ~~either~~existing ~~(i)~~low amaintenance ~~fixed~~producing ~~conversion price of $0~~wells.~~00009~~ orLarge ~~(ii)~~oil ~~60%~~companies ofwith ~~the~~high ~~quoted~~overhead ~~market~~costs ~~price~~require ~~for~~high ~~the~~production ~~Company’s~~rates ~~common stock using the average of the lowest three (3) trading prices~~ for ~~the~~wells ~~Company’s common stock during the ten (10) trading days prior~~ to ~~the conversion date. The amount of the convertible promissory note that can~~ be ~~converted~~economically ~~at any time is limited to the number of authorized less the amount of issued and outstanding shares immediately prior to the conversion (limited to 28,009,461)~~viable. ~~The~~Our ~~Company~~small issize ~~required at all times to have authorized~~ and ~~reserved~~lower ~~three~~overhead ~~times~~allows ~~the~~profitably ~~number~~extraction of ~~shares~~oil ~~that~~at ~~are~~low ~~actually~~production ~~issuable upon full conversion of the convertible promissory note. So long as the Company is not in default~~rates, ~~the~~size lender cannot exercise its conversion right for 180 days following the issuance date of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and ~~conditions.~~lower ~~The~~overhead ~~terms~~allows ~~and~~profitably ~~conditions~~extraction ~~to prepay the convertible promissory note are as follows: (i) the Company has not received a notice~~ of ~~conversion~~oil ~~from~~at ~~the~~low ~~lender;~~production (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepaymentrates. This constituted a significant sale of assets and as such rendered the note in default. The Company evaluated the terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature. Subsequent to entering into the convertible promissory note agreement, the Company sold 50% of its working interest in the Rozella Kiefer well. As a result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights.

5Developments in Expansion of Wells

InOn March ~~2011~~31, 2010, the Company ~~sold~~secured 25a 2.75% working ~~and revenue~~ interest ~~and~~in the ~~support~~Glass ~~equipment~~59 on#2 ~~the Rozella Kifer No. 1~~ well in ~~Gonzales~~Sterling County, Texas tothat ~~Lucas~~is ~~Energy,~~operated ~~Inc.~~by ~~for~~Bright ~~cash~~& ~~proceeds of $37,100~~Company. The proceeds associated with the support equipment totaling $13,809 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $23,291 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

~~Item~~In 1AJune 2010, the Company acquired the Davis-Cornell oil and gas lease for $28,900. ~~Risk~~ ~~Factors~~The lease acreage is located in Gonzales County, Texas, and is comprised of 144 acres. The Company acquired a 75% undivided working interest in the unproven reserves, and the sellers retained a 25% undivided working interest. In July 2010, the Company sold a 92.5% undivided interest in its Eagle Ford formation “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $123,228. The “deep rights” sold are unevaluated oil and gas properties. The Company retained its existing working interests in the Austin Chalk producing formation.

~~A smaller reporting company is not required to provide the information required by this Item.~~4

~~Item~~During 1BJune 2010, the Company entered into an option agreement with a shareholder and working interest participant in certain oil and gas properties located in Gonzales County, Texas, to allow the shareholder to put their interest in the properties to the Company. ~~Unresolved~~ ~~Staff~~Pursuant ~~Comments~~to the option agreement, Savoy agreed to issue 2,640,000 shares of common stock to the shareholder, together with future monthly payments of $5,000 per month to the shareholder until the holding period lapses and the restrictive legend can be removed from the face of the share certificate. Upon the restriction removal, the monthly payment will cease and the shareholder has the option to assign their interest in the oil and gas properties to Savoy. The 2,640,000 shares of common stock granted to the shareholder were valued at $52,800, based on fair market value using quoted market prices on the date of grant and was recorded as a return of capital to the shareholder. During the years ended December 31, 2011 and 2010, the Company paid $20,000 and $35,000, respectively, to the shareholder under the agreement, which were recorded as a return of capital to the shareholder.

~~None~~In May 2010, the Company sold certain overriding royalty interests to Lucas Energy, Inc. for $92,568. The overriding royalty interests are associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $92,568 were recognized as a gain on sale of assets. During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $92,558 recognized in the three months ended June 30, 2010 and determined that a gain of $68,902 was the gain on sale of assets. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.

~~Item~~In 2June 2010, the Company sold a 92. ~~Properties~~5% undivided interest in its Eagle Ford formation “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $140,752. The “deep rights” sold are unevaluated oil and gas properties associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $140,752 were recognized as a gain on sale of assets. During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $140,752 recognized in the three months ended June 30, 2010 and determined that a gain of $104,104 was the gain on sale of assets. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.

WeIn ~~maintain~~September ~~our~~2010, ~~corporate~~the ~~office~~Company atsold ~~2100~~its ~~West~~51.5% ~~Loop~~working ~~South~~and revenue interest and the support equipment on the Ali-O No. 1 well in Gonzales County, ~~Ste~~Texas to Lucas Energy, Inc. ~~900~~for cash proceeds of $52,500 ~~Houston~~and forgiveness of payables in the amount of $10,327. ~~Texas~~The ~~77027~~proceeds associated with the support equipment and forgiveness of payable totaling $42,877 was recorded as a gain on sale of assets. We ~~have~~The proceeds associated with working and revenue interest totaling $19,950 were accounted for as a reduction of capitalized costs, with no ~~materially~~gain ~~important~~or ~~physical~~loss ~~properties~~recognized.

~~Item~~During 3the year ended December 31, 2010, the Company recognized a gain of $310,264 in connection with the sale of working interests. ~~Legal~~ ~~Proceedings~~

~~Panos~~During ~~Industries,~~the ~~LLC~~year v.ended ~~Savoy~~December ~~Energy~~31, ~~Corporation~~2010, ~~et.~~the ~~al.,~~Company ~~District~~incurred ~~Court,~~development ~~Clark~~costs ~~County,~~on ~~Nevada~~its ~~Case~~oil #and ~~A-10-612340-C~~gas properties totaling $40,043.

OnIn ~~March~~February 192011, ~~2010, this action was filed in~~ the ~~above-entitled~~Company ~~Court~~sold ~~seeking~~its ~~damages~~52.500% ~~“…in~~working ~~excess~~and ofrevenue ~~$50,000”~~interest ~~based~~and ~~upon monies which~~ the ~~Plaintiff~~support ~~claims~~equipment ~~were advanced by Plaintiff~~ on ~~behalf of~~ the ~~Company. The~~Zavadil ~~Company has filed an answer to the complaint denying the allegations stated therein and has filed a Counterclaim against the Plaintiff~~No. ~~While~~ ~~the~~1 ~~outcome~~well ofin ~~this~~Gonzales ~~matter~~County, ~~cannot be predicted~~Texas, ~~the Company specifically denies that it is indebted~~ to ~~Plaintiff~~Lucas ~~and~~Energy, ~~believes that any claims purportedly asserted in the lawsuit are without merit~~Inc. ~~The~~, ~~Company~~for ~~further~~cash ~~believes~~proceeds ~~that~~of it$65,000 ~~has~~and ~~meritorious~~forgiveness ~~claims~~of ~~against~~payables ~~Plaintiff which arose~~ in ~~connection with~~ the ~~merger~~amount of ~~the~~approximately ~~Company’s predecessor (Arthur Kaplan Cosmetics~~$25, ~~Inc~~000.) ~~with~~The ~~Plantation~~proceeds ~~Exploration,~~associated ~~Inc. and in connection~~ with the ~~aftermath~~support ofequipment ~~the~~and ~~merger. The~~forgiveness ~~Company~~of ~~intends~~payable tototaling ~~vigorously~~approximately ~~defend~~$79,000 ~~any~~was ~~claims~~recorded ~~asserted~~as bya ~~the~~gain ~~Plaintiff~~on ~~and~~sale toof ~~aggressively~~working ~~prosecute its claims against the Plaintiff~~interest. ~~Even~~ ifThe ~~the~~proceeds ~~Company~~associated iswith ~~ultimately~~working ~~successful in defending this action, it will incur legal fees~~ and ~~other~~revenue ~~expenses~~interest intotaling ~~connection~~approximately ~~with such defense~~$11,000 ~~the~~were ~~amount~~accounted offor ~~which~~as ~~cannot be predicted at this time. Such expenses could have~~ a ~~material~~reduction ~~impact~~of oncapitalized ~~the~~costs, ~~Company’s~~with ~~future~~no ~~operating~~gain ~~results~~or ~~and~~loss ~~have an adverse impact on the Company’s funds available for its operations~~recognized.

~~Item~~In 4March 2011, the Company sold 25. ~~[Removed~~75% working and ~~Reserved]~~revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $37,100. The proceeds associated with the support equipment totaling $13,809 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $23,291 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

6In March 2011, the Company sold a 25.750% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of approximately $37,000. The proceeds associated with the support equipment totaling approximately $14,000 were recorded as a gain on sale of working interest. The proceeds associated with working and revenue interest totaling approximately $23,000 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

~~PART~~In IIApril 2011, the Company sold a 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $20,000. The full amount was recorded as a gain on sale of working interest

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

~~Market~~In ~~Information~~April 2011, the Company sold its remaining 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $20,000. The full amount was recorded as a gain on sale of working interest.

Our common stock is currently quoted on the Pink Sheets, a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the Pink Sheets under the symbol “SNVP.”5

~~The~~In ~~following~~October ~~table~~2011, ~~sets~~the ~~forth~~Company ~~the~~sold ~~range~~a of7.5% ~~high~~interest in its Davis-Cornell oil and ~~low~~gas ~~bid~~lease ~~quotations~~“deep ~~for~~rights” ~~our~~located ~~common~~in ~~stock~~Gonzales County, Texas to Lucas Energy, Inc. for ~~each~~$32,000. ofThe ~~the~~“deep ~~periods~~rights” ~~indicated~~sold asare ~~reported~~unevaluated byoil and gas properties. The Company retained its existing working interests in the ~~OTCBB~~Austin ~~and~~Chalk ~~Pink~~producing ~~Sheets~~formation. ~~These~~During ~~quotations~~the ~~reflect~~three ~~inter-dealer~~months ~~prices,~~ended ~~without~~December ~~retail~~31, ~~mark-up~~2011, ~~mark-down~~the orCompany ~~commission~~recognized ~~and~~a ~~may~~gain ~~not~~of ~~necessarily~~$32,000 ~~represent~~on ~~actual~~sale ~~transactions~~of assets.

Fiscal Year Ending December 31, 2010
Quarter Ended	High $		Low $
December 31, 2010		0.075		0.03
September 30, 2010		0.04		0.02
June 30, 2010		0.02		0.01
March 31, 2010		0.04		0.01

In November 2011, the Company sold a 25% interest in its Davis-Cornell oil and gas lease “shallow rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $15,000. The “shallow rights” sold are unevaluated oil and gas properties. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended December 31, 2011, the Company recognized a gain of $15,000 on sale of assets.

Fiscal Year Ending December 31, 2009
Quarter Ended	High $		Low $
December 31, 2009		0.418		0.065
September 30, 2009		0.53		.0.13
June 30, 2009		0.49		0.0675
March 31, 2009		0.1125		0.065

In December 2011, the Company sold a 50% interest in its Davis-Cornell oil and gas lease “shallow rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $30,000. The “shallow rights” sold are unevaluated oil and gas properties. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended December 31, 2011, the Company recognized a gain of $30,000 on sale of assets.

Fiscal Year Ending December 31, 2008
Quarter Ended	High $		Low $
December 31, 2008		0.50		0.18
September 30, 2008		n/a		n/a
June 30, 2008		n/a		n/a
March 31, 2008		n/a		n/a

During the year ended December 31, 2011, the Company recognized a gain of $213,827 in connection with the sale of working interests.

~~Penny~~During ~~Stock~~the year ended December 31, 2011, the Company incurred development costs on its oil and gas properties totaling $158.

~~The~~Promissory ~~SEC~~Notes has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

~~The~~On ~~broker-dealer~~September ~~also~~24, ~~must provide~~2008, ~~prior~~Plantation toExploration, ~~effecting~~Inc. ~~any~~entered ~~transaction~~into in a ~~penny~~financing ~~stock,~~agreement ~~the~~with ~~customer~~Oil ~~with~~Investment Leases, Inc. (a“OIL”) ~~bid~~for ~~and~~cash ~~offer~~advances ~~quotations~~totaling ~~for~~$290,000. ~~the~~On ~~penny~~January ~~stock;~~27, ~~(b)~~2009 and May 4, 2009, the ~~compensation~~Company ofamended the ~~broker-dealer~~September ~~and~~24, ~~its~~2008 ~~salesperson~~agreement inwith OIL for advance cash payments under the ~~transaction;~~demand ~~(c)~~loan and to assign the ~~number~~debt offrom ~~shares~~Plantation Exploration to ~~which~~Savoy. ~~such~~The ~~bid~~amended ~~and~~agreements ~~ask~~provided ~~prices~~for ~~apply~~total borrowings of $335,000 orand ~~other~~$360,000, ~~comparable~~respectively, ~~information~~due ~~relating~~on todemand. ~~the~~The ~~depth~~interest ~~and~~is ~~liquidity~~payable in-kind at 5,000 shares of common stock of the ~~market~~Company for ~~such~~each ~~stock;~~month ~~and~~the ~~(d)~~debt aremains ~~monthly~~unpaid. ~~account~~During ~~statement~~the ~~showing~~year ended December 31, 2010, the ~~market~~Company made payment reductions totaling $77,500 and issued 7,350,000 shares of common stock with a fair value of ~~each~~$309,600 ~~penny~~based ~~stock~~on ~~held~~the inquoted market value on the ~~customer's~~grant ~~account~~date.

InOn ~~addition~~December 22, 2011, the ~~penny~~outstanding ~~stock~~balance ~~rules~~of ~~require~~advances ~~that~~from ~~prior~~OIL toof a$282,500 ~~transaction~~was insold, atransferred ~~penny~~and ~~stock~~assigned ~~not~~by ~~otherwise~~OIL ~~exempt~~to ~~from~~ASL ~~those~~Energy ~~rules,~~Corp. ~~the~~(“ASL”) ~~broker-dealer~~for ~~must~~the ~~make~~right aof ~~special~~OIL ~~written~~to ~~determination~~receive ~~that~~400,000 ~~the~~common ~~penny~~shares ~~stock~~of is a ~~suitable~~third ~~investment~~party ~~for~~company, ~~the~~in ~~purchaser~~which ~~and~~ASL ~~receive~~holds the ~~purchaser's~~rights ~~written~~to, ~~acknowledgment~~as ofconsideration. ~~the~~As ~~receipt~~ of aDecember ~~risk~~31, ~~disclosure statement~~2011, athe ~~written~~outstanding ~~agreement~~balance asof toadvances ~~transactions~~from ~~involving~~ASL ~~penny~~was ~~stocks~~$282,500 ~~and~~(the a“ASL ~~signed~~OIL ~~and dated copy of a written suitability statement~~Notes”).

7On March 22, 2010, the Company borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature and increased the face amount to $41,500. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $41,500 and any accrued interest was payable or convertible at a price of $0.01 per share.

~~These~~During ~~disclosure~~the ~~requirements~~year ~~may~~ended ~~have~~December ~~the~~31, ~~effect~~2011, an aggregate of ~~reducing~~$17,500 of the ~~trading~~note ~~activity~~was ~~for~~converted ~~our~~into 4,000,000 shares of common stock., ~~Therefore~~leaving a principal balance owed under the note of $24,000 ~~stockholders~~as ~~may~~of ~~have~~December ~~difficulty~~31, ~~selling~~2011, ~~our~~which ~~securities~~amount is in default.

~~Holders~~On March 22, 2010, the Company borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature and increased the face amount to $41,500. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $41,500 and any accrued interest was payable or convertible at a price of ~~Our~~$0.01 ~~Common~~per ~~Stock~~share.

AsDuring ofthe year ended December 31, ~~2010~~2011, wean ~~had~~aggregate 63of $28,~~646~~818 of the note was converted into 7,~~000~~721,130 shares of ~~our~~ common stock, ~~issued~~leaving ~~and~~a ~~outstanding,~~principal ~~held~~balance byowed ~~approximately~~under the note of $12 ~~shareholders~~,182 as of ~~record~~December 31, 2011, which amount is in default.

~~Dividends~~On April 21, 2010, the Company borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest is payable at maturity on December 31, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $40,000 and any accrued interest was payable or convertible at a price of $0.01 per share.

~~The~~On ~~Company~~January ~~has~~12, ~~not~~2011, ~~declared~~the holder converted $10,000 orface ~~paid~~amount of the note into 1,000,000 ~~any~~shares ~~cash~~of ~~dividends~~the ~~since~~Company’s ~~inception~~common ~~and~~stock ~~does~~valued ~~not~~at ~~anticipate~~$14,000, ~~declaring~~based oron ~~paying~~fair amarket ~~cash~~value ~~dividend~~using ~~for~~quoted market prices on the ~~foreseeable~~date ~~future~~of grant. The outstanding principal balance of the convertible promissory note at December 31, 2011 was $30,000, which amount was in default.

Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.6

~~Recent~~On ~~Sales~~October 25, 2010, Asher Enterprises, Inc., an unrelated third party (“Asher”), advanced $63,000 to the Company under the terms of ~~Unregistered~~a ~~Securities~~convertible promissory note. The convertible promissory note bears interest at 8% per annum and matured on July 27, 2011, at which date the $63,000 and any accrued interest was payable. During the year ended December 31, 2011, Asher converted $50,700 of the face amount of the note into 51,531,563 shares of common stock, leaving an outstanding principal balance of $12,300 at December 31, 2011, which amount is in default.

On ~~January~~December 2621, 2010, Asher advanced $32,500 to the Company ~~issued~~under 1the terms of a convertible promissory note. The convertible promissory note bears interest at 8% per annum and matured on September 23,~~000~~ 2011,~~000~~ ~~shares~~at towhich ~~Excelsus~~date ~~Capital~~the ~~Partners~~$32,500 ~~LLC~~and ~~for~~any ~~services~~accrued ~~rendered~~interest was payable. The outstanding principal balance of $32,500 at December 31, 2011, was in default.

On ~~February~~March 17, ~~2010~~2011, Asher advanced $30,000 to the Company ~~issued~~under ~~800,000~~the ~~shares~~terms toof ~~Rio~~a ~~Sterling~~convertible ~~Holdings~~promissory note. The convertible promissory note bears interest at 8% per annum and matured on December 9, ~~LLC for~~2011, ~~repayment~~at ofwhich time the ~~Company's~~$30,000 ~~note~~and any accrued interest was payable. ~~with~~The aoutstanding ~~face~~principal ~~amount~~balance of $1230,~~500~~000 at December 31, 2011, was in default.

On ~~February~~June 122, ~~2010~~2011, Asher advanced $11,000 to creditors of the Company ~~issued~~under ~~800,000~~the ~~shares~~terms toof ~~Barclay~~a ~~Lyons~~convertible promissory note. The convertible promissory note bears interest at 8% per annum and matures on March 26, ~~LLC for~~2012,at ~~repayment~~which oftime the ~~Company's~~$11,000 ~~note~~and ~~payable~~any ~~with~~accrued ainterest ~~face~~is ~~amount~~payable. A total of $1211,~~500~~000 was due under the note at December 31, 2011, which amount is currently in default.

OnThe ~~February~~Company 1,evaluated ~~2010,~~the terms of the ~~Company~~convertible ~~issued~~promissory ~~1,250,000~~notes ~~shares~~under toFASB ~~Tombstone~~ASC ~~Capital,~~815-40 ~~LLC~~ for ~~repayment~~derivative oftreatment and determined that the ~~Company's~~conversion ~~note~~options ~~payable~~are ~~with~~required ato ~~face~~be ~~amount~~treated ofas ~~$12,500~~a derivative.

On ~~March~~August 423, ~~2010~~2011, Asher advanced $14,000 to creditors of the Company ~~issued~~and 10$500 to the Company under the terms of a convertible promissory note,~~000~~ which note bears interest at 8% per annum. The loan is unsecured and the principal and accrued and unpaid interest is payable at maturity on May 25,~~000~~ ~~shares~~2012. toThe ~~Arthur~~Company ~~Bertagnolli~~used inthe ~~exchange~~proceeds for ~~services~~working ~~rendered~~capital. The outstanding balance of this note as of December 31, 2011 was $14,500.

OnThe ~~March~~convertible 4promissory notes (as amended in connection with the October 2010, December 2010 and March 2011 notes and as originally agreed to in connection with the June 2011 and August 2011 notes), have a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 50% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note that can be converted at any time is limited to the number of authorized shares of the Company less the amount of issued ~~2,000,000~~and outstanding shares immediately prior to ~~Excelsus~~the ~~Capital~~conversion. ~~Partners~~The Company is required at all times to have authorized and reserved shares equal to between three and five times the number of shares that are actually issuable upon full conversion of the convertible promissory notes. The convertible promissory notes also include a provision limiting Asher’s ability to convert any of the notes into shares of the Company’s common stock if upon such conversion Asher would hold more than 4.99% of the Company’s outstanding shares of common stock, ~~LLC~~provided ~~for~~that ~~services~~Asher ~~rendered~~can waive such conversion limitation with at least 61 days’ notice to the Company.

OnIn ~~March~~November 42009, ~~2010,~~ the Company ~~issued~~sold ~~3,000,000~~its ~~shares~~working tointerest ~~Excelsus~~in ~~Consulting~~the Zavadil well and 50% of its working interest in the Rozella Kiefer well. This constituted a significant sale of assets and as such rendered the notes in default. As a result of the default, ~~LLC~~no demand for ~~services~~repayment ~~rendered~~has been made; however, the lender can exercise its conversion rights.

On September 9, 2011, we entered into a Promissory Note in the amount of $96,499 with Arthur Bertagnolli, the Chief Executive Officer and Director of the Company to evidence amounts previously owed to Mr. Bertagnolli (the “Bertagnolli Note”). The Bertagnolli Note bears interest at the rate of 8% per annum and is payable on demand. Any amounts not paid when due bear interest at the rate of 15% per annum until paid in full. During the year ended December 31, 2011, the Company made repayments totaling $20,000. During the three months ended March 431, ~~2010~~2012, the Company ~~issued~~expensed ~~500~~an additional $45,000 ~~shares~~of officer’s salary to ~~Robert~~Bertagnolli, L.reclassed B.$45,000 ~~Diener~~from accrued officer’s salary and increased the Bertagnolli Note by $90,000. ~~Attorney~~The atresulting ~~Law~~amount ~~for~~owed ~~services~~to ~~rendered~~Mr. Bertagnolli by the Company was $166,499.

~~On March 18, 2010, the Company issued 1,500,000 shares to Rio Sterling Holdings, LLC for repayment for Company's note payable with a face amount of $10,000.~~7

OnAdditionally, ~~March~~on 18September 9, ~~2010~~2011, the Company ~~issued~~entered 1into a Management Services Agreement with ASL Energy Corp. (““ASL” and the “Management Agreement”),~~500~~ pursuant to which ASL agreed to provide the Company oil and gas related management and consulting services. The Management Agreement has a term of 90 days and automatically renews thereafter on a month-to-month basis unless terminated by either party with 30 days prior written notice. We agreed to pay ASL a one-time signing bonus of $100,000 ~~shares~~pursuant to ~~Barclay~~the ~~Lyons~~terms of the Management Agreement (the “Bonus”), ~~LLC for~~due ~~repayment~~ at the time the parties entered into the agreement; that ASL would earn an additional $100,000 bonus in the event that (a) the Company adopted an asset purchase agreement, share exchange agreement, plan of merger or consolidation, pursuant to which the Company’s shareholders held less than 50% of the voting stock of the resulting entity post transaction, (b) the Board of Directors’ approved the sale of substantially all of the assets of the Company, or (c) voting control of the Company was acquired by any person other than the current control person of the Company ((a) through (c), a “Restructuring”); that ASL would be paid a bonus of $0.20 for every $1.00 of reduction of liabilities (including contingent liabilities) of the Company' that ASL is able to affect during the term of the Management Agreement; and to issue ASL 1% of the Company’s ~~note~~fully-diluted ~~payable~~shares of common stock following any Restructuring. The Company also agreed to indemnify ASL against any liability it may have in connection with athe ~~face~~services ~~amount~~rendered by ASL pursuant to the Management Agreement or the Company in general and to pay ASL liquidated damages of $1050,000 in addition to such indemnification, in the event that ASL becomes party to any claim as a result of the services provided under the Management Agreement or the Company in general.

OnThe ~~April~~Company also entered into a Convertible Promissory Note in favor of ASL in the amount of $105,000, which evidenced the Bonus and $5,000 of expenses previously incurred by ASL in contemplation of the Management Agreement (the “Convertible Note”). The Convertible Note is payable on demand, accrues interest at the rate of 8% per annum (15% in the event of a default) and is convertible, ~~2010~~together with accrued and unpaid interest thereon, at the option of ASL, into shares of the Company’s ~~issued~~common 1stock at a conversion price of $0.002 per share. The Convertible Note includes a provision which prohibits ASL from converting the Convertible Note into shares of the Company’s stock if ASL would own more than 4.99% of the Company’s common stock following such conversion,~~500~~ subject to ASL’s ability to waive such limitation with 61 days prior written notice to the Company. In the event the Company desires to repay the Convertible Note,~~000~~ ~~shares~~it is required to ~~Rio~~provide ~~Sterling~~ASL ~~Holdings~~at least 30 days prior written notice. Any amounts owed under the Management Agreement which are not paid within thirty (30) days of the date they are due as provided therein are automatically added to the principal amount of the Convertible Note. Effective November 28, ~~LLC for~~2011, ~~repayment for~~the Company's agreed to amend the aforementioned note ~~payable~~to ~~with~~increase athe ~~face~~principal amount to $109,750 (which was the outstanding principal balance of the promissory note at December 31, 2011) . Subsequent to December 31, 2011, the principal amount of the note was decreased to $1089,~~000~~270 as a result of the April 2012 conversion by ASL of $15,730 of the amount owed under the note into 7,864,865 shares of the Company’s common stock.

OnIn ~~April~~connection 26with ~~and~~the ~~May~~Company’s ~~26,~~entry ~~2010,~~into the Convertible Note the Company ~~issued~~entered ~~shares~~into toa ~~the~~Security ~~following~~Agreement ~~for~~with ~~services~~ASL ~~rendered: Joseph~~and ~~Laterza—2,000,000~~provided ~~shares;~~ASL IRa ~~Pro~~first ~~2.0—300,000~~priority ~~shares~~security ~~and~~interest ~~John~~in ~~Vise—50,000~~all ~~shares~~of the Company’s assets to secure the repayment of the Convertible Note.

OnIn ~~May~~March 262012, ~~2010~~Mr. Bertagnolli sold all of his right to $135,000 of the ~~Company~~Bertagnolli ~~issued~~Note andescribed ~~aggregate~~above (retaining rights to $30,000 of 1the note) to CareBourn Partners,~~700~~ LLC (“CareBourn”) in a private transaction,~~000~~ ~~shares~~ASL sold all rights it had to the ~~Company’s~~ASL ~~outside~~OIL ~~directors~~Notes ~~for~~described ~~services~~above ~~rendered~~to CareBourn in a private transaction and ASL sold all rights it had to the $65,000 of the amount remaining under the Convertible Note described above in the original principal amount of $105,000 (retaining $24,270 of the amount owed under the note) to CareBourn in a private transaction.

OnSeries ~~May~~A ~~26,~~Preferred ~~2010,~~Stock ~~the Company issued 500,000 shares to Robert L. B. Diener, Attorney at Law for services rendered.~~

8Effective December 5, 2011, the Board of Directors approved the filing of a Certificate of Designations establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation” and the “Series A Preferred Stock”).

OnThe Designation allows the Board of Directors in its sole discretion to issue up to 1,000 shares of Series A Preferred Stock, which Series A Preferred Stock Shares were issued Mr. Bertagnolli on December 155, ~~2010~~2011, which have the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote. The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued 1or outstanding in the future (the “Super Majority Voting Rights”). Additionally,~~500~~ the Company cannot adopt any amendments to the Company’s Bylaws,~~000~~ Articles of Incorporation, as amended, make any changes to the Designation, 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 ~~Excelsus~~such ~~Capital~~Certificate ~~Partners~~of Designations that do not, ~~LLC~~individually ~~for~~or ~~services~~in ~~rendered~~the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

OnAs ~~December~~a ~~31,~~result ~~2010~~of the issuance of the Series A Preferred Stock Shares to Mr. Bertagnolli, Mr. Bertagnolli obtained voting rights over the Company’s ~~issued~~outstanding 1voting stock on December 5,~~850~~ 2011,~~000~~ ~~common~~which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Bertagnolli will exercise majority 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 ~~exchange~~control. The interests of Mr. Bertagnolli may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for ~~services~~shareholders ~~rendered~~to remove Mr. Bertagnolli as an officer or Director of the Company due to the Super Majority Voting Rights.

~~On December 31, 2010, the Company issued 600,000 common shares to IR Pro 2.0 for consulting services rendered.~~8

OnItem ~~January~~1A. ~~19,~~Risk ~~2011, the Company issued 2,000,000 shares to Rio Sterling Holdings, LLC as partial consideration for an extension of its loan with the Company~~Factors.

OnInvesting ~~January~~in ~~19,~~our ~~2011,~~common stock involves a high degree of risk. You should consider the ~~Company~~following ~~issued~~risk 1factors,~~000~~ as well as other information contained or incorporated by reference in this report,~~000~~ ~~shares~~before deciding to ~~Barclay~~invest ~~Lyons,~~in ~~LLC~~our ascommon ~~partial~~stock. ~~consideration~~The ~~for~~following factors affect our business and the industry in which we operate. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known or which we currently consider immaterial may also have an ~~extension~~adverse effect on our business. If any of ~~its~~the ~~loan~~matters ~~with~~discussed in the ~~Company~~following risk factors were to occur, our business, financial condition, results of operations, cash flows, or prospects could be materially adversely affected, the market price of our common stock could decline and you could lose all or part of your investment.

OnGENERAL ~~February~~RISKS 2,RELATING ~~2011,~~TO ~~the~~OUR ~~Company issued 700,000 shares to IR Pro 2.0, Inc. as consideration for services rendered.~~COMPANY

~~Securities~~Our ~~Authorized~~auditors ~~for~~have ~~Issuance~~raised ~~under~~substantial ~~Equity~~doubts ~~Compensation~~as ~~Plans~~to our ability to continue as a going concern.

Our financial statements have been prepared assuming we will continue as a going concern. We generate only minimal revenues and we continue to experience operating losses. As of December 31, 2011 we have a working capital deficit of $1,092,042 and an accumulated deficit of $3,168,077. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not ~~have~~include any ~~equity~~adjustments ~~compensation~~that ~~plans~~might result from the outcome of this uncertainty. We anticipate that we will continue to incur substantial losses in future periods. There are no assurances that we will be able to increase our revenues and cash flow to a level which supports profitable operations and provides sufficient funds to pay our obligations. If we are unable to meet those obligations, we could be forced to cease operations in which event investors would lose their entire investment in our company.

~~Item~~It 6is uncertain when we will have sufficient cash on hand, operating income or cash flow from operations sufficient to sustain our operations. ~~Selected~~ ~~Financial~~We ~~Data~~may be forced to file for bankruptcy protection and/or to cease filing reports with the SEC in the future. Alternatively, we may undertake a merger or combination transaction in the future.

AAs ~~smaller~~of ~~reporting~~March ~~company~~31, 2012, our cash balance was approximately $167. For the past several years we have been funded by way of loans received from related parties and unrelated third parties, which totaled approximately $865,736 as of December 31, 2011, the majority of which was in default. We have to generate more revenues and/or funding to avoid running out of cash and to pay our outstanding liabilities. Furthermore, operations will require additional funding. If financing is ~~not~~available, ~~required~~it may involve issuing securities senior to ~~provide~~our common stock or equity financings, which are dilutive to holders of our common stock. In the event the Company is unable to raise additional funds moving forward, the Company could be forced to abandon its current business activities, sell a substantial portion of its assets and/or the Company could be forced to seek bankruptcy protection. As a result of the above, the Company has recently retained a bankruptcy attorney to advise the Company regarding its rights in bankruptcy and its potential filing for bankruptcy protection. In addition, the Company may file a Form 15 with the Securities and Exchange Commission which would result in the suspension of the Company’s filing obligations with the SEC and the Company ceasing to make periodic and current report filings with the SEC. As a result, there may not be publicly available information ~~required~~regarding bythe ~~this~~Company, ~~Item~~its operations and results of operations moving forward, and the Company’s securities may be ineligible to be sold pursuant to Rule 144, which could cause the value of the Company’s securities to decline in value or become worthless. In the event that the Company were to cease its business operations or file for bankruptcy protection, the Company would likely cease its filings with the Securities and Exchange Commission, the Company’s stock would likely trade on the OTC Pinks market and would likely have less liquidity on such market and any investment in the Company would likely become worthless.

~~Item~~In 7addition to potentially ceasing its filings with the Securities and Exchange Commission and/or seeking bankruptcy protection, the Company is also considering potential acquisition or merger opportunities. ~~Management’s~~ ~~Discussion~~If we enter into a merger and/or ~~Analysis~~acquisition with a separate company or companies in the future, it may result in our business focus or majority shareholders changing and substantial numbers of ~~Financial~~new ~~Condition~~shares of common or preferred stock being 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 ~~Results~~replace our current management. The new management will likely change our business focus or our business focus could be changed in connection with the transaction 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 transaction, 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 ~~Operations~~our common stock to decline or become worthless. As described below, due to the issuance of the Series A Preferred Stock, Mr. Bertagnolli, voting alone, has the right to approve a merger, acquisition or the sale of all of our assets and operations without the need for further shareholder approval.

~~Forward-Looking~~We ~~Statements~~owe approximately $865,736 to third parties and related parties, which funds we do not currently have, the repayment of which certain of the debt is secured by a security interest over substantially all of our assets.

~~Certain~~As ~~statements,~~of ~~other~~December ~~than~~31, ~~purely~~2011 ~~historical~~we ~~information,~~owed ~~including~~approximately ~~estimates~~$865,736 ~~projections, statements relating~~ to ~~our~~various ~~business~~third ~~plans,~~parties ~~objectives,~~ and ~~expected~~related ~~operating~~parties. ~~results,~~A ~~and~~portion ~~the~~of ~~assumptions~~this ~~upon~~debt ~~which~~is ~~those~~secured ~~statements~~by ~~are~~a ~~based,~~security ~~are~~interest ~~“forward-looking~~in ~~statements”~~substantially ~~within~~all ~~the meaning~~ of ~~the~~our ~~Private~~assets. ~~Securities~~As ~~Litigation Reform Act of 1995~~such, ~~Section~~Savoy ~~27A~~will ofneed ~~the~~to ~~Securities~~raise ~~Act~~or ofgenerate ~~1933~~additional ~~and~~funding ~~Section~~in ~~21E of~~ the ~~Securities~~future ~~Exchange~~to ~~Act~~repay ~~of 1934. These forward-looking statements generally are identified by~~ the ~~words~~approximately ~~“believes~~$865,”736 ~~“project,”~~due ~~“expects,”~~to ~~“anticipates,”~~third ~~“estimates,”~~parties ~~“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,”~~ and ~~similar~~related ~~expressions~~parties. WeIf ~~intend~~Savoy ~~such~~is ~~forward-looking~~unable ~~statements~~ to beraise ~~covered~~or bygenerate ~~the~~sufficient ~~safe-harbor~~funding ~~provisions~~to ~~for~~repay ~~forward-looking statements contained in~~ the ~~Private~~amount ~~Securities Litigation Reform Act of 1995~~due, ~~and~~or ~~are~~Savoy ~~including~~is ~~this~~deemed ~~statement~~in ~~for~~default ~~purposes~~ of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the ~~forward-looking~~notes ~~statements. Our ability to predict results or~~ (the ~~actual~~majority ~~effect~~ of ~~future plans or strategies is inherently uncertain. Factors~~ which ~~could~~notes ~~have~~area aalready ~~material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes~~ in ~~economic conditions~~default), ~~legislative/regulatory~~certain ~~changes, availability~~ of ~~capital,~~the ~~interest~~debt ~~rates,~~holders ~~competition,~~have ~~and~~the ~~generally~~right ~~accepted~~to ~~accounting~~enforce ~~principles.~~their ~~These~~security ~~risks~~interests and ~~uncertainties~~take ~~should~~control ~~also~~of besubstantially ~~considered~~all inof ~~evaluating~~Savoy's ~~forward-looking~~assets ~~statements~~ and ~~undue~~Savoy ~~reliance~~could ~~should not~~ be ~~placed~~forced ~~on such statements. We undertake no obligation~~ to ~~update~~curtail or ~~revise~~abandon ~~publicly~~its ~~any~~business ~~forward-looking statements~~plan, ~~whether~~which ~~as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that~~ could ~~materially~~cause ~~affect~~any ~~our~~investment ~~financial results, is included herein and~~ in ~~our~~Savoy ~~other~~to ~~filings~~become ~~with the SEC~~worthless. .

~~Plan of Operation~~9

~~Overview~~We may not be able to operate profitably in the near future, if at all.

We ~~are~~will inface all of the ~~business~~challenges of ~~re-entering~~a smaller microcap oil and natural gas company that operates in a highly competitive industry, ~~re-completing~~including but not limited to: locating, ~~extracting~~acquiring and successfully developing oil and gas properties; raising financing to fund our capital expenditure program; attracting, engaging and ~~selling~~retaining ~~oil~~the ~~from~~services ~~previously~~of ~~undeveloped~~qualified management, technical and ~~drilled~~support ~~wells~~personnel; inestablishing ~~the~~budgets ~~United~~and ~~States.~~maintaining ~~Our~~internal ~~plan~~operating policies and procedures; and the design and implementation of ~~operations~~effective isfinancial and disclosure controls to ~~economically~~meet ~~extract~~public company statutory compliance requirements. We can provide no assurance that we will achieve a ~~significant~~level ~~amount~~of profitability that will provide a return on invested capital or that will result in an increase in the market value of our securities. Accordingly, we are subject to the risk that, because of these factors and other general business risks noted throughout these “~~left-behind~~Risk Factors,” ~~oil~~we ~~from~~may, ~~previously~~in ~~drilled~~particular, ~~sites~~not be able to profitably execute our plan of operation.

WeShareholders ~~currently~~may ~~hold~~be ~~leases~~diluted onsignificantly orthrough ~~are~~our ~~producing~~efforts ~~oil~~to ~~from~~obtain ~~the~~financing, ~~following~~satisfy ~~unproven~~obligations and/or ~~proven~~complete ~~developed~~acquisitions ~~and~~through ~~undeveloped~~the ~~wells:~~issuance aof ~~25.75%~~additional ~~working~~shares ~~interest~~of inour ~~Rozella~~common ~~Kifer~~stock ~~No.~~or 1,other ~~and a 2~~securities.~~75%~~ ~~working interest in the Glass 59 #2 well. We do not operate these wells.~~

9We have no committed source of financing. We may seek to use non-cash consideration to satisfy our obligations, including restricted shares of our common stock or other securities. Additionally, we may make acquisitions using our common stock or other securities as a means of payment for such acquisitions. Our Board of Directors has the authority, without action or vote of our shareholders (other than, where applicable, the approval of the holders of our preferred stock shareholders), to issue all or part of our 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 our common stock.

~~Our~~We ~~strategy~~will isneed toadditional ~~acquire~~capital ~~interests~~to inconduct ~~existing~~our ~~low~~operations ~~maintenance~~and ~~producing~~fund ~~wells.~~our ~~Large~~business ~~oil~~and ~~companies~~our ~~with~~ability ~~high overhead costs require high production rates for wells~~ to beobtain ~~economically~~the ~~viable.~~necessary ~~Our~~funding ~~small~~is ~~size and lower overhead allows profitably extraction of oil at low production rates~~uncertain.

~~Developments~~We will need to raise additional funds through public or private debt or equity financing or other various means to fund our business or operations. Adequate funds may not be available when needed or may not be available on favorable terms. If we need to raise additional funds in ~~Expansion~~the future by issuing equity securities, dilution to existing stockholders will result, and such securities may have rights, preferences and privileges senior to those of ~~Wells~~our common stock. We may be unable to raise additional funds by issuing debt securities due to our high leverage and due to restrictive covenants contained in our senior debt, which may restrict our ability to expend or raise capital in the future. If outside funding is unavailable and we are unable to generate sufficient revenue from new business arrangements, we will be unable to continue in our current form and will be forced to restructure or seek creditor protection. If this were to happen, our results of operations and the value of our securities would be adversely affected.

OnInvestors ~~March~~Face ~~31,~~A ~~2010,~~Risk ~~the~~That The Company ~~secured~~Will aEnter ~~2.75%~~Into ~~working~~A ~~interest~~Transaction inThat ~~the~~Results ~~Glass~~In 59Substantial #2Dilution ~~well~~To inOur ~~Sterling~~Existing ~~County,~~Shareholders ~~Texas~~And/or ~~that~~A isNew ~~operated~~Operating byBusiness ~~Bright~~Of &The Company. ~~During~~In ~~the~~The ~~nine months ended September 30, 2010, the Company made payments totaling $24,891 for drilling and completion costs~~Future.

In ~~June~~the ~~2010,~~future ~~the~~our ~~Company~~management ~~acquired~~may ~~the~~determine ~~Davis-Cornell~~that ~~oil~~it ~~and~~is ~~gas~~in ~~lease~~our ~~for~~best ~~$28,900. The~~interests ~~lease~~to ~~acreage~~enter isinto ~~located~~an inacquisition ~~Gonzales~~or ~~County,~~merger ~~Texas~~transaction with separate companies or individuals, ~~and~~which ismay ~~comprised~~result ofin ~~144~~our ~~acres. The~~majority ~~Company~~shareholders ~~acquired~~changing aand/or ~~75%~~substantial ~~undivided~~numbers ~~working~~of ~~interest~~new inshares ~~the~~of ~~unproven~~common ~~reserves~~or preferred stock being issued, ~~and~~resulting ~~the~~in ~~sellers~~substantial ~~retained~~dilution ato ~~25%~~our ~~undivided~~then ~~working~~current ~~interest~~shareholders. InAdditionally, ~~July~~any ~~2010,~~acquisition ~~the~~or ~~Company~~merger ~~sold~~transaction will likely result in a ~~92.5%~~change ~~undivided~~of ~~interest~~our inbusiness ~~its~~focus ~~Eagle~~and ~~Ford~~we ~~formation~~can ~~“deep~~make ~~rights”~~no ~~located~~assurances inthat ~~Gonzales~~our ~~County,~~management ~~Texas~~will be able to ~~Lucas~~properly ~~Energy,~~manage ~~Inc.~~our ~~for~~direction ~~$123,228. The~~or ~~“deep~~that ~~rights”~~such ~~sold~~change ~~are~~in ~~unevaluated~~business ~~oil~~focus ~~and~~will ~~gas~~be ~~properties~~successful. ~~The~~If ~~Company~~we ~~retained~~do ~~its~~enter ~~existing~~into ~~working~~a ~~interests~~merger or acquisition transaction in the ~~Austin~~future, ~~Chalk~~and ~~producing~~our ~~formation.~~management ~~During~~fails ~~the~~to ~~three~~properly ~~months~~manage ~~ended~~and ~~September~~direct ~~30,~~our ~~2010~~operations, ~~the~~we ~~Company~~may ~~recognized~~be aforced ~~gain~~to ofscale ~~$94~~back or abandon our operations,~~381~~ onwhich ~~sale~~will cause the value of ~~assets~~our common stock to decline or become worthless. We have not entered into any acquisition or merger transactions to date.

~~During~~We ~~the~~have ~~year~~a ~~ended~~limited ~~December~~operating 31history, ~~2010,~~which ~~the~~makes ~~Company~~it ~~incurred~~difficult ~~development~~to ~~costs~~evaluate onour ~~its~~business ~~oil and gas properties totaling $40,043~~performance.

~~During~~Because ~~June~~we ~~2010,~~have ~~the Company entered into an option agreement with~~ a ~~shareholder~~limited ~~and~~operating ~~working~~history, ~~interest~~there ~~participant~~is inlittle ~~certain~~historical ~~oil~~financial ~~and~~data ~~gas~~upon ~~properties~~which ~~located in Gonzales County, Texas~~ to ~~allow~~evaluate ~~the~~our ~~shareholder~~business ~~to put their interest in the properties to the Company~~performance. ~~Pursuant~~ toYou ~~the~~should ~~option~~consider ~~agreement, Savoy agreed to issue 2,640,000 shares of common stock to~~ the ~~shareholder (which have not yet been issued as of the date of this report)~~risks, ~~together with future monthly payments of $5~~uncertainties,~~000~~ ~~per~~expenses ~~month to the shareholder until the holding period lapses~~ and ~~the~~difficulties ~~restrictive~~frequently ~~legend~~encountered ~~can~~by becompanies ~~removed~~in ~~from~~their ~~the~~early ~~face~~stages of ~~the share certificate. Upon the restriction removal~~development, ~~the~~particularly ~~monthly~~companies ~~payment~~with ~~will~~limited ~~cease~~capital ~~and the shareholder has the option to assign their interest~~ in ~~the~~a ~~oil~~rapidly ~~and~~evolving ~~gas properties to Savoy~~market. ~~The~~ ~~2,640,000~~These ~~shares~~risks ofand ~~common~~difficulties ~~stock~~include ~~granted~~our ability to ~~the~~meet ~~shareholder~~our ~~were~~debt ~~valued~~service ~~at $52,800, based on fair market value using quoted market prices on the date of grant~~ and ~~was recorded as a return of~~ capital ~~to the shareholder~~obligations. ~~During~~Our ~~the~~business ~~year~~strategy ~~ended~~may ~~December~~not ~~31,~~be ~~2010,~~successful ~~the~~or ~~Company~~may ~~paid~~not ~~$35,000~~successfully toaddress ~~the~~any ~~shareholder~~of ~~under~~these ~~the~~risks ~~agreement~~or ~~which~~difficulties ~~was~~and ~~recorded~~we asmay anot ~~return~~be ofable ~~capital~~ to ~~the~~generate ~~shareholder~~future revenues.

In May 2010, the Company sold certain overriding royalty interests to Lucas Energy, Inc. for $92,568. The overriding royalty interests are associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $92,568 were recognized as a gain on sale of assets. During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $92,558 recognized in the three months ended June 30, 2010 and determined that a gain of $68,902 was the gain on sale of assets. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.10

InCertain ~~June 2010, the Company sold a 92~~U.5%S. ~~undivided~~federal ~~interest~~income intax ~~its~~deductions ~~Eagle~~currently ~~Ford~~available ~~formation~~with ~~“deep~~respect ~~rights” located in Gonzales County, Texas~~ to ~~Lucas Energy, Inc. for $140,752. The “deep rights” sold are unevaluated~~ oil and gas ~~properties~~exploration ~~associated~~and ~~with~~development ~~the~~may ~~Company’s~~be ~~producing~~eliminated wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $140,752 were recognized as a ~~gain~~result ~~on sale~~ of ~~assets.~~future During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $140,752 recognized in the three months ended June 30, 2010 and determined that a gain of $104,104 was the gain on sale of assetslegislation. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.

InThe ~~September~~current ~~2010~~administration has proposed legislation that would, if enacted into law, make significant changes to United States tax laws, including the ~~Company~~elimination ~~sold~~of ~~its~~certain 51key U.5%S. ~~working~~federal income tax incentives currently available to oil and ~~revenue~~natural ~~interest~~gas exploration and ~~the~~production ~~support~~companies. ~~equipment~~These onproposed ~~the~~changes ~~Ali-O~~include, ~~No.~~but are not limited to: (1) ~~well~~the inrepeal ~~Gonzales~~of ~~County,~~the ~~Texas~~percentage todepletion ~~Lucas~~allowance ~~Energy~~for oil and natural gas properties, ~~Inc.~~(2) the elimination of current deductions for ~~cash~~intangible ~~proceeds~~drilling and development costs, (3) the elimination of ~~$52~~the deduction for certain domestic production activities,~~500~~ and ~~forgiveness~~(4) ofan ~~payables~~extension inof the ~~amount~~amortization ofperiod ~~$10,327~~for certain geological and geophysical expenditures. ~~The~~It ~~proceeds~~is ~~associated~~unclear ~~with~~whether any such changes will be enacted into law or how soon any such changes could become effective in the ~~support~~event ~~equipment~~they ~~and~~were ~~forgiveness~~enacted ofinto ~~payable~~law. ~~totaling~~The ~~$42,877~~passage ~~was~~of ~~recorded~~any legislation as a ~~gain~~result onof ~~sale~~these ofproposals ~~assets~~or any other changes in U.S. ~~The~~federal ~~proceeds~~income ~~associated~~tax laws could eliminate certain tax deductions that are currently available with ~~working~~respect to oil and ~~revenue~~gas ~~interest~~exploration ~~totaling~~and ~~$19,950~~development ~~were~~activities ~~accounted~~undertaken ~~for~~by asthe aCompany, ~~reduction~~and ofany ~~capitalized~~such ~~costs,~~changes ~~with~~could nonegatively ~~gain~~affect orour ~~loss~~financial ~~recognized~~condition and results of operations.

10The Success Of The Company Depends Heavily On Arthur Bertagnolli, our sole officer and Director.

InThe ~~February~~success ~~2011,~~of the Company ~~sold~~will ~~its~~depend ~~52.5%~~on ~~working~~the ~~and~~ability ~~revenue~~of ~~interest~~Arthur Bertagnolli, our sole officer and ~~the~~Director. ~~support~~The ~~equipment~~loss of Mr. Bertagnolli will have a material adverse effect on the ~~Zavadil~~business, ~~No.~~results 1of ~~well~~operations inand ~~Gonzales~~financial ~~County~~condition of the Company. In addition, ~~Texas~~the loss of Mr. Bertagnolli may force the Company to ~~Lucas~~seek ~~Energy~~a replacement who may have less experience, ~~Inc.~~fewer ~~for~~contacts, ~~cash~~or ~~proceeds~~less understanding of ~~$65~~the business. Further,~~000~~ we may not be able to find a suitable replacement for Mr. Bertagnolli, which could force the Company to curtail its operations and/or ~~forgiveness~~cause ofany ~~payables~~investment in the ~~amount~~Company ofto ~~$25,080~~become worthless. ~~The~~On ~~proceeds~~July ~~associated~~27, 2010, the Company entered into an Employment Agreement with Mr. Bertagnolli to serve as the ~~support~~Company’s ~~equipment~~President and ~~forgiveness~~Chief ofExecutive ~~payable~~Officer. ~~totaling~~The ~~$79~~Agreement,~~219~~ ~~was~~which ~~recorded~~replaces asand supersedes a ~~gain~~prior onEmployment ~~sale~~Agreement, is effective as of ~~assets.~~June ~~The~~1, ~~proceeds~~2010, ~~associated~~has ~~with~~a ~~working~~term of two (2) years from the effective date and ~~revenue~~is ~~interest~~automatically ~~totaling~~renewed ~~$10~~for additional terms of one year each thereafter,~~861~~ ~~were~~which ~~accounted~~employment agreement has automatically renewed for asthe period from June 1, 2012 to June 1, 2013. It provides for a ~~reduction~~base salary of ~~capitalized costs~~$15,000 per month together with nocertain ~~gain~~perquisites orand ~~loss~~annual ~~recognized~~grants of employee stock options at the discretion of the Company’s board of directors. A copy of the Agreement is attached as Exhibit 10.1 to the Company’s Form 8-K/A Current Report filed on August 16, 2010.

InArthur ~~March~~Bertagnolli ~~2011,~~Exercises ~~the~~Majority ~~Company~~Voting ~~sold~~Control ~~25.75%~~Over ~~working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $37,100.~~ The ~~proceeds~~Company ~~associated~~And ~~with~~Therefore ~~the~~Will ~~support~~Exercise ~~equipment~~Control ~~totaling~~Over ~~$13,809~~Corporate ~~was~~Decisions ~~recorded~~Including ~~as a gain on sale of assets.~~ The ~~proceeds~~Appointment ~~associated~~Of ~~with~~New ~~working and revenue interest totaling $23,291 were accounted for as a reduction of capitalized costs, with no gain or loss recognized~~Directors.

~~Results~~Arthur Bertagnolli can vote 1,000 shares of ~~Operations~~our outstanding Series A Preferred Stock. The Series A Preferred Stock, voting separately as a class is entitled to vote in aggregate, on all shareholders matters, 51% of the total vote on such shareholder matters, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future (the “Super Majority Voting Rights”). Mr. Bertagnolli therefore exercises 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 investor who purchases shares in the Company will be a minority shareholder 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 Mr. Bertagnolli from the ~~Fiscal~~Board ~~Years~~of ~~ended~~Directors, ~~December~~which 31will mean Mr. Bertagnolli will have significant say in determining who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, ~~2010~~you should keep in mind that even if you own shares of the Company's common stock and ~~December~~wish 31to vote them at annual or special shareholder meetings, ~~2009~~your shares will likely have little effect on the outcome of corporate decisions.

~~Revenues.~~Because ~~Our~~our ~~total~~common ~~revenue~~stock ~~reported~~is ~~for~~considered a “penny stock,” certain rules may impede the ~~fiscal~~development ~~year~~of ~~ended~~increased ~~December~~trading ~~31,~~activity ~~2010~~and ~~was~~could ~~$56,461,~~affect anthe ~~increase~~liquidity ~~from~~for ~~$35~~stockholders. “penny stock,~~885~~” ~~for~~certain rules may impede the ~~fiscal~~development ~~year~~of ~~ended~~increased ~~December~~trading ~~31,~~activity ~~2009~~and could affect the liquidity for stockholders.

~~Lease~~Our ~~Operating~~common ~~Expenses~~stock is subject to the SEC “penny stock rules. ~~Our~~” ~~revenues~~These ~~are~~rules ~~offset~~impose byadditional ~~our~~sales ~~lease~~practice ~~operating~~requirements ~~expenses~~on ~~related~~broker-dealers who sell penny stock securities to ~~our~~persons ~~wells~~other than established customers and accredited investors. ~~The~~ ~~lease~~For ~~operating~~transactions ~~expenses~~covered by these rules, the broker-dealer must make a special suitability determination for the ~~fiscal~~purchase ~~year~~of ~~ended~~penny ~~December~~stock 31securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, ~~2010~~for ~~were~~any ~~$37~~transaction involving a penny stock,~~403~~ ~~compared~~unless exempt, the “penny stock rules” require the delivery, prior to $8the transaction,~~068~~ of a disclosure schedule relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the ~~year~~securities, ~~ended~~and, ~~December~~monthly 31statements must be sent disclosing recent price information on the limited market in penny stocks. These rules may restrict the ability of broker-dealers to sell our securities and may have the effect of reducing the level of trading activity of our common stock in the secondary market. In addition, ~~2009~~the penny-stock rules could have an adverse effect on our ability to raise capital in the future from offerings of our common stock. On July 7, 2005, the SEC approved amendments to the penny stock rules. The amendments provide that broker-dealers are required to enhance their disclosure schedule to investors who purchase penny stocks, and that those investors have an explicit “cooling-off period” to rescind the transaction. These amendments could place further constraints on broker-dealers’ ability to sell our securities.

Depletion, Depreciation, Amortization and Impairment. Depletion, depreciation, amortization and impairment expense for the fiscal year ended December 31, 2010 was $2,763 compared to $650,813 for the year ended December 31, 2009.11

~~General~~Because ~~and~~We ~~Administrative~~Are ~~Expense. General~~Not ~~and~~Subject ~~Administrative~~To ~~Expense~~Compliance ~~for~~With ~~the~~Rules ~~fiscal~~Requiring ~~year~~The ~~ended~~Adoption ~~December~~Of ~~31,~~Certain ~~2010~~Corporate ~~was~~Governance $1Measures,~~252,698~~ ~~compared~~Our toStockholders ~~$847,047~~Have ~~for~~Limited ~~the~~Protections ~~fiscal~~Against ~~year~~Interested ~~ended~~Director ~~December 31~~Transactions, ~~2009. The~~Conflicts ~~increase~~Of inInterest ~~general~~And ~~and~~Similar administrative expense includes the recognition of stock compensation expense and certain non-cash expenses relating to the recognition of stock issued for services during the fiscal year ended December 31, 2010Matters.

~~Other~~The ~~Income~~Sarbanes-Oxley ~~(Expenses).~~Act Weof ~~recorded~~2002, ~~interest~~as ~~income~~well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of ~~$11~~Sarbanes-Oxley,~~385~~ ~~for~~require the ~~fiscal~~implementation ~~year~~of ~~ended~~various ~~December~~measures 31relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, ~~2010~~we have not yet adopted these measures. Because our Directors are not independent directors, ~~compared~~we do not currently have independent audit or compensation committees. As a result, our Directors have the ability to, among other things, determine their own level of compensation. Until we comply with ~~$47~~such corporate governance measures,~~296~~ regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, ~~income~~if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations. We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, Directors and members of board committees required to provide for our effective management as a result of the ~~fiscal~~Sarbanes-Oxley ~~year~~Act ~~ended~~of ~~December~~2002. ~~31,~~The ~~2009~~enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of Directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

~~Net~~Compliance ~~Income~~with ~~(Loss).~~Section We404 ~~reported a net loss~~ of ~~$1,117,423 or $0.02 per share for~~ the ~~fiscal~~Sarbanes-Oxley ~~year~~Act ~~ended~~will ~~December~~continue ~~31,~~to ~~2010~~strain ~~compared~~our ~~with~~limited afinancial ~~net~~and ~~loss~~management ~~of $1,517,726 or $0~~resources.04 ~~per share for the fiscal year ended December 31, 2009.~~

~~Liquidity~~We incur significant legal, accounting and ~~Capital~~other ~~Resources~~expenses in connection with our status as a fully reporting public company. 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 need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations have increased our legal and financial compliance costs and made some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 requires that we incur substantial accounting expense and expend significant management efforts. We may 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.

AsWe ofdo ~~December~~not ~~31,~~intend ~~2010,~~to wepay ~~had~~cash ~~total~~dividends ~~current~~on ~~assets~~our ofcommon ~~$9,170.~~stock ~~Our~~in ~~total~~the ~~current~~foreseeable ~~liabilities~~future, asand oftherefore ~~December~~only ~~31,~~appreciation ~~2010~~of ~~were~~the ~~$903,782. Thus,~~price weof ~~had~~our acommon ~~working~~stock ~~capital~~will ~~deficit~~provide ofa ~~$894,612~~return asto ofour ~~December 31, 2010~~stockholders.

~~Operating~~We ~~activities~~currently ~~used~~anticipate ~~$494,279~~that inwe ~~cash~~will ~~for~~retain ~~the~~all ~~fiscal~~future ~~year ended December 31~~earnings, ~~2010.~~if ~~Our net loss of $1~~any,~~117,423~~ ~~was~~to finance the ~~primary~~growth ~~component~~and development of our ~~negative~~business. ~~operating~~We ~~cash~~do ~~flow,~~not ~~offset~~intend byto ~~depletion,~~pay ~~amortization~~cash ~~and~~dividends ~~depreciation~~in ~~expense,~~the ~~amortization~~foreseeable offuture. ~~stock~~Any ~~options,~~payment ~~impairment~~ of ~~oil~~cash ~~and~~dividends ~~gas~~will ~~properties~~depend ~~and~~upon ~~stock~~our ~~compensation.~~financial ~~Investing activities provided $340~~condition,~~105~~ ~~during~~capital ~~the fiscal year ended December 31~~requirements, ~~2010~~earnings ~~resulting from the sale of certain oil~~ and ~~gas~~other ~~properties,~~factors ~~less~~deemed ~~the~~relevant ~~amount~~by ofour ~~capital~~Board ~~expenditures and purchase~~ of ~~oil and gas properties~~Directors. ~~Cash~~As ~~flows~~a ~~provided~~result, byonly ~~financing~~appreciation ~~activities~~of ~~during~~ the ~~fiscal~~price ~~year~~of ~~ended~~our ~~December~~common 31stock, ~~2010~~which ~~was~~may ~~$103~~not occur,~~000~~ ~~consisting~~will ofprovide ~~proceeds from notes payable and other borrowings offset by certain note payments and payments representing~~ a return ofto ~~capital~~our stockholders.

~~Based~~The ~~upon~~market ~~our~~price current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We have negative working capital and rely on investments and loans to fund our operations. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our ~~business~~common ~~plan~~stock ~~will~~historically behas ~~impaired.~~been ~~There can be no assurance that such additional financing will be available to us on acceptable terms or at all~~volatile.

11The market price of our common stock historically has fluctuated significantly based on, but not limited to, such factors as general stock market trends, announcements of developments related to our business, actual or anticipated variations in our operating results, our ability or inability to generate new revenues, conditions and trends in the industries in we are engaged. Our common stock is traded on the pink sheet trading market under the symbol “SNVP.” In recent years, the stock market in general has experienced extreme price fluctuations that have oftentimes been unrelated to the operating performance of the affected companies. Similarly, the market price of our common stock may fluctuate significantly based upon factors 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 of our common stock.

~~Going~~We ~~Concern~~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.

~~Our~~We ~~consolidated~~currently ~~financial~~have ~~statements~~a ~~are~~highly ~~prepared~~sporadic, ~~using~~illiquid ~~generally~~and ~~accepted~~volatile ~~accounting~~market ~~principles~~for ~~applicable~~our tocommon astock, ~~going~~which ~~concern~~market ~~which~~is ~~contemplates~~anticipated ~~the~~to ~~realization~~remain ofsporadic, ~~assets~~illiquid and ~~liquidation~~volatile ~~of liabilities~~ in the ~~normal~~future ~~course~~and ofwill ~~business. As~~likely ofbe ~~December~~subject ~~31,~~to ~~2010,~~wide wefluctuations ~~have~~in ~~generated~~response ~~losses~~to ~~from~~several ~~operations~~factors, ~~have an accumulated deficit of $2~~including,~~699,415~~ ~~and~~but anot ~~working~~limited ~~capital deficiency of $894,612. These factors raise substantial doubt regarding our ability~~ to: ~~continue as a going concern.~~

In order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Our continuation as a going concern is dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our planned business.12

~~The~~• ~~accompanying~~actual ~~consolidated~~or ~~financial~~anticipated ~~statements~~variations doin ~~not~~our ~~include~~results ~~any~~of ~~adjustments~~operations; ~~that might be necessary if we are unable to continue as a going concern.~~

~~Off~~• ~~Balance~~our ~~Sheet~~ability ~~Arrangements~~or inability to generate revenues;

As• ofthe ~~December~~number ~~31,~~of ~~2010,~~shares ~~there~~in ~~were~~our nopublic ~~off~~float; ~~balance sheet arrangements.~~

~~Item~~• ~~7A. Quantitative~~increased competition; and ~~Qualitative Disclosures About Market Risk~~

A• ~~smaller~~conditions ~~reporting~~and ~~company~~trends isin ~~not required to provide~~ the ~~information~~market ~~required~~for byoil ~~this~~and ~~Item~~gas.

~~Item~~Furthermore, 8because our common stock is traded on the pink sheet trading market, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. ~~Financial~~ ~~Statements~~These market fluctuations, as well as general economic, political and ~~Supplementary~~market ~~Data~~conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Shareholders and potential investors in our common stock should exercise caution before making an investment in our Company, and should not rely on the publicly quoted or traded stock prices in determining our common stock value, but should instead determine the value of our common stock based on the information contained in our public reports, industry information, and those business valuation methods commonly used to value private companies.

~~See~~RISKS ~~the~~RELATED ~~financial~~TO ~~statements~~SAVOY’S ~~annexed~~OIL toAND ~~this~~GAS ~~annual report.~~PROPERTIES

~~Item~~Government ~~9. Changes~~regulation In and ~~Disagreements~~liability ~~with~~for ~~Accountants~~environmental onmatters ~~Accounting~~may adversely affect our business and ~~Financial~~results ~~Disclosure~~of operations.

~~None~~Crude oil and natural gas operations are subject to extensive federal, state and local government regulations, which may be changed from time to time. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of crude oil and natural gas wells below actual production capacity in order to conserve supplies of crude oil and natural gas. There are federal, state and local laws and regulations primarily relating to protection of human health and the environment applicable to the development, production, handling, storage, transportation and disposal of crude oil and natural gas, byproducts thereof and other substances and materials produced or used in connection with crude oil and natural gas operations. In addition, we may inherit liability for environmental damages caused by previous owners of property we purchase or lease. As a result, we may incur substantial liabilities to third parties or governmental entities. We are also subject to changing and extensive tax laws, the effects of which cannot be predicted. The implementation of new, or the modification of existing, laws or regulations could have a material adverse effect on us.

~~Item~~Crude ~~9A. Controls~~oil and ~~Procedures~~natural gas development, production and drilling and completing new wells are speculative activities and involve numerous risks and substantial and uncertain costs.

~~Evaluation~~Our ofgrowth ~~Disclosure~~will ~~Controls~~be ~~and~~materially ~~Procedures.~~dependent ~~The~~upon ~~Company's Management under~~ the ~~supervision~~success ~~and with the participation~~ of ~~the~~our ~~Principal~~planned ~~Executive~~future ~~Officer~~development ~~and~~program. ~~the~~Drilling ~~Principal Financial Officer are responsible~~ for ~~establishing~~crude ~~and~~oil ~~maintaining "disclosure controls~~ and ~~procedures"~~natural ~~(as~~gas ~~defined in the Exchange Act) for the Company. Based on their evaluation of the Company's disclosure controls~~ and ~~procedures~~reworking asexisting ofwells ~~December~~involves ~~31,~~numerous ~~2010~~risks, including the ~~Company's~~risk ~~Management has concluded~~ that ~~the~~no ~~Company's~~commercially ~~disclosure~~productive ~~controls~~crude ~~and~~oil ~~procedures~~or ~~were~~natural ~~not~~gas ~~effective~~reservoirs towill ~~ensure that the information required to~~ be ~~disclosed~~encountered. byThe ~~the~~cost ~~Company~~of ~~under the Exchange Act was recorded~~drilling, ~~processed,~~completing ~~summarized~~ and ~~reported~~operating ~~within~~wells ~~the~~is ~~time~~substantial ~~periods specified in the Exchange Act~~ and ~~accumulated~~uncertain, and ~~communicated~~drilling tooperations ~~the~~may ~~Company's~~be ~~Management~~curtailed, ~~including~~delayed ~~the~~or ~~Principal~~cancelled ~~Executive~~as ~~Officer~~a ~~and~~result ~~the~~of ~~Principal~~a ~~Financial~~variety ~~Officer,~~of tofactors ~~allow~~beyond ~~timely~~our ~~decisions~~control, ~~regarding~~including: ~~required disclosure.~~

~~Management’s~~• ~~Annual~~unexpected ~~Report~~drilling onconditions; ~~Internal Control Over Financial Reporting~~

~~Management~~• ispressure ~~responsible~~or ~~for~~irregularities establishing and maintaining adequate internal control over financial reporting for our company. Our control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in ~~accordance~~formations; ~~with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:~~

●• ~~pertain~~equipment tofailures ~~the~~or ~~maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets~~accidents;

●• ~~provide~~inability ~~reasonable assurance that the transactions are recorded as necessary~~ to ~~permit~~obtain ~~preparation~~leases ofon ~~financial~~economic ~~statements~~terms, inwhere ~~accordance with generally accepted accounting principles and that receipts and expenditures are being made only with proper authorizations of management and directors~~applicable; ~~and~~

12• adverse weather conditions and natural disasters;

●• ~~provide~~compliance ~~reasonable~~with ~~assurance~~governmental ~~regarding~~requirements; ~~prevention~~and ~~or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on the financial statements.~~

~~All~~• ~~internal~~shortages ~~control~~or ~~systems,~~delays noin matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the ~~inherent~~availability ~~limitations~~ of ~~internal~~drilling ~~control,~~rigs ~~there is a risk that material misstatements may not be prevented~~ or ~~detected~~crews onand athe ~~timely~~delivery ~~basis by internal control over financial reporting. However, these inherent limitations are known features~~ of ~~the financial reporting process~~equipment. ~~Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.~~

~~Because~~Drilling ofor ~~inherent~~reworking ~~limitations,~~is ~~internal~~a ~~control~~highly ~~over~~speculative ~~financial~~activity. ~~reporting~~Our future drilling activities, if any, may not ~~prevent~~be orsuccessful ~~detect~~and, ~~misstatements.~~if ~~Also~~unsuccessful, ~~projections~~such offailure ~~any~~would ~~evaluation~~have ofan ~~effectiveness~~adverse toeffect on our future ~~periods~~results ~~are~~of ~~subject~~operations toand ~~the~~financial ~~risk~~condition. ~~that~~The ~~controls~~drilling and results for our future prospects may ~~become~~be ~~inadequate~~particularly ~~because~~uncertain. ofWe ~~changes~~cannot inassure ~~conditions~~you that our future projects, if any, can be successfully developed or that the ~~degree~~wells will, if drilled, encounter reservoirs of ~~compliance~~commercially ~~with~~productive ~~the~~crude ~~policies~~oil or ~~procedures~~natural ~~may~~gas. ~~deteriorate~~There are numerous uncertainties in estimating quantities of proved reserves, including many factors beyond our control.

~~Management,~~Crude ~~including~~oil ~~our~~and ~~chief~~natural ~~executive~~gas ~~officer,~~prices ~~also~~are ~~acting~~highly asvolatile ~~chief~~in ~~financial~~general ~~officer,~~and ~~assessed~~low ~~the~~prices ~~effectiveness~~will ofnegatively affect our ~~internal control over~~ financial ~~reporting as of December 31, 2010~~results. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.

AsOur offuture ~~December 31~~revenues, ~~2010~~operating results, ~~our~~profitability, ~~principal~~cash ~~officers~~flow, ~~identified~~future ~~material~~rate ~~weaknesses~~of ingrowth and ability to borrow funds or obtain additional capital, as well as the carrying value of our ~~internal~~properties, ~~control~~will ~~over~~be ~~financial~~substantially ~~reporting~~dependent upon prevailing prices of crude oil and natural gas. ALower ~~material~~crude ~~weakness~~oil isand anatural ~~significant~~gas ~~deficiency~~prices ~~(within~~also may reduce the ~~meaning~~amount of ~~Public~~crude ~~Company~~oil ~~Accounting~~and ~~Oversight~~natural ~~Board~~gas ~~Auditing~~that ~~Standard~~our Noproperties can produce economically. 5) Historically, orthe ~~combination~~markets offor ~~significant~~crude ~~deficiencies,~~oil ~~that~~and ~~results~~natural ingas ~~there~~have ~~being~~been ~~more~~very ~~than~~volatile, aand ~~remote~~such ~~likelihood~~markets ~~that~~are alikely ~~material~~to ~~misstatement~~continue ofto be volatile in the ~~annual~~future. orPrices ~~interim~~for ~~financial~~crude ~~statements~~oil ~~will~~and ~~not~~natural begas ~~prevented~~are orsubject ~~detected~~to onwide afluctuation ~~timely~~in ~~basis~~response byto ~~employees~~relatively minor changes in the ~~normal~~supply ~~course~~of and demand for crude oil and natural gas, market uncertainty and a variety of ~~their~~additional ~~assigned~~factors ~~functions.~~that ~~Each~~are ~~material~~beyond ~~weakness~~our iscontrol, ~~discussed~~including: ~~below.~~

There are inadequate and ineffective controls over the corporate financial statement close process. As a result of ineffective procedures and controls, our December 31, 2008 and 2007 year-end financial statements were issued with material misstatements which resulted in a material restatement that was reflected in our restated consolidated financial statements included in the Form 10-K for fiscal year ended December 31, 2008. The ineffective procedures and controls occurred within our accounting process and involved account reconciliations, period cut-off procedures and manual journal entries that were not properly prepared and/or reviewed and approved. The Company intends to continue to rely on consulting professionals as needed until a permanent accounting and finance team is appointed. This weakness is due to the Company’s lack of working capital to hire additional staff.13

~~There~~• isworldwide ~~a lack of segregation of duties~~ and ~~technical~~domestic ~~accounting~~supplies expertise. Our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our management does not possess accounting expertise and hence our controls over the selection and application of ~~accounting~~crude ~~policies~~oil ~~in accordance with generally accepted accounting principles were inadequate~~ and ~~constitute~~natural agas; ~~material weakness in the design of internal control over financial reporting. This weakness is due to the Company’s lack of working capital to hire additional staff.~~

~~These~~• ~~material weaknesses led to~~ the ~~restatement~~level of ~~our~~consumer ~~consolidated~~product ~~financial~~demand; results for previously issued 2008 and 2007 financial statements that were included in the Annual Report on Form 10-K for fiscal year ended 2008. As a result of the material weaknesses described above, our management has determined that, as of December 31, 2010, we did not maintain effective internal control over financial reporting based on the COSO criteria.

~~This~~• ~~annual~~weather ~~report~~conditions does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and ~~Exchange~~natural ~~Commission~~disasters; ~~that permit us to provide only management’s report in this annual report.~~

~~Changes~~• indomestic ~~Internal~~and ~~Control~~foreign ~~over~~governmental ~~Financial~~regulations; Reporting. During the last quarter of the Company's fiscal year ended December 31, 2010, there were no changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

13• the price and availability of alternative fuels;

~~Item~~• ~~9B. Other~~political ~~Information~~instability or armed conflict in oil producing regions;

~~None.~~ • the price and level of foreign imports; and

~~PART~~• ~~III~~overall domestic and global economic conditions.

~~Item~~It 10is extremely difficult to predict future crude oil and natural gas price movements with any certainty. ~~Directors~~ Declines in crude oil and natural gas prices may materially adversely affect our financial condition, ~~Executive~~liquidity, ~~Officers~~ability to finance planned capital expenditures and ~~Corporate~~results ~~Governance~~of operations. Further, oil and gas prices do not move in tandem.

~~The~~Because ~~following~~of ~~information sets forth~~ the ~~names~~inherent ofdangers ~~our~~involved ~~current~~in ~~directors~~oil and ~~executive~~gas ~~officers~~exploration, ~~their~~there ~~ages~~is a risk that we may incur liability or damages as ofwe ~~December~~conduct 31our business operations, ~~2010~~which ~~and~~could ~~their~~force ~~then~~us ~~positions~~to expend a substantial amount of money in connection with litigation and/or a settlement.

Name	Age	Office(s) Held
Arthur Bertagnolli	63	President, Chief Executive Officer, Chief Financial Officer and Director
William F. Howell	79	Director
Raymond F. Crabbe	62	Director
Charles J. Jacobus	63	Director
Donald C. Rusk	83	Director

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/or leased by us. 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 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.

~~Set~~Because ~~forth~~of ~~below~~the isspeculative anature ~~brief~~of ~~description~~oil ofand ~~the~~gas ~~background~~exploration and ~~business~~development, ~~experience~~there ofis ~~our~~substantial ~~current~~risk ~~executive~~that ~~officers~~we will not find any commercially exploitable oil or gas and ~~directors~~that our business will fail.

~~Arthur~~The ~~Bertagnolli~~search ~~has~~for ~~been~~commercial ~~our~~quantities ~~President,~~of ~~CEO,~~oil ~~CFO~~as ~~and~~a ~~director~~business ~~since~~is ~~2007~~extremely risky. HeWe ~~oversees~~cannot ~~all~~provide ~~responsibilities~~investors inwith ~~the~~any ~~areas~~assurance ofthat ~~corporate~~we ~~administration,~~will ~~business~~be ~~development,~~able ~~and~~to ~~research.~~obtain ~~Mr.~~rights ~~Bertagnolli~~to ~~began~~additional ~~performing~~producing ~~contract~~properties ~~work~~in ~~for~~the ~~Plantation~~future ~~Exploration~~and/or inthat ~~1988,~~any ~~and~~properties ~~became~~we aobtain ~~full-time~~rights ~~employee~~to inwill ~~1997.~~contain Hecommercially ~~served~~exploitable asquantities ~~our~~of ~~vice-president~~oil ~~from~~and/or ~~2000~~gas. ~~until~~Future ~~2007,~~exploration and ~~became~~development ~~our~~expenditures ~~President~~made by us, if any, may not result in ~~2007.~~the ~~His~~discovery ~~duties~~of ~~have~~commercial ~~included~~quantities of oil ~~field~~and/or ~~management,~~gas ~~competitive~~in ~~intelligence,~~any ~~demographic~~future ~~studies,~~properties ~~strategic~~we ~~marketing,~~may ~~contract~~acquire ~~negotiations,~~the ~~account~~rights ~~acquisition~~to, and ~~retention,~~problems ~~and~~such ~~advertising~~as ~~and~~unusual ~~promotion.~~or ~~Mr.~~unexpected ~~Bertagnolli~~formations ~~followed~~and other conditions involved in ~~the~~oil ~~footsteps~~and ofgas ~~his~~exploration ~~late~~often ~~father,~~result ~~who~~in ~~retired~~unsuccessful ~~from~~exploration ~~Shell~~efforts. ~~Oil~~If ~~after~~we 33are ~~years~~unable ofto ~~service,~~find bycommercially ~~beginning~~exploitable ~~his~~quantities of oil and gas ~~career~~in ~~with~~any ~~Dresser~~properties ~~Industries~~we may acquire in ~~1980.~~the Hefuture, isand/or awe ~~graduate~~are ofunable to commercially extract such quantities we may find in any properties we may acquire in the ~~University~~future, ofthe ~~South~~value ~~Florida~~of ~~with~~our asecurities ~~B.A.~~may decline in ~~Management~~value.

~~William~~The F.market ~~Howell~~for ~~has been a director of the Company since June 2010. Mr. Howell’s~~ oil and gas ~~experience~~is ~~spans~~intensely ~~47 years~~competitive, ~~both onshore~~ and ~~offshore. Mr. Howell has worked~~ as ~~a geologist domestically in Oklahoma~~such, ~~Texas~~competitive ~~and~~pressures ~~the~~could ~~Gulf~~force ofus Mexico and internationally in Libya. Mr. Howell received a BS degree in Geology from the University of Oklahoma in 1954. His previous experience includes 13 years (1955 – 1968) as an exploration geologist at Continental Oil Company followed by 6 years (1968 – 1974) as Gulf Coast Exploration Manager for Mesa Petroleum. Mr. Howell originated prospects and organized a bidding group for participation in the Gulf of Mexico Shelf Exploration when he founded Paragon Petroleum, Inc. in 1978. Roberts Oil and Gas benefited from his services from 1981 to ~~1988~~abandon ~~when~~or hecurtail ~~served~~our asbusiness ~~an Exploration Vice President~~plan. ~~Mr.~~ Howell also served on the Board of Directors of Roberts Oil and Gas, Inc., but no longer holds that position. From 1989 to June 2000, he served as a Senior Exploration Advisor to Hardy Oil & Gas and participated in the transition of Hardy to the new company, Mariner Energy, Inc. which is primarily active in the Gulf Coast. Since 2000, Mr. Howell continues to serve as the President of Paragon Petroleum, Inc.

~~Raymond~~The A.market ~~Crabbe~~for ~~has~~oil ~~been~~and agas ~~director~~exploration ofand ~~the~~production ~~Company~~services ~~since~~is ~~June~~highly ~~2010. Mr.~~competitive, ~~Crabbe~~and ~~has~~we ~~had~~only aexpect ~~thirty-five~~competition ~~year~~to ~~career~~intensify ~~with extensive knowledge and experience~~ in ~~oil~~the ~~and gas~~future. ~~This~~ ~~experience~~Numerous ~~includes~~well-established ~~pipeline,~~companies ~~chemical,~~are ~~petrochemical,~~focusing ~~refining~~significant ~~and~~resources ~~offshore. Mr.~~on ~~Crabbe~~exploration ~~has~~and ~~both~~are ~~domestic~~currently ~~and~~competing ~~international~~with ~~expertise~~us infor oil and gas ~~gathering,~~opportunities. ~~pipeline~~Additionally, ~~storage,~~there ~~transmission~~are ~~and~~numerous ~~loading~~companies ~~facilities. His~~focusing ~~domestic~~their ~~experience~~resources ~~covers~~on ~~all~~creating ~~fifty~~fuels ~~of the United States~~ and/or ~~his~~materials ~~international~~which ~~experience~~serve ~~includes~~the ~~South~~same ~~America,~~purpose ~~Russia,~~as ~~Asia,~~oil ~~Middle~~and ~~East~~gas, ~~Indonesia,~~but ~~Canada,~~are ~~Africa~~manufactured ~~and~~from ~~the~~renewable ~~Virgin Islands~~resources. In ~~the~~As ~~past~~a ~~five years~~result, ~~Mr.~~there ~~Crabbe~~can ~~has~~be ~~been~~no ~~employed~~assurance bythat ~~Chevron~~we ~~(2005~~will –be ~~2006);~~able ~~STV~~to ~~Inc.~~compete insuccessfully ~~2007;~~or ~~and~~that ~~Mustang~~competitive ~~Engineering~~pressures ~~from~~will ~~2007~~not toadversely ~~present. Mr.~~affect ~~Crabbe~~our ~~received an AS~~business, inresults ~~Engineering~~of ~~Technology~~operations ~~from~~and ~~San~~financial ~~Jacinto~~condition. ~~College~~If inwe ~~1970,~~are anot BSable into ~~Engineering~~successfully ~~Technology~~compete ~~from~~in the ~~University~~marketplace, ofwe ~~Maryland~~could inbe ~~1973,~~forced ato BScurtail inor ~~Construction~~even ~~Management~~abandon ~~from~~our ~~Almeda~~current ~~University~~business inplan, ~~2000~~which ~~and~~could ancause ~~MBA~~the invalue ~~Management~~of ~~from~~our ~~Almeda~~securities ~~University~~to decline in ~~2003~~value or become worthless.

Charles J. Jacobus has been a director of the Company since June 2010. Mr. Jacobus has been an accomplished real estate attorney and publisher since 1973. He has a sole practice law office and maintains affiliations with many real estate associations as they pertain to commercial and residential real estate law in the State of Texas. Mr. Jacobus has published numerous books focused on Georgia, Ohio and Texas Real Estate Law, co-authoring many of them. Mr. Jacobus holds a State Bar of Texas license as well as a Texas Real Estate Broker license. Mr. Jacobus received a Bachelor of Science from the University of Houston, Doctor of Jurisprudence from the University of Houston.14

14We may incur certain costs to comply with government regulations, particularly regulations relating to environmental protection and safety in the future.

~~Donald~~Our C.exploration, ~~Rusk~~production ~~has~~and ~~been~~marketing aoperations ~~director~~are ofregulated extensively at the ~~Company~~federal, ~~since~~state ~~October~~and ~~2009. Since~~local ~~1991~~levels, heas ~~has~~well ~~been~~as anby ~~independent~~governments ~~consultant~~and ~~with~~regulatory ~~respect~~agencies, and are subject to ~~exploration~~interruption ~~projects~~or intermination ~~Algeria,~~by ~~Ecuador,~~governmental ~~Egypt,~~and ~~France,~~regulatory ~~Hungary,~~authorities ~~Jordan,~~based ~~Liberia,~~on ~~Libya,~~environmental ~~Malta,~~or ~~Madagascar,~~other ~~Mozambique,~~considerations. ~~Morocco~~Moreover, ~~Sierra~~we ~~Leone,~~have ~~Syria~~incurred and will continue to incur costs in our efforts to comply with the requirements of environmental, ~~Tunisia~~safety and other ~~countries~~regulations. ~~for~~Further, ~~twenty~~the ~~U.S.~~regulatory environment in the oil and ~~non-U.S.~~gas ~~major~~industry could change in ways that we cannot predict and ~~independent~~that ~~oil~~might ~~companies. He~~substantially isincrease aour ~~graduate~~costs of ~~the~~compliance ~~University~~and, ofin ~~Colorado~~turn, ~~with~~materially aand ~~B.A.~~adversely inaffect ~~Geology~~our business, results of operations and financial condition.

~~Employment~~Specifically, ~~Agreements~~as an owner or lessee and operator of crude oil and natural gas properties, we are subject to various federal, state, local and foreign regulations relating to the discharge of materials into, and the protection of, the environment. These regulations may, among other things, impose liability on us for the cost of pollution cleanup resulting from operations, subject us to liability for pollution damages and require suspension or cessation of operations in affected areas. Moreover, we are subject to the United States (U.S.) Environmental Protection Agency's (U.S. EPA) rule requiring annual reporting of greenhouse gas (GHG) emissions. Changes in, or additions to, these regulations could lead to increased operating and compliance costs and, in turn, materially and adversely affect our business, results of operations and financial condition.

OnWe ~~July~~are ~~27,~~aware ~~2010,~~of the ~~Company~~increasing ~~entered~~focus ~~into~~of anlocal, ~~Employment Agreement with Mr. Bertagnolli to serve as the Company’s President and Chief Executive Officer. The Agreement~~state, ~~which~~national ~~replaces~~ and ~~supersedes~~international aregulatory ~~prior~~bodies ~~Employment~~on ~~Agreement,~~GHG isemissions ~~effective as of June 1, 2010~~ and ~~has~~climate achange ~~term of two (2) years from the effective date~~issues. ~~Unless~~ ~~terminated~~In ~~within~~addition ~~one~~to ~~year of its expiration,~~ the ~~Agreement is automatically renewed for additional terms of one year each~~U. ItS. ~~provides~~EPA's ~~for~~rule arequiring ~~base salary of $15,000 per month together with certain perquisites and~~ annual ~~grants~~reporting of ~~employee~~GHG ~~stock~~emissions, ~~options~~we atare ~~the~~also ~~discretion~~aware of ~~the~~legislation ~~Company’s~~proposed ~~board~~by ~~of directors~~U. ~~A copy of the Agreement is attached as Exhibit 10~~S.1 lawmakers to ~~the~~reduce ~~Company’s~~GHG ~~Form 8-K/A Current Report filed on August 16, 2010~~emissions.

~~Family~~Additionally, ~~Relationships~~there have been various proposals to regulate hydraulic fracturing at the federal level. Currently, the regulation of hydraulic fracturing is primarily conducted at the state level through permitting and other compliance requirements. Any new federal regulations that may be imposed on hydraulic fracturing could result in additional permitting and disclosure requirements (such as the reporting and public disclosure of the chemical additives used in the fracturing process) and in additional operating restrictions. In addition to the possible federal regulation of hydraulic fracturing, some states and local governments have considered imposing various conditions and restrictions on drilling and completion operations, including requirements regarding casing and cementing of wells, testing of nearby water wells, restrictions on the access to and usage of water and restrictions on the type of chemical additives that may be used in hydraulic fracturing operations. Such federal and state permitting and disclosure requirements and operating restrictions and conditions could lead to operational delays and increased operating and compliance costs and, moreover, could delay or effectively prevent the development of crude oil and natural gas from formations which would not be economically viable without the use of hydraulic fracturing.

~~There~~We ~~are~~will nocontinue ~~family~~to ~~relationships~~monitor ~~between~~and orassess ~~among~~any new policies, legislation, regulations and treaties in the ~~directors~~areas where we operate to determine the impact on our operations and take appropriate actions, ~~executive~~where ~~officers~~necessary. We are unable to predict the timing, scope and effect of any currently proposed or ~~persons~~future ~~nominated~~laws, regulations or ~~chosen~~treaties, bybut usthe todirect ~~become~~and ~~directors~~indirect orcosts ~~executive~~of ~~officers~~such laws, regulations and treaties (if enacted) could materially and adversely affect our business, results of operations and financial condition.

~~Involvement~~Item in1B. ~~Certain~~Unresolved ~~Legal~~Staff ~~Proceedings~~Comments

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacatedNone.

~~Audit~~Item ~~Committee~~2. Properties

~~Our~~We ~~company~~maintain ~~currently~~our ~~does~~corporate ~~not~~office ~~have~~at ~~nominating,~~2100 ~~compensation~~West orLoop ~~audit~~South, ~~committees~~Ste. or900, ~~committees performing similar functions nor does our company have a written nominating~~Houston, ~~compensation~~Texas ~~or audit committee charter~~77027. ~~There~~The ~~has~~lease ~~been~~provides nofor ~~need~~us to ~~delegate~~pay ~~functions~~$1,300 toper ~~these~~month ~~committees due to the fact that our operations are at a very early stage to justify the effort~~ and ~~expense~~expired ofon ~~creating~~April ~~and~~30, ~~maintaining these committees~~2012.

~~Code~~We ofhave ~~Ethics~~no materially important physical properties.

AsThe ofCompany ~~December~~does ~~31,~~not ~~2010, we~~ have ~~not~~any ~~adopted~~oil ~~a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal accounting officer~~ or ~~controller,~~natural orgas ~~persons performing similar functions, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002~~reserves.

Item 113. ~~Executive~~ ~~Compensation~~Legal Proceedings

~~Summary~~Panos ~~Compensation~~Industries, ~~Table~~LLC v. Savoy Energy Corporation, et. al., District Court, Clark County, Nevada Case # A-10-612340-C.

~~The~~On ~~table~~March ~~below~~19, ~~summarizes~~2010, ~~all~~this ~~compensation~~action ~~awarded~~was ~~to,~~filed ~~earned~~in bythe above-entitled Court seeking damages “…in excess of $50,000” orbased ~~paid~~upon tomonies ~~both~~which tothe ~~our~~Plaintiff ~~officers~~claims ~~and~~were toadvanced ~~our~~by ~~directors~~Plaintiff ~~for~~on ~~all~~behalf ~~services~~of ~~rendered~~the inCompany. ~~all~~The ~~capacities~~Company filed an answer to usthe ~~for~~complaint ~~our~~denying ~~fiscal~~the ~~years~~allegations ~~ended~~stated ~~December~~therein 31and a Counterclaim against the Plaintiff. On January 19, ~~2010~~2012, ~~and~~the ~~2009~~parties mutually agreed to dismiss the suit.

15Item 4. Mine Safety Disclosures

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Arthur Bertagnolli, President, CEO, CFO,	2010		149,972		0		286,500		0		0		0		0		436,472
Director	2009		56,000		0		70,000		0		0		0		454,639		580,639
William F Howell,	2010		0		0		43,030		0		0		0		0		43,030
Director	2009		0		0		15,000		0		0		0		0		15,000
Raymond F. Crabbe,	2010		0		0		43,030		0		0		0		0		43,030
Director	20089		0		0		15,000		0		0		0		0		15,000
Charles J. Jacobus,	2010		0		0		43,030		0		0		0		0		43,030
Director	2009		0		0		15,000		0		0		0		0		15,000
Donald C. Rusk,	2010		0		0		52,030		0		0		0		0		52,030
Director	2009		0		0		0		0		0		0		0		0

Not applicable.

~~Narrative Disclosure to the Summary Compensation Table~~15

WePART currently compensate our officers and we reserve the right to provide compensation in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.II

~~The~~Our ~~table~~common ~~below~~stock ~~summarizes~~is ~~all~~currently ~~unexercised~~quoted ~~options~~on the Pink Sheets, ~~stock~~a ~~that~~network ~~has~~of ~~not~~security ~~vested,~~dealers who buy and ~~equity~~sell ~~incentive~~stock. ~~plan~~The ~~awards~~dealers ~~for~~are ~~each~~connected ~~named~~by ~~executive~~a ~~officer~~computer network that provides information on current "bids" and ~~director~~"asks", as ofwell ~~December~~as ~~31,~~volume ~~2010~~information. Our shares are quoted on the Pink Sheets under the symbol “SNVP.”

~~None~~The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the Pink Sheets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Stock Option Grants


Fiscal Year Ending December 31, 2011
Quarter Ended	High $	Low $
December 31, 2011	0.003	0.0004
September 30, 2011	0.006	0.0016
June 30, 2011	0.010	0.0015
March 31, 2011	0.025	0.0041

Fiscal Year Ending December 31, 2010
Quarter Ended	High $	Low $
December 31, 2010	0.075	0.03
September 30, 2010	0.04	0.02
June 30, 2010	0.02	0.01
March 31, 2010	0.04	0.01

WePenny ~~have~~Stock ~~not granted any stock options to the executive officers or directors since our inception.~~

~~Compensation~~The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of ~~Directors~~less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The ~~table~~broker-dealer ~~below~~also ~~summarizes~~must ~~all~~provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of ~~our~~the ~~directors~~broker-dealer asand its salesperson in the transaction; (c) the number of ~~December~~shares 31to which such bid and ask prices apply, ~~2010~~or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Arthur Bertagnolli		-		-		-		-		-		-		-
William F. Howell		-		43,030		-		-		-		-		43,030
Raymond F. Crabbe		-		43,030		-		-		-		-		43,030
Charles J. Jacobus		-		43,030		-		-		-		-		43,030
Donald C. Rusk		-		52,030		-		-		-		-		52,030

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

~~Narrative~~These ~~Disclosure~~disclosure torequirements may have the ~~Director~~effect ~~Compensation~~of ~~Table~~reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

AtHolders ~~this~~of ~~time,~~Our weCommon ~~pay~~Stock our directors only stock compensation. We do not pay any cash compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

As of January 21, 2013, we had 202,248,656 shares of our common stock issued and outstanding, held by approximately 16 shareholders of record.

~~Stock Option Plans~~16

WeDividends ~~did not have a stock option plan in place as of December 31, 2010.~~

~~Item~~The 12Company has not declared, or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future. ~~Security~~ ~~Ownership~~Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of ~~Certain~~our ~~Beneficial~~business, ~~Owners~~or ~~and~~(ii) ~~Management~~our ~~and~~total ~~Related~~assets ~~Stockholder~~would ~~Matters~~be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.

~~The~~Recent ~~following~~Sales ~~table sets forth certain information known to us with respect to the beneficial ownership~~ of ~~our~~Unregistered Common Stock as of December 31, 2010, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

~~Except~~On asSeptember ~~otherwise~~14, ~~indicated~~2011, ~~all~~the ~~Shares~~Company’ ~~are~~Board ~~owned~~of ~~directly~~Directors ~~and~~approved the ~~percentage~~issuance ~~shown~~to isMr. ~~based~~Bertagnolli onof 61100,~~196~~000,000 ~~Shares~~shares of the ~~Common~~Company’s ~~Stock~~restricted ~~issued~~common ~~and~~stock ~~outstanding~~in consideration for services rendered to the Company by Mr. Bertagnolli as ofthe ~~December~~Company’s 31Chief Executive Officer, ~~2010.~~provided ~~Addresses~~that ~~for~~such ~~all~~shares ofhave ~~the~~not ~~individuals~~been ~~listed~~issued into ~~the~~date ~~table~~or ~~below~~reflected ~~are~~as ~~c/o~~issued ~~Savoy~~or ~~Energy~~outstanding ~~Corporation,~~throughout ~~2100~~this ~~West~~report ~~Loop~~as ~~South,~~the ~~Ste.~~Company ~~900,~~does ~~Houston,~~not ~~Texas~~have ~~77027~~sufficient authorized but unissued or reserved shares available for such issuance.

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership		% of Common Stock
Arthur Bertagnolli	Common Stock		18,400,000		30.06	%
William F. Howell	Common Stock		962,500		1.57	%
Raymond F. Crabbe	Common Stock		962,500		1.57	%
Charles J. Jacobus	Common Stock		962,600		1.57	%
Donald C. Rusk	Common Stock		962,500		1.57	%
DIRECTORS AND OFFICERS – TOTAL	Common Stock		22,250,000		34.96	%
* Less than 1%
5% SHAREHOLDERS
NONE

Effective December 5, 2011, the Board of Directors of the Company approved the issuance of 1,000 shares of Series A Preferred Stock to Mr. Bertagnolli in consideration for services rendered to the Company, valued at $1,000, and continuing to work for the Company without receiving payment for services and without being issued the 100,000,000 shares of common stock which the Board of Directors approved the issuance of to Mr. Bertagnolli in September 2011, as the Company does not have sufficient authorized but unissued shares of common stock to allow for such issuance.

~~Item~~During ~~13. Certain~~the ~~Relationships~~year ~~and~~ended ~~Related~~December ~~Transactions~~31, 2011, Asher converted $50,700 of its outstanding convertible promissory notes and ~~Director~~$2,520 ~~Independence~~of accrued and unpaid interest into an aggregate of 51,531,563 shares of the Company’s common stock.

~~Except~~During asthe ~~provided~~year ~~below,~~ended ~~none~~December ~~of our directors or executive officers~~31, ~~nor any proposed nominee for election as a director~~2012, ~~nor~~Asher ~~any~~converted ~~person who beneficially owns~~$17,300 ~~directly or indirectly, shares carrying more than 5%~~ of ~~the~~its ~~voting~~outstanding ~~rights~~convertible ~~attached~~promissory tonotes ~~all~~into ofan ~~our~~aggregate ~~outstanding shares, nor any members~~ of ~~the immediate family (including spouse~~37, ~~parents~~075,578 ~~children,~~shares ~~siblings, and in-laws)~~ of ~~any of~~ the ~~foregoing~~Company’s ~~persons~~common ~~has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us~~stock.

AsIn ofMay ~~the~~2012, ~~date~~and ofeffective ~~this~~in ~~annual~~April ~~report~~2012, ~~our~~ASL ~~common~~converted ~~stock~~an isaggregate ~~traded~~of on$15,730 ~~the~~owed ~~Pink~~under ~~Sheets. No~~its ~~applicable~~$105,000 ~~market~~promissory ~~imposes~~note oninto us7,864,865 ~~standards~~shares ~~relating~~of ~~to director independence or~~ the ~~makeup~~Company’s ofcommon ~~committees with independent directors, or provide definitions of independence~~stock.

~~Item~~During ~~14. Principal~~the ~~Accounting~~year ~~Fees~~ended ~~and~~December ~~Services~~31, 2012, CareBourn converted $19,873 of the amount owed under the ASL OIL Notes into 29,309,450 shares of the Company’s common stock.

~~Below~~We isclaim an exemption from registration afforded by Section 3(a)(9) of the ~~table~~Securities Act of ~~Audit~~1933, ~~Fees~~as amended (~~amounts~~the ~~in US$~~“Act”)for ~~billed~~the above conversions, as the securities were exchanged by ~~our~~the ~~auditor~~Company with its existing security holder exclusively in ~~connection~~transactions ~~with~~where ~~the~~no ~~audit~~commission or other remuneration was paid or given directly or indirectly for soliciting such exchange and exemption from registration afforded by Section 4(2) of the ~~Company’s~~Act ~~annual~~for ~~financial~~the ~~statements~~foregoing issuances, as the issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer (where appropriate), and the ~~years~~recipient ~~ended:~~had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuance and the Company paid no underwriting discounts or commissions.

17Securities Authorized for Issuance under Equity Compensation Plans

Financial Statements for the Year Ended December 31	Audit Services		Audit Related Fees		Tax Fees		Other Fees
2010	$	45,000	$	1,000	$	0	$	0
2009	$	32,000	$	0	$	0	$	0

We do not have any equity compensation plans.

18Item 6. Selected Financial Data

~~PART~~A IVsmaller reporting company is not required to provide the information required by this Item.

~~Item 15. Exhibits, Financial Statements Schedules~~17

~~Index~~Item to7. ~~Financial~~Management’s ~~Statements~~Discussion ~~Required~~and byAnalysis ~~Article~~of 8Financial ofCondition ~~Regulation~~and ~~S-X:~~Results of Operations

Audited Financial Statements:
F-1		Report of Independent Registered Public Accounting Firm
F-2		Consolidated Balance Sheets as of December 31, 2010 and 2009;
F-3		Consolidated Statements of Operations for the years ended December 31, 2010 and December 31, 2009;
F-4		Consolidated Statements of Changes in Stockholders ’ Deficit for the years ended December 31, 2010 and December 31, 2009;
F-5		Consolidated Statements of Cash Flows for the years ended December 31, 2010 and December 31, 2009;
F-6		Notes to Consolidated Financial Statements

Plan of Operations

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a- 14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Overview

~~SIGNATURES~~We are in the business of re-entering, re-completing, extracting oil, and selling oil from previously undeveloped and drilled wells in the United States. Our plan of operations is to economically extract a significant amount of the “left-behind” oil from previously drilled sites.

InWe ~~accordance~~currently ~~with~~hold ~~Section~~leases 13on or 15are producing oil from the following unproven and proven developed and undeveloped wells: (da) ofa ~~the~~49.25% ~~Exchange~~undivided ~~Act~~interest in certain lease acreage comprising 144 acres which was previously producing located in Gonzales County, ~~the~~Texas, ~~Company~~(b) ~~caused~~a ~~this~~2.75% ~~report~~overriding toroyalty beinterest ~~signed~~in onW.L. ~~its~~Barnett ~~behalf~~ET byAL #1 & #2 and (c) a 2.75% working interest in the ~~undersigned~~Glass 59 #2 well. We will continue our workover efforts on these wells, ~~thereunto~~and ~~duly~~seek ~~authorized~~to duplicate our successful efforts with other wells. We do not operate these wells.

~~Savoy~~Our ~~Energy~~strategy ~~Corporation~~is to acquire interests in existing low maintenance producing wells. Large oil companies with high overhead costs require high production rates for wells to be economically viable. Our small size and lower overhead allows profitably extraction of oil at low production rates.

By:	/s/ Arthur Bertagnolli
	Arthur Bertagnolli
	President, Secretary, Treasurer, CEO, CFO and Director
	April 11, 2011

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2011 COMPARED TO THE YEAR ENDED DECEMBER 31, 2010

19Revenues. Our total revenue reported for the year ended December 31, 2011 was $14,056 compared to $56,461 in the comparable period for the prior year, a decrease of $42,405 or 75% from the prior period. The decrease was due to the sale of various of the Company’s interests.

InLease ~~accordance~~Operating ~~with~~Expenses. ~~Section~~The 13lease oroperating ~~15(d)~~expenses offor the ~~Exchange~~year ~~Act~~ended December 31, ~~this~~2011 ~~report~~were ~~has~~$12,130, ~~been~~compared ~~signed~~to ~~below~~$37,403 byin the ~~following~~comparable ~~persons~~period onof ~~behalf~~the prior year, a decrease of $25,273 or 67% from the ~~Company~~prior ~~and~~period. inThe decrease was due to the ~~capacities~~sale ~~and~~of onvarious of the ~~dates~~Company’s ~~indicated:~~interests.

By:	/s/ Arthur Bertagnolli
	Arthur Bertagnolli
	President, Secretary, Treasurer, CEO, CFO and Director
	April 11, 2011

General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2011 were $525,055 compared to $1,287,698 for the same period in 2010, a decrease of $762,643 or 59% from the prior period, which was mainly due to the recognition of stock-based compensation in 2010, which was not as significant in 2011.

By:	/s/ William F. Howell
	William F. Howell
	Director
	April 11, 2011

Depreciation, Depletion, Amortization and Impairment. Depreciation, depletion, amortization and impairment for the year ended December 31, 2011 was $65 compared to $2,763 in the comparable period the prior year. The decrease was due to the sale of various of the Company’s interests.

By:	/s/ Raymond F. Crabbe
	Raymond F. Crabbe
	Director
	April 11, 2011

Loss on Sale of Working Interest. During the year ended December 31, 2011, the Company recognized a gain of $213,827 on the sale of certain oil and gas properties, compared to a gain on the sale of oil and gas properties of $310,264 for the year ended December 31, 2010.

By:	/s/ Charles J. Jacobus
	Charles J. Jacobus
	Director
	April 11, 2011

Other Income (Expenses). We recorded interest expense of $217,939 for the year ended December 31, 2011 compared to $32,536 in the comparable period the prior year. This increase was largely attributable to increases in our interest bearing debt during the year ended December 31, 2011 and the related derivative instrument, as described in greater detail above under “Promissory Notes”.

By:	/s/ Donald C. Rusk
	Donald C. Rusk
	Director
	April 11, 2011

Loss on Settlement of Debt. We had a loss on settlement of debt of $9,758 for the year ended December 31, 2011 in connection with the conversion of debt into shares of the Company’s common stock, compared to a loss on settlement of debt of $185,433 for the year ended December 31, 2010 in connection with shares of the Company’s common stock issued for payment of debt.

20Net Loss. We had a net loss of $419,164 for the year ended December 31, 2011, compared to a net loss of $1,166,921 for the year ended December 31, 2010, a decrease in net loss of $747,757 or 64% from the prior period.

~~REPORT~~Liquidity OFand ~~INDEPENDENT~~Capital ~~REGISTERED~~Resources ~~PUBLIC ACCOUNTING FIRM~~

ToAs ~~the~~of ~~Stockholders~~December 31, 2011, we had total assets of $45,480 as of December 31, 2011, which included current assets of $18,151, consisting of cash of $8,151 and ~~Board~~prepaids and other current assets of ~~Directors~~$10,000, and oil and gas properties, net of $27,329.

~~Savoy~~Our ~~Energy~~total ~~Corporation~~liabilities of $1,110,193 as of December 31, 2011, which were solely current liabilities, included $68,441 of accounts payable and accrued liabilities, $154,003 of advances from unrelated parties, $18,430 of related party payable, $54,667 of accrued liabilities related party, $57,572 of accrued interest payable, $547,886 of notes payable, net of debt discount of $11,346, $76,499 of related party note payable, $7,000 of deferred revenue and $125,695 of derivative liability. Notes payable are described in greater detail above under “Notes Payable”.

~~Houston, Texas~~18

We ~~have~~had ~~audited~~negative ~~the~~working ~~accompanying~~capital ~~consolidated balance sheets~~ of ~~Savoy Energy Corporation and its subsidiaries (the “Company”) as of December 31~~$1, ~~2010 and 2009~~092,042 and ~~the~~a ~~related~~total ~~consolidated~~accumulated ~~statements~~deficit of ~~operations~~$3,168,077 ~~changes~~as ~~in stockholders’ deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility~~ of ~~the~~December ~~Company’s~~31, ~~management~~2011. ~~Our~~ ~~responsibility is to express an opinion on these consolidated financial statements based on our audits.~~

We ~~conducted~~had ~~our~~net ~~audits~~cash used in ~~accordance~~operating ~~with~~activities ~~the standards~~ of ~~the~~$256,891 ~~Public~~for ~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform~~ the ~~audits~~year toended ~~obtain~~December ~~reasonable~~31, ~~assurance~~2011, ~~about~~which ~~whether~~mainly ~~the~~included ~~consolidated~~$419,164 ~~financial~~of ~~statements~~net ~~are~~loss, ~~free~~$213,827 of ~~material~~gain ~~misstatement. The~~on ~~Company~~sale isof ~~not~~working ~~required to have~~interest, ~~nor were we engaged to perform~~$108,505 ~~an audit~~ of ~~its~~gain ~~internal~~on ~~control~~extinguishment ~~over~~of ~~financial~~debt, ~~reporting.~~offset ~~Our~~by ~~audits~~$112,750 ~~included consideration~~ of ~~internal~~notes ~~control~~payable ~~over~~issued ~~financial reporting as a basis~~ for ~~designing~~services, ~~audit procedures that are appropriate in the circumstances~~$123,384 ~~but not for the purpose~~ of ~~expressing~~amortization ~~an opinion on the effectiveness~~ of ~~the~~debt ~~Company's~~discount ~~internal~~and ~~control~~other ~~over~~non-cash ~~financial~~interest ~~reporting.~~expenses ~~Accordingly,~~of ~~we express no such opinion. An audit includes examining~~$37,500 onof abeneficial ~~test~~conversion ~~basis~~features, ~~evidence supporting the amounts~~ and ~~disclosures~~$36,357 inof ~~the~~derivative ~~consolidated~~liability ~~financial~~expenses, ~~statements. An audit also includes assessing the accounting principles used~~ and ~~significant estimates made by management~~$174,786 asof ~~well~~accounts aspayable ~~evaluating~~and ~~the~~accrued ~~overall consolidated financial statement presentation~~liabilities. We ~~believe that our audits provide a reasonable basis for our opinion.~~

InWe ~~our~~had ~~opinion~~$218,942 ~~the~~of ~~consolidated~~net ~~financial~~cash ~~statements~~provided ~~referred~~by toinvestment ~~above~~activities ~~present~~for ~~fairly, in all material respects,~~ the ~~consolidated~~year ~~financial~~ended ~~position of the Company as of~~ December 31, ~~2010 and 2009~~2011, ~~and~~which ~~the~~was ~~results~~mainly ofdue ~~their~~to ~~operations~~proceeds ~~and~~from ~~their cash flows for~~ the ~~years then~~sale ~~ended,~~of inoil ~~conformity~~and ~~with~~gas ~~accounting principles generally accepted in the United States of America~~properties.

~~The~~We ~~accompanying~~had ~~consolidated~~$36,930 ~~financial~~of ~~statements~~net ~~have~~cash ~~been~~provided ~~prepared~~by ~~assuming~~financing ~~that~~activities ~~the~~for ~~Company will continue as a going concern. As discussed in Note 3 to~~ the ~~consolidated~~year ~~financial~~ended ~~statements,~~December ~~the Company has a working capital deficit~~31, ~~has generated limited revenues and has an accumulated deficit~~2011, which ~~raises~~included ~~substantial~~$82,430 ~~doubt~~of ~~about~~proceeds ~~their~~from ~~ability~~issuance toof ~~continue~~debt asand aadvances ~~going~~received ~~concern. Management’s~~offset ~~plans~~by ~~concerning~~$45,500 ~~these~~of ~~matters~~repayment ~~are~~of ~~also~~debt ~~described~~and ~~in Note 3~~advances. ~~The~~ ~~consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We have negative working capital and rely on proceeds from equity and loans to fund our operations. We intend to fund operations through increased sales and debt and/s/or ~~GBH~~equity ~~CPAs~~financing arrangements, PCwhich may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired and we may be forced to cease our filings with the Securities and Exchange Commission and seek bankruptcy protection, which could cause any investment in the Company to become worthless. There can be no assurance that additional financing will be available to us on acceptable terms or at all.

~~GBH~~The ~~CPAs~~Company’s Board of Directors has acknowledged that Arthur Bertagnolli, PCthe Company’s Chief Executive Officer and Director, has not been receiving payment for services rendered to the Company and as a result, Mr. Bertagnolli may enter into agreements or transactions outside of the Company (including transactions with ASL Energy Corp. (“ASL”), which the Company is party to a Management Agreement and Convertible Promissory Note with, which the Company will receive no benefit in connection with), which may be competitive to the Company’s interests and operations and the Company’s Board of Directors has waived any potential claims for conflict of interest in connection with such transactions. As a result, we may not benefit from connections he makes and/or agreements or transactions he enters into while employed by us, and he, or companies he is associated with, which may include but not be limited to ASL, may profit from transactions which they undertake while we do not. As a result, he may find it more lucrative or beneficial to cease serving as an officer or Director of the Company in the future and may resign from the Company at that time. Furthermore, while employed by us, shareholders should keep in mind that he is under no obligation to share his contacts and/or enter into favorable contracts and/or agreements he may come across with the Company, and as a result may choose to enter into such contracts or agreements through separate companies which are not affiliated with us, including ASL, or individually. If that were to occur, we would receive no benefit from such agreements or transactions while Mr. Bertagnolli may personally benefit. As of the date of this filing, no agreements or transactions have been agreed to or completed.

~~www~~The Company believes that moving forward it may be unable to pay its debts as they become due.~~gbhcpas~~ Currently, the Company is dependent on funding from third-parties (including the amount loaned by ASL) to support its ongoing operations.~~com~~ There can be no assurance that sufficient funds will continue to be available to the Company on favorable terms, if at all, to enable the Company to continue its business operations, maintain its Securities and Exchange Commission filings and pay its debts as they become due. As of the date of this report, the Company is in default of approximately $635,000 in notes payable and as of December 31, 2011, the Company had negative working capital of $1,092,042 and a total accumulated deficit of $3,168,077.

~~Houston~~Additionally, ~~Texas~~as of the date of this filing, the Company has been threatened with litigation from certain of its creditors, and does not currently have sufficient funding or resources to defend itself against creditor claims or allegations.

~~April~~In 8the event the Company is unable to raise additional funds moving forward, ~~2011~~the Company could be forced to abandon its current business activities, sell a substantial portion of its assets and/or the Company could be forced to seek bankruptcy protection. As a result of the above, the Company has recently retained a bankruptcy attorney to advise the Company regarding its rights in bankruptcy and its potential filing for bankruptcy protection. In addition, the Company may file a Form 15 with the Securities and Exchange Commission which would result in the suspension of the Company’s filing obligations with the SEC and the Company ceasing to make periodic and current report filings with the SEC. As a result, there may not be publicly available information regarding the Company, its operations and results of operations moving forward, and the Company’s securities may be ineligible to be sold pursuant to Rule 144, which could cause the value of the Company’s securities to decline in value or become worthless.

~~F-1~~In the event that the Company were to cease its business operations or file for bankruptcy protection, the Company would likely cease its filings with the Securities and Exchange Commission, the Company’s stock would likely trade on the OTC Pinks market and would likely have less liquidity on such market and any investment in the Company would likely become worthless.

~~SAVOY ENERGY CORPORATION~~19

~~CONSOLIDATED~~In ~~BALANCE~~addition ~~SHEETS~~to potentially ceasing its filings with the Securities and Exchange Commission and/or seeking bankruptcy protection, the Company is also considering potential acquisition or merger opportunities. If we enter into a merger and/or acquisition with a separate company or companies in the future, it may result in our business focus or majority shareholders changing and substantial numbers of new shares of common or preferred stock being 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 or our business focus could be changed in connection with the transaction 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 transaction, 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. As described above, due to the issuance of the Series A Preferred Stock, Mr. Bertagnolli, voting alone, has the right to approve a merger, acquisition or the sale of all of our assets and operations without the need for further shareholder approval.

	December 31,			December 31,
	2010			2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,170		$	60,345
Accounts receivable		-			2,372
Total current assets		9,170			62,717
PROPERTY AND EQUIPMENT
Oil and gas properties, using the full cost method		718,630			761,987
Accumulated depletion, depreciation, amortization and impairment		(653,576	)		(650,813	)
Property and equipment, net		65,054			111,174
TOTAL ASSETS	$	74,224		$	173,891
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	198,004		$	354,088
Advances from related parties		-			151,003
Advances from unrelated parties		151,003			-
Accrued interest payable		36,774			57,996
Notes payable		518,000			447,500
Total current liabilities		903,781			1,010,587
LONG-TERM LIABILITIES
Asset retirement obligations		8,555			9,683
TOTAL LIABILITIES		912,336			1,020,270
STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value; 100,000,000 shares authorized, 63,646,000 and 31,296,000 shares issued and outstanding, respectively		63,646			31,296
Additional paid-in-capital		1,797,657			704,317
Accumulated deficit		(2,699,415	)		(1,581,992	)
Total stockholders’ deficit		(838,112	)		(846,379	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	74,224		$	173,891

Going Concern

~~See~~Our ~~notes~~financial statements are prepared using generally accepted accounting principles applicable to ~~consolidated~~a ~~financial~~going ~~statements~~concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of this report, we have generated losses from operations, have an accumulated deficit and a working capital deficiency. These factors raise substantial doubt regarding our ability to continue as a going concern.

~~F-2~~In order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources and to develop a consistent source of revenues sufficient to meet our operating expenses. Our continuation as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from our planned business.

~~SAVOY~~Our ~~ENERGY~~ability ~~CORPORATION~~to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

~~CONSOLIDATED~~Off ~~STATEMENTS~~Balance OFSheet ~~OPERATIONS~~ Arrangements

	For the Year			For the Year
	Ended			Ended
	December 31,			December 31,
	2010			2009
REVENUE
Oil and gas revenues	$	56,461		$	35,885
Total revenues		56,461			35,885
COSTS AND EXPENSES
Lease operating expenses		37,403			8,068
General and administrative expense		1,252,698			847,047
Depletion, depreciation, amortization and impairment expense		2,763			650,813
Accretion expense		2,061			387
Gain on sales of assets		(310,264	)		-
Total costs and expenses		984,661			1,506,315
Operating loss		(928,200	)		(1,470,430	)
OTHER EXPENSES
Interest expense		(11,385	)		(47,296	)
Loss on settlement of debt		(185,433	)		-
Other income		7,595			-
Total other expenses		(189,223	)		(47,296	)
Net loss	$	(1,117,423	)	$	(1,517,726	)
Basic and diluted net loss per share	$	(0.02	)	$	(0.04	)
Weighted average common shares outstanding - basic and diluted		54,164,630			36,849,468

As of December 31, 2011, there were no off balance sheet arrangements.

~~See~~Defaults ~~notes~~upon toSenior ~~consolidated~~Securities ~~financial statements.~~

~~F-3~~In November 2009, the Company sold its working interest in the Zavadil well and 50% of its working interest in the Rozella Kiefer well. This constituted a significant sale of assets and as such rendered its notes dated October 25, 2010 (in the amount of $37,500), December 21, 2010 (in the original face amount of $32,500) and March 7, 2011 (in the original face amount of $30,000) in default. As a result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights.

~~SAVOY~~On ~~ENERGY~~March ~~CORPORATION~~22, 2010, the Company borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature and increased the face amount to $41,500. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $41,500 and any accrued interest was payable or convertible at a price of $0.01 per share. During the year ended December 31, 2011, an aggregate of $17,500 of the note was converted into 4,000,000 shares of common stock, leaving a principal balance owed under the note of $24,000 as of December 31, 2011, which amount is in default.

~~CONSOLIDATED~~On ~~STATEMENTS~~March OF22, ~~CHANGES~~2010, INthe ~~STOCKHOLDERS’~~Company ~~DEFICIT~~borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature and increased the face amount to $41,500. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $41,500 and any accrued interest was payable or convertible at a price of $0.01 per share. During the year ended December 31, 2011, an aggregate of $28,818 of the note was converted into 7,721,130 shares of common stock, leaving a principal balance owed under the note of $12,182 as of December 31, 2011, which amount is in default.

~~For~~On April 21, 2010, the ~~Years~~Company ~~Ended~~borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest is payable at maturity on December 31, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature. The convertible promissory note bears interest at 5% per annum and ~~2009~~matured on April 10, 2011, at which date the $40,000 and any accrued interest was payable or convertible at a price of $0.01 per share. On January 12, 2011, the holder converted $10,000 face amount of the note into 1,000,000 shares of the Company’s common stock valued at $14,000, based on fair market value using quoted market prices on the date of grant. The outstanding principal balance of the convertible promissory note at December 31, 2011 was $30,000, which amount was in default.

							Additional
	Common Stock						Paid-in			Accumulated
	Shares			Amount			Capital			Deficit			Total
Balances, December 31, 2008		60,400,000		$	60,400		$	(53,850	)	$	(64,266	)	$	(57,716	)
Cancellation of shares		(40,400,000	)		(40,400	)		40,400			-			-
Stock issued for:
Acquisition of Plantation Exploration, Inc.		8,000,000			8,000			114,132			-			122,132
Oil and gas properties		500,000			500			44,500			-			45,000
Services		2,796,000			2,796			458,454			-			461,250
Amortization of options		-			-			100,681			-			100,681
Net loss		-			-			-			(1,517,726	)		(1,517,726	)
Balances, December 31, 2009		31,296,000			31,296			704,317			(1,581,992	)		(846,379	)
Stock issued for:
Services		22,781,818			22,782			649,808			-			672,590
Debt conversion		9,568,182			9,568			478,532			-			488,100
Return of capital		-			-			(35,000	)		-			(35,000	)
Net loss		-			-			-			(1,117,423	)		(1,117,423	)
Balances, December 31, 2010		63,646,000		$	63,646		$	1,797,657		$	(2,699,415	)	$	(838,112	)

~~See~~On April 10, 2011, the two promissory notes todated ~~consolidated~~March ~~financial~~22, ~~statements~~2011, each in the original face amount of $40,000 and the promissory note dated April 21, 2010 in the original face amount of $40,000 went into default as a result of the Company’s non-payment.

~~F-4~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~SAVOY~~Pursuant ~~ENERGY~~to ~~CORPORATION~~Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

~~CONSOLIDATED~~Item ~~STATEMENTS~~8. OFFinancial ~~CASH~~Statements ~~FLOWS~~and Supplementary Data

	For the Year			For the Year
	Ended			Ended
	December 31,			December 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(1,117,423	)	$	(1,517,726	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion, depreciation, amortization and impairment		2,763			650,813
Accretion expense		2,061			387
Stock based compensation		672,590			562,431
Loss on settlement of debt		185,433			-
Gain on sale of assets		(310,264	)		-
Changes in assets and liabilities
Accounts receivable		2,372			3,776
Accounts payable and accrued liabilities		68,188			257,624
Net cash used in operating activities		(494,280	)		(42,695	)
Cash flows from investing activities:
Proceeds from sale of oil and gas properties		409,048			-
Capital expenditures for development of oil and gas properties		(40,043	)		-
Purchase of oil and gas properties		(28,900	)		-
Net cash provided by investment activities		340,105			-
Cash flows from financing activities:
Proceeds from issuance of debt		235,500			112,500
Return of capital		(35,000	)		-
Repayment of debt		(97,500	)		(10,000	)
Net cash provided by financing activities		103,000			102,500
Net increase in cash and cash equivalents		(51,175	)		59,805
Cash and cash equivalents, at beginning of year		60,345			540
Cash and cash equivalents, at end of year	$	9,170		$	60,345
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-
Non cash investing and financing activities:
Return of capital	$	52,800		$	-
Common stock issued for debt	$	67,500		$	-
Common stock issued for accrued expenses	$	178,500		$	33,194
Forgiveness of debt on sale of oil and gas properties	$	10,327			-
Acquisition of Plantation Exploration, Inc.	$	-		$	121,632
Cancellation of common stock	$	-		$	40,400
Oil and gas properties conveyed in exchange for debt	$	-		$	100,000
Common stock issued for oil and gas properties	$	-		$	45,000

See the financial statements annexed to this annual report.

~~See~~Item ~~notes~~9. toChanges ~~consolidated~~In ~~financial~~and ~~statements~~Disagreements with Accountants on Accounting and Financial Disclosure

~~F-5~~None.

~~SAVOY~~Item ~~ENERGY~~9A. ~~CORPORATION~~Controls and Procedures

~~NOTES~~Evaluation TOof ~~CONSOLIDATED~~Disclosure ~~FINANCIAL~~Controls ~~STATEMENTS~~and Procedures. The Company's Management under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer are responsible for establishing and maintaining "disclosure controls and procedures" (as defined in the Exchange Act) for the Company. Based on their evaluation of the Company's disclosure controls and procedures as of December 31, 2011, the Company's Management has concluded that the Company's disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Exchange Act and accumulated and communicated to the Company's Management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure.

~~NOTE~~Management’s 1Annual –Report ~~FINANCIAL~~on ~~STATEMENTS~~Internal ~~AND~~Control ~~BASIS~~Over OFFinancial ~~PRESENTATION~~Reporting

~~Savoy~~Management ~~Energy~~is ~~Corporation~~responsible ~~(the~~for ~~“Company”~~establishing orand ~~“we”)~~maintaining ~~was~~adequate ~~incorporated~~internal ascontrol ~~“Arthur~~over ~~Kaplan~~financial ~~Cosmetics,~~reporting ~~Inc~~for our company.” onOur ~~June~~control ~~25,~~system ~~2007,~~is indesigned to provide reasonable assurance regarding the ~~State~~reliability of ~~Nevada~~financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

On March 31, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”), and Plantation Exploration Acquisition, Inc. (“Acquisition Sub”), a newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the “Merger”) on April 2, 2009, with the filing of articles of merger with the Texas Secretary of State. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary.·

Onpertain ~~April~~to 3,the ~~2009,~~maintenance ~~we merged with another wholly-owned subsidiary~~ of ~~our~~records ~~company~~that, ~~known as Savoy Energy Corporation~~ in areasonable ~~short-form~~detail, ~~merger~~accurately ~~transaction under Nevada law~~ and, infairly ~~connection~~reflect ~~with~~the ~~this~~transactions ~~short~~and ~~form~~disposition ~~merger,~~of ~~changed~~ our ~~name~~assets; ~~to Savoy Energy Corporation.~~

Effective June 2, 2009, the Company’s board of directors approved a forward split of the Company’s common stock on the basis of four shares for each share issued and outstanding (4:1 split). The total number of authorized shares was not changed. The Company’s financial statements reflect the stock split on a retroactive basis.·

~~Certain~~provide ~~amounts~~reasonable inassurance ~~prior~~that ~~periods~~the ~~have~~transactions ~~been~~are ~~reclassified~~recorded toas ~~conform~~necessary to ~~current~~permit ~~period~~preparation ~~presentation.~~of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only with proper authorizations of management and directors; and

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Planation Exploration. Intercompany transactions and balances have been eliminated upon consolidation.·

~~NOTE~~provide 2reasonable -assurance ~~SIGNIFICANT~~regarding ~~ACCOUNTING~~prevention ~~POLICIES~~or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on the financial statements.

~~Use~~All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of ~~Estimates~~the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~The~~Because ~~preparation~~ of ~~financial~~inherent ~~statements~~limitations, ininternal ~~conformity~~control ~~with~~over ~~accounting~~financial ~~principles~~reporting ~~generally~~may ~~accepted~~not inprevent ~~the~~or ~~United~~detect ~~States~~misstatements. Also, projections of ~~America~~any ~~requires~~evaluation ~~management~~of effectiveness to ~~make~~future ~~estimates~~periods ~~and~~are ~~assumptions~~subject ~~that~~to ~~affect~~ the ~~reported~~risk ~~amounts~~that ofcontrols ~~assets~~may ~~and~~become ~~liabilities~~inadequate ~~and~~because ~~disclosure~~ of ~~contingent~~changes ~~assets~~in ~~and~~conditions, ~~liabilities~~or atthat the ~~date~~degree of ~~the~~compliance ~~financial~~with ~~statements and~~ the ~~reported~~policies ~~amounts~~or ofprocedures ~~revenues~~may ~~and expenses during the reporting period~~deteriorate. ~~Actual results could differ from those estimates.~~

~~The~~Management, ~~Company’s~~including ~~consolidated~~our ~~financial~~chief ~~statements~~executive ~~are~~officer, ~~based~~also onacting aas ~~number~~chief offinancial ~~significant estimates~~officer, ~~including~~assessed ~~oil and gas reserve quantities which are~~ the ~~basis~~effectiveness ~~for~~of ~~the~~our ~~calculation~~internal ofcontrol ~~depreciation,~~over ~~depletion~~financial ~~and~~reporting ~~impairment~~as of ~~oil~~December ~~and gas properties~~31, ~~and~~2011. ~~timing~~In ~~and~~making ~~costs~~this ~~associated~~assessment, ~~with~~management ~~its~~used ~~retirement obligations and share based compensation in which~~ the ~~estimated~~criteria ~~fair~~set ~~value~~forth isby ~~based upon~~ the ~~grant~~Committee ~~date~~of ~~fair~~Sponsoring ~~value~~Organizations of the ~~award~~Treadway ~~and~~Commission is(COSO) ~~recognized~~in asInternal ~~expense~~Control ~~over~~Over ~~the~~Financial ~~estimated~~Reporting ~~vesting~~– ~~period~~Guidance offor ~~the~~Smaller ~~stock~~Public ~~award using the straight-line method~~Companies.

~~Cash and Cash Equivalents~~21

~~Cash~~As ~~and~~of ~~cash~~December ~~equivalents~~31, ~~include~~2011, ~~cash~~our principal officers identified material weaknesses in ~~banks~~our ~~and~~internal control over financial ~~instruments~~reporting. ~~which~~A ~~mature~~material weakness is a significant deficiency (within ~~three~~the ~~months~~meaning of Public Company Accounting Oversight Board Auditing Standard No. 5), or combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the ~~date~~annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of ~~purchase~~their assigned functions. Each material weakness is discussed below.

~~Fair~~There ~~Value~~are inadequate and ineffective controls over the corporate financial statement close process. As a result of ~~Financial~~ineffective ~~Instruments~~procedures and controls, our December 31, 2008 and 2007 year-end financial statements were issued with material misstatements which resulted in a material restatement that was reflected in our restated consolidated financial statements included in the Form 10-K for fiscal year ended December 31, 2008. The ineffective procedures and controls occurred within our accounting process and involved account reconciliations, period cut-off procedures and manual journal entries that were not properly prepared and/or reviewed and approved. The Company intends to continue to rely on consulting professionals as needed until a permanent accounting and finance team is appointed. This weakness is due to the Company’s lack of working capital to hire additional staff.

AsThere atis ~~December~~a ~~31,~~lack ~~2010,~~of segregation of duties and technical accounting expertise. Our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our management does not possess accounting expertise and hence our controls over the ~~fair~~selection ~~value~~and application of ~~cash,~~accounting ~~accounts~~policies ~~receivable,~~in ~~accounts~~accordance ~~payable~~with generally accepted accounting principles were inadequate and ~~notes~~constitute ~~payable~~a ~~approximate~~material ~~carrying~~weakness ~~values~~in ~~because~~the design of internal control over financial reporting. This weakness is due to the ~~short-term~~Company’s ~~maturity~~lack of ~~these~~working ~~instruments~~capital to hire additional staff.

FThese material weaknesses led to the restatement of our consolidated financial results for previously issued 2008 and 2007 financial statements that were included in the Annual Report on Form 10-6K for fiscal year ended 2008. As a result of the material weaknesses described above, our management has determined that, as of December 31, 2011, we did not maintain effective internal control over financial reporting based on the COSO criteria.

~~Oil~~This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and ~~Gas~~Exchange ~~Properties~~Commission that permit us to provide only management’s report in this annual report.

~~The~~Changes ~~Company~~in ~~follows~~Internal ~~the~~Control ~~full~~over ~~cost~~Financial ~~method~~Reporting. ofDuring ~~accounting for its oil and natural gas properties, whereby all costs incurred in connection with~~ the ~~acquisition,~~last ~~exploration~~quarter ~~for and development~~ of ~~petroleum~~the ~~and~~Company's ~~natural~~fiscal ~~gas~~year ~~reserves~~ended ~~are~~December ~~capitalized. Such costs include lease acquisition~~31, ~~geological and geophysical activities~~2011, ~~rentals~~there onwere ~~non-producing~~no ~~leases,~~changes ~~drilling,~~in ~~completing~~the ~~and~~Company's ~~equipping~~internal ofcontrol ~~oil~~over ~~and~~financial ~~gas~~reporting ~~wells~~during ~~and~~the ~~administrative~~period ~~costs~~covered ~~directly~~by ~~attributable~~this toreport ~~those~~that ~~activities~~have ~~and~~materially ~~asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs~~affected, ~~with no gain~~ or ~~loss~~are ~~recognized~~reasonably ~~unless~~likely ~~such~~to ~~adjustment~~materially ~~would significantly alter the relationship between capital costs and proved reserves of oil and gas~~affect, ~~in which case~~ the ~~gain~~Company's orinternal ~~loss~~control isover ~~recognized~~financial ~~to income~~reporting.

~~Depletion~~Item ~~and depreciation of proved oil and gas properties is calculated on the units-of-production method based upon estimates of proved reserves~~9B. ~~Such~~Other calculations include the estimated future costs to developed proved reserves. Oil and gas reserves are converted to a common unit of measure based on the energy content of 6,000 cubic feet of gas to one barrel of oil. Costs of undeveloped properties are not included in the costs subject to depletion. These costs are assessed periodically for impairment.Information

~~The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made~~None. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For the Company, asset retirement obligations (“ARO”) relate to the plugging and abandonment of drilled oil and gas properties. The amounts recognized are based upon numerous estimates including future retirement costs; future recoverable reserve quantities and reserve lives; and the credit-adjusted risk-free interest rate.

~~Ceiling~~PART ~~test~~III

InItem applying the full cost method, The Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the value of its proved reserves discounted at a 10~~-percent~~. ~~interest rate of future net revenues~~Directors, ~~based~~Executive onOfficers ~~current economic~~ and ~~operating~~Corporate conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties.Governance

~~Oil~~The following information sets forth the names of our current directors and ~~gas~~executive ~~properties~~officers, ~~not~~their ~~subject~~ages toas ~~amortization~~of December 31, 2011 and their then positions.

The amortization of the oil and gas properties not classified as proved begins when the oil and gas properties become proved, or their values become impaired. The Company assesses the realizability of its properties not characterized as proved on at least an annual basis or when there is or has been an indication that an impairment in value may have occurred. The impairment of properties not classified as proved is assessed based on management’s intention with regard to future exploration and development of individually significant properties, and the Company’s ability to secure capital funding to finance such exploration and development. If the result of an assessment indicates that a property is impaired, the amount of the impairment is added to the capitalized costs in its full cost pool and they are amortized over production from proved reserves.


Name	Age	Office(s) Held
Arthur Bertagnolli	64	President, Chief Executive Officer, Chief Financial Officer and Director

~~Revenue~~Set ~~Recognition~~forth below is a brief description of the background and business experience of our current executive officers and directors.

~~Revenues~~Arthur ~~from~~Bertagnolli ~~the~~has ~~sale~~been ofour ~~oil~~President, CEO, CFO and ~~natural~~director ~~gas~~since ~~are~~2007. ~~recognized~~He ~~when~~oversees ~~the~~all ~~product~~responsibilities isin ~~delivered~~the atareas aof ~~fixed~~corporate oradministration, ~~determinable~~business ~~price~~development, ~~title~~and ~~has~~research. ~~transferred~~Mr. Bertagnolli began performing contract work for Plantation Exploration in 1988, and ~~collectability~~became isa ~~reasonably~~full-time ~~assured~~employee in 1997. He served as our vice-president from 2000 until 2007, and ~~evidenced~~became byour aPresident ~~contract~~in 2007. ~~For~~ His duties have included oil ~~sales~~field management, ~~this~~competitive ~~occurs~~intelligence, ~~when~~demographic studies, strategic marketing, contract negotiations, account acquisition and retention, and advertising and promotion. Mr. Bertagnolli followed in the ~~customer's~~footsteps ~~truck~~of ~~takes~~his ~~delivery~~late father, who retired from Shell Oil after 33 years of service, by beginning his oil ~~from~~and gas career with Dresser Industries in 1980. He is a graduate of the ~~operators’~~University ~~storage~~of ~~tanks~~South Florida with a B.A. in Management.

The Company follows the “sales method” of accounting for oil and natural gas revenue, so it recognizes revenue on all natural gas or crude oil sold to purchasers, regardless of whether the sales are proportionate to its ownership in the property. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than its share of the expected remaining proved reserves.22

~~Costs~~Employment ~~associated~~Agreements ~~with production are expensed in the period incurred.~~

~~Stock~~On July 27, 2010, the Company entered into an Employment Agreement with Mr. Bertagnolli to serve as the Company’s President and Chief Executive Officer. The Agreement, which replaces and supersedes a prior Employment Agreement, is effective as of June 1, 2010, has a term of two (2) years from the effective date and is automatically renewed for additional terms of one year each thereafter, which employment agreement has automatically renewed for the period from June 1, 2012 to June 1, 2013. It provides for a base salary of $15,000 per month together with certain perquisites and annual grants of employee stock options at the discretion of the Company’s board of directors. A copy of the Agreement is attached as Exhibit 10.1 to the Company’s Form 8-~~Based~~K/A ~~Compensation~~Current Report filed on August 16, 2010.

~~Stock-based~~Family ~~compensation~~Relationships expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method.

~~F-7~~There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

~~Deferred~~Involvement ~~Taxes~~in Certain Legal Proceedings

~~Deferred~~To ~~taxes~~the ~~are~~best ~~provided~~of onour knowledge, during the ~~liability~~past ~~method~~ten ~~whereby~~years, ~~deferred~~none ~~tax~~of ~~assets~~the ~~are~~following ~~recognized~~occurred ~~for~~with ~~deductible~~respect ~~temporary~~to ~~differences~~a ~~and~~present ~~operating~~or ~~loss~~former ~~and~~director, ~~tax~~executive ~~credit~~officer, ~~carry~~or ~~forwards~~employee: ~~and~~(1) ~~deferred~~any ~~tax~~bankruptcy ~~liabilities~~petition ~~are~~filed ~~recognized~~by ~~for~~or ~~taxable~~against ~~temporary~~any ~~differences.~~business ~~Temporary~~of ~~differences~~which ~~are~~such person was a general partner or executive officer either at the ~~differences~~time ~~between~~of the ~~reported~~bankruptcy ~~amounts~~or ofwithin ~~assets~~two ~~and~~years ~~liabilities~~prior ~~and~~to ~~their~~that ~~tax~~time; ~~bases.~~(2) ~~Deferred~~any ~~tax~~conviction ~~assets~~in ~~are~~a ~~reduced~~criminal byproceeding or being subject to a ~~valuation~~pending ~~allowance~~criminal ~~when~~proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, injudgment ~~the~~or ~~opinion~~decree, not subsequently reversed, suspended or vacated, of ~~management~~any court of competent jurisdiction, itpermanently isor ~~more~~temporarily ~~likely~~enjoining, ~~than~~barring, ~~not~~suspending ~~that~~or ~~some~~otherwise ~~portion~~limiting his or ~~all~~her involvement in any type of ~~the~~business, ~~deferred~~securities ~~tax~~or ~~assets~~banking ~~will~~activities; ~~not~~and be(4) ~~realized.~~being ~~Deferred~~found ~~tax~~by ~~assets~~a ~~and~~court ~~accrued~~of ~~tax~~competent ~~liabilities~~jurisdiction ~~are~~(in ~~adjusted~~a ~~for~~civil action), the ~~effects~~SEC ofor ~~changes~~the inCommodities ~~tax~~Futures ~~laws~~Trading ~~and~~Commission ~~rates~~to onhave violated a federal or state securities or commodities law, and the ~~date~~judgment ofhas ~~enactment~~not been reversed, suspended or vacated.

~~Earnings~~Audit ~~(Loss)~~Committee ~~per Share of Common Stock~~

~~Basic~~Our ~~net~~company ~~income~~currently ~~per~~does ~~share~~not ~~calculations~~have ~~are~~nominating, ~~determined~~compensation byor ~~dividing~~audit ~~net~~committees ~~income~~or ~~(loss)~~committees byperforming ~~the~~similar ~~weighted~~functions ~~average~~nor ~~number~~does ofour ~~common~~company ~~shares~~have ~~outstanding~~a ~~during~~written ~~the~~nominating, ~~reporting~~compensation ~~period~~or audit committee charter. ~~Diluted~~ ~~net~~There ~~income~~has ~~per~~been ~~share~~no ~~calculations~~need ~~are~~to ~~determined~~delegate byfunctions ~~dividing~~to ~~net~~these ~~income~~committees ~~(loss)~~due byto the ~~weighted~~fact ~~average~~that ~~number~~our ofoperations ~~common~~are ~~shares~~at ~~and~~a ~~dilutive~~very ~~common~~early ~~share~~stage ~~equivalents~~to ~~outstanding.~~justify ~~During~~ the ~~reporting~~effort ~~period~~and ~~when~~expense ~~they~~of ~~are~~creating ~~anti-dilutive,~~and ~~common~~maintaining ~~share~~these ~~equivalents, if any, are not considered in the computation~~committees.

~~Recent~~Code ~~Accounting~~of ~~Pronouncements~~Ethics

~~The~~As ~~Company~~of ~~does~~December ~~not~~31, ~~expect~~2011, ~~recent~~we ~~accounting~~have ~~standards~~not ~~or interpretations issued or recently~~ adopted ~~to have~~ a ~~material~~Code ~~impact~~of ~~on the Company’s consolidated financial position, operations or cash flows~~Ethics.

~~NOTE~~Board 3of -Directors ~~GOING~~Meetings ~~CONCERN~~

The Company’s ~~consolidated~~had ~~financial~~four ~~statements~~official ~~are~~meetings ~~prepared~~of ~~using generally accepted accounting principles applicable to a going concern which contemplates~~ the ~~realization~~Board of ~~assets~~Directors ~~and liquidation~~ of ~~liabilities in~~ the ~~normal~~Company ~~course~~during ofthe ~~business.~~last Asfiscal ofyear ending December 31, ~~2010,~~2011. Each member of the Company’s ~~has~~Board aof ~~working~~Directors ~~capital~~is ~~deficit~~encouraged, ~~has~~but ~~generated~~not ~~limited~~required ~~revenues and has an accumulated deficit. These factors raise substantial doubt regarding the Company’s ability~~ to ~~continue~~attend asshareholder ~~a going concern~~meetings.

InCORPORATE ~~order~~GOVERNANCE to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues sufficient to meet operating expenses. The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's operations.

The ~~accompanying~~Company ~~financial~~promotes ~~statements~~accountability dofor ~~not~~adherence ~~include~~to ~~any~~honest ~~adjustments~~and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that ~~might~~the beCompany ~~necessary~~files ifwith the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; isand ~~unable~~strives to ~~continue~~be ascompliant awith ~~going~~applicable ~~concern~~governmental laws, rules and regulations.

~~NOTE~~Risk 4Oversight ~~– BUSINESS COMBINATION~~

OnEffective ~~March~~risk ~~31,~~oversight ~~2009,~~is ~~the Company entered into~~ an ~~Agreement~~important ~~and~~priority ~~Plan~~ of ~~Merger (~~the ~~“Merger~~Board ~~Agreement”)~~of ~~with~~Directors. ~~Plantation~~Because ~~Exploration,~~risks ~~Inc.,~~are aconsidered ~~privately~~in ~~held~~virtually ~~Texas~~every ~~corporation~~business ~~(“Plantation Exploration”)~~decision, ~~and~~the ~~Plantation~~Board ~~Exploration~~of ~~Acquisition,~~Directors ~~Inc.~~discusses ~~(“Acquisition~~risk ~~Sub”),~~throughout the ~~Company’s~~year ~~newly~~generally ~~formed~~or ~~wholly-owned~~in ~~Nevada~~connection ~~subsidiary.~~with Inspecific ~~connection~~proposed ~~with~~actions. ~~the~~The ~~closing~~Board of ~~this~~Directors’ ~~merger~~approach ~~transaction,~~to ~~Acquisition~~risk ~~Sub~~oversight ~~merged~~includes ~~with~~understanding ~~and~~the ~~into~~critical ~~Plantation~~risks ~~Exploration~~in (the ~~“Merger”)~~Company’s onbusiness ~~April~~and 2strategy, ~~2009,~~evaluating ~~with~~ the ~~filing~~Company’s ofrisk ~~articles~~management ofprocesses, ~~merger~~allocating ~~with~~responsibilities ~~the~~for ~~Texas~~risk ~~secretary~~oversight ofamong ~~state.~~the Asfull aBoard ~~result~~ of ~~the Merger~~Directors, ~~Plantation~~and ~~Acquisition~~fostering noan ~~longer~~appropriate ~~exists~~culture ~~and~~of ~~Plantation~~integrity ~~Exploration~~and ~~became~~compliance ~~the~~with ~~Company’s~~legal ~~wholly-owned subsidiary~~responsibilities.

The ~~preliminary~~Board ~~purchase~~of ~~price~~Directors exercises direct oversight of ~~Plantation~~strategic ~~Exploration~~risks ~~was~~to ~~approximately~~the ~~$160,000,~~Company. ~~consisting~~The ofAudit Committee reviews and assesses the Company’s ~~common~~processes ~~stock~~to ~~valued~~manage atbusiness ~~approximately~~and ~~$160,000.~~financial ~~The~~risk ~~value~~and offinancial ~~the~~reporting ~~2,000,000~~risk. ~~shares~~It ofalso reviews the Company’s ~~common~~policies ~~stock~~for ~~issued~~risk ~~was~~assessment ~~determined~~and ~~using~~assesses ~~acquisition-date~~steps ~~fair~~management ~~value~~has oftaken $0to control significant risks.08 ~~per~~The ~~share~~Compensation onCommittee ~~April~~oversees 2risks relating to compensation programs and policies. In each case management periodically reports to our Board or relevant committee, ~~2009~~which provides guidance on risk assessment and mitigation.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation herein was based on management’s assessment of the fair value of both the assets acquired and liabilities assumed.23

~~F-8~~Section 16(a) Beneficial Ownership Reporting Compliance

Current assets	$	6,000
Property, plant, and equipment		862,000
Other noncurrent assets		-
Identifiable intangible assets		-
Goodwill		-
Total assets acquired		868,000
Current liabilities		708,000
Other noncurrent liabilities		-
Long-term debt		-
Total liabilities assumed		708,000
Net assets acquired	$	160,000

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our Directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act.

~~There~~None ~~were~~of noour ~~acquired identifiable intangible assets~~Directors, ~~customer~~officers ~~relationships,~~and ~~developed~~greater ~~technology~~than ~~or trade~~ten ~~names.~~percent ~~The~~shareholders ~~excess~~have ofcomplied with the ~~fair~~applicable ~~value~~filing requirements of ~~the~~Section ~~consideration~~16(a) ~~paid~~to bydate. ~~the~~This ~~Company~~includes ~~over~~our ~~the~~current ~~fair~~sole ~~value~~officer ofand ~~the~~Director, ~~net~~Arthur ~~assets~~Bertagnolli, ofand ~~Plantation~~our ~~Exploration~~former ~~was~~Directors, ~~assigned~~William toF. ~~its~~Howell, ~~oil~~Raymond ~~and~~F. ~~gas~~Crabbe, ~~properties~~Charles ~~(property,~~J. ~~plant~~Jacobus and ~~equipment~~Donald inC. ~~the table above)~~Rusk.

~~The~~Item ~~following~~11. ~~(unaudited)~~Executive ~~pro forma consolidated results of operations have been prepared as if the acquisition of Plantation Exploration, LLC had occurred as of the first day of the year ended December 31, 2009:~~Compensation

	2009
Total revenues	$	48,000
Net loss		(1,800,000	)
Net loss per share—Basic		(0.05	)
Net loss per share—Diluted		(0.05	)

Summary Compensation Table

The ~~pro~~table ~~forma~~below ~~information~~summarizes isall ~~presented~~compensation ~~for~~awarded ~~informational~~to, ~~purposes~~earned ~~only~~by, ~~and~~or ispaid ~~not~~to ~~necessarily~~both ~~indicative~~to ofour ~~the~~officers ~~results~~and ofto ~~operations~~our ~~that~~directors ~~actually~~for ~~would~~all ~~have~~services ~~been~~rendered ~~achieved~~in ~~had~~all ~~the~~capacities ~~acquisition~~to ~~been~~us ~~consummated~~for asour offiscal ~~that~~years ~~time,~~ended ~~nor~~December is31, it2011 ~~intended~~and ~~to be a projection of future results~~2010.

In addition, pursuant to the terms and conditions of the Merger Agreement:


				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and principal position	Year	($)	($)	($)	($)	($)	($)

Arthur Bertagnolli,
President, CEO, CFO, and Director	2011	180,000	0	1,000	0	0	181,000

	2010	149,972	0	286,500	0	0	436,472

·Does ~~The~~not ~~sole~~include ~~shareholder~~perquisites ofand ~~all~~other ofpersonal benefits, or property, unless the ~~capital~~aggregate ~~stock~~amount of ~~Plantation~~such ~~Exploration’s~~compensation ~~issued~~is ~~and~~more ~~outstanding~~than ~~immediately~~$10,000. ~~prior~~No toexecutive ~~the~~officer ~~closing~~earned ofany ~~the~~non-equity ~~Merger~~incentive ~~exchanged~~plan ~~his~~compensation ~~shares~~or ~~into~~nonqualified ~~2,000,000~~deferred ~~pre-split~~compensation ~~(8,000,000~~during ~~post-split)~~the ~~shares~~periods reported above. The value of the ~~Company’s~~Stock ~~common~~Awards ~~stock.~~and AsOption aAwards ~~result,~~in the ~~sole~~table ~~shareholder~~above ofwere ~~Plantation~~calculated ~~Exploration~~based ~~received~~on ~~2,000,000~~the ~~pre-split~~fair ~~(8,000,000~~value ~~post~~of ~~-split)~~such ~~newly~~securities ~~issued~~calculated ~~shares~~in ofaccordance ~~the~~with ~~Company’s~~Financial ~~common~~Accounting ~~stock~~Standards Board Accounting Standards Codification Topic 718.

·(1) ~~Our~~Represents ~~board~~the ofvalue ~~directors~~attributed ~~was reconstituted~~ to ~~consist of Arthur Bertagnolli who, prior to~~ the ~~Merger~~1,000 ~~was~~shares ~~the sole director~~ of ~~Plantation Exploration. In connection with such, we entered into an employment agreement (“Employment Agreement”) with Mr. Bertagnolli to serve as CEO and director of our company. The terms of~~ the ~~Employment~~Company’s ~~Agreement~~Series ~~are~~A ~~set~~Preferred ~~forth below~~Stock.

·Narrative ~~Immediately~~Disclosure ~~following the closing of the Merger, in a separate transaction, the Company’s former Chief Executive Officer and sole director, Mr. Arthur Kaplan, agreed~~ to ~~purchase~~ the ~~Company’s~~Summary ~~former~~Compensation ~~cosmetics~~Table business in exchange for the cancellation and return of all of his common stock into treasury and the forgiveness of debts owed to him. Specifically, in the stock purchase agreement, Mr. Kaplan retired 10,100,000 pre-split (40,400,000 post split) shares of the Company’s common stock and forgave the Company $33,194 in related party payables in exchange for our prior business of developing, manufacturing, and selling organic personal care products specifically for men and any assets that relate to that business. Subsequent to this transaction, there were 7,000,000 pre-split (28,000,000 post-split) shares of the Company’s common stock issued and outstanding.

~~F-9~~We currently compensate our officers and we reserve the right to provide compensation in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

~~Employment~~Outstanding ~~Agreement~~Equity Awards at Fiscal Year-End

~~Pursuant~~We todid ~~the~~not ~~terms~~have ~~and~~any ~~conditions~~outstanding equity awards as of ~~the~~December ~~Employment~~31, ~~Agreement~~2011, ~~entered~~nor ~~into~~have atwe ~~the~~granted ~~time~~any ofequity ~~the~~awards ~~Merger:~~since December 31, 2011.

~~Mr.~~Stock ~~Bertagnolli~~Option ~~will~~Grants serve as President, CEO, Chairman and sole director of the Company and Plantation Exploration. The Company agreed to compensate Mr. Bertagnolli $14,000 per month for the first 12 months and $20,000 per month for the second 12 month period. As of December 31, 2009 we have accrued $84,000 as payable to Mr. Bertagnolli for his salary. The Company issued 400,000 post-split shares of common stock to Mr. Bertagnolli as payment for $70,000 of his salary payable.

~~The~~We ~~Company~~have ~~agreed~~not togranted ~~issue~~any ~~Mr.~~stock ~~Bertagnolli~~ options to ~~purchase~~the ~~1,000,000~~executive ~~pre-split~~officers ~~shares~~or ~~(4,000,000~~directors ~~post-split)~~since of our ~~common stock at an exercise price of $1~~inception.00 per share that will vest in 2 years from the date of the agreement. The fair value of the options is $242,426 which was valued using the Black-Scholes pricing model at the date of grant. Variables used in the Black-Scholes pricing model include (1) discount rate of 1.35%, (2) expected term of 5 years, (3) expected volatility of 142% and (4) zero expected dividends.

The Company further agreed to issue Mr. Bertagnolli options to purchase up to 5% of our outstanding common stock at an exercise price of $1.00 per share that will vest in 2 years from the date of the agreement. The Company and Mr. Bertagnolli have since agreed that the number of options issuable under the agreement was to be 4,000,000 shares of our common stock under the same terms. The fair value of the options is $181,820 which was valued using the Black-Scholes pricing model at the date of grant. Variables used in the Black-Scholes pricing model include (1) discount rate of 1.35%, (2) expected term of 5 years, (3) expected volatility of 142% and (4) zero expected dividends.24

~~Under~~Compensation ~~the Employment Agreement, the Company is obligated to pay Mr. Bertagnolli a cash bonus~~ of 5%Directors ~~of the net proceeds of any sale of the Company to any larger oil and gas company, with an additional 5% if Mr. Bertagnolli secures the purchaser.~~

~~On July 27, 2010, the Company entered into a new Employment Agreement with Mr. Bertagnolli to serve as the Company’s President and Chief Executive Officer.~~ The ~~Agreement,~~table ~~which~~below ~~replaces~~summarizes ~~and~~all ~~supersedes~~compensation ~~the prior Employment Agreement, is effective as~~ of ~~June~~our 1, 2010 and has a term of two (2) years from the effective date. Unless terminated within one year of its expiration, the Agreement is automatically renewed for additional terms of one year each. It provides for a base salary of $15,000 per month together with certain perquisites and annual grants of employee stock options at the discretion of the Company’s board of directors~~. A~~ ~~copy~~as of ~~the~~December ~~Agreement is attached as Exhibit 10.1 to the Company’s Form 8-K/A Current Report filed on August 16~~31, ~~2010~~2011.

NOTE 5 – OIL AND GAS PROPERTIES


DIRECTOR COMPENSATION
	Fees Earned			Non-Equity	Non-Qualified
	Or			Incentive	Deferred	All
	Paid in	Stock	Option	Plan	Compensation	Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)(2)	($)	($)	($)	($)
Arthur Bertagnolli (1)	-	-	-	-	-	-	-
William F. Howell (3)	-	-	-	-	-	-	-
Raymond F. Crabbe (3)	-	-	-	-	-	-	-
Charles J. Jacobus (3)	-	-	-	-	-	-	-
Donald C. Rusk (3)	-	-	-	-	-	-	-

On(1) ~~March~~Mr. ~~31,~~Bertagnolli ~~2010,~~did not receive any compensation separate from the ~~Company~~consideration ~~acquired~~he areceived ~~2.75%~~as ~~working~~an ~~interest~~officer inof the ~~Glass~~Company 59for #2the ~~well~~year inended ~~Sterling~~December ~~County~~31, 2011 in consideration for ~~approximately~~his ~~$13,000,~~service ~~Texas~~to ~~that~~the isBoard ~~operated~~as bya ~~Bright~~Director &of the Company.

In(2) ~~June~~Represents ~~2010,~~ the ~~Company~~fair ~~acquired~~value ~~the Davis-Cornell oil and gas lease for $28,900. The lease acreage is located in Gonzales County, Texas, and is comprised~~ of ~~144 acres. The Company acquired a 75% undivided working interest in~~ the ~~unproven~~grant ~~reserves,~~of ~~and~~certain ~~the~~options ~~sellers retained a 25% undivided working interest. In July 2010, the Company sold a 92.5% undivided interest in its Eagle Ford formation “deep rights” located in Gonzales County, Texas~~ to ~~Lucas~~purchase ~~Energy,~~shares ~~Inc.~~of ~~for~~our ~~$123,228. The~~common ~~“deep~~stock ~~rights”~~calculated ~~sold are unevaluated oil and gas properties. The Company retained its existing working interests~~ in ~~the~~accordance ~~Austin~~with ~~Chalk~~Financial ~~producing~~Accounting ~~formation.~~Standards ~~During~~Board ~~the~~Accounting ~~three~~Standards ~~months~~Codification ~~ended~~Topic ~~December 31, 2010, the Company recognized a gain of $94,381 on sale of assets~~718.

~~During~~(3) ~~the~~Resigned ~~year~~effective ~~ended~~ December 315, ~~2010, the Company incurred development costs on its oil and gas properties totaling $40,043~~2011.

~~F-10~~Narrative Disclosure to the Director Compensation Table

~~During~~At ~~June~~this ~~2010~~time, ~~the~~we ~~Company~~pay ~~entered~~our ~~into~~directors anonly ~~option~~stock agreement with a shareholder and working interest participant in certain oil and gas properties located in Gonzales County, Texas to allow the shareholder to put their interest in the properties to the Companycompensation. ~~Pursuant~~ toWe ~~the~~do ~~option~~not ~~agreement,~~pay ~~Savoy~~any ~~agreed~~cash tocompensation ~~issue 2,640,000 shares of common stock~~ to ~~the~~our ~~shareholder,~~directors ~~together~~at ~~with~~this ~~future monthly payments of $5,000 per month to the shareholder until the holding period lapses and the restrictive legend can be removed from the face of the share certificate~~time. ~~Upon~~ ~~the restriction removal~~However, ~~the~~we ~~monthly~~reserve ~~payment will cease and~~ the ~~shareholder~~right ~~has the option~~ to ~~assign~~compensate ~~their~~our ~~interest~~directors in the ~~oil~~future ~~and~~with ~~gas properties to Savoy. The 2~~cash,~~640,000~~ ~~shares of common~~ stock ~~granted to the shareholder were valued at $52~~,~~800,~~ ~~based on fair market value using quoted market prices on the date of grant and was recorded as a return of capital to the shareholder. During the year ended December 31~~options, ~~2010,~~or ~~the~~some ~~Company~~combination ~~paid $35,000 to the shareholder under the agreement which was recorded as a return~~ of ~~capital to~~ the ~~shareholder~~above.

InStock ~~May~~Option ~~2010,~~Plans the Company sold certain overriding royalty interests to Lucas Energy, Inc. for $92,568. The overriding royalty interests are associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $92,568 were recognized as a gain on sale of assets. During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $92,558 recognized in the three months ended June 30, 2010 and determined that a gain of $68,902 was the gain on sale of assets. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.

InWe ~~June~~did ~~2010,~~not ~~the~~have ~~Company sold~~ a ~~92.5%~~stock ~~undivided~~option ~~interest~~plan in ~~its~~place Eagle Ford formation “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $140,752. The “deep rights” sold are unevaluated oil and gas properties associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $140,752 were recognized as ~~a gain on sale~~ of ~~assets.~~December ~~During the three months ended September 30~~31, ~~2010, management re-assessed its initial accounting for the gain of $140,752 recognized in the three months ended June 30, 2010 and determined that a gain of $104,104 was the gain on sale of assets~~2011. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.

InItem ~~September 2010, the Company sold its 51~~12.5% ~~working~~Security ~~and~~Ownership ~~revenue interest and the support equipment on the Ali-O No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds~~ of ~~$52,500~~Certain ~~and~~Beneficial ~~forgiveness~~Owners ~~of payables in the amount of $10,327. The proceeds associated with the support equipment~~ and ~~forgiveness~~Management ~~of payable totaling $42,877 was recorded as a gain on sale of assets. The proceeds associated with working~~ and ~~revenue~~Related ~~interest~~Stockholder ~~totaling $19,950 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.~~Matters

~~NOTE~~The 6following –table ~~ASSET~~sets ~~RETIREMENT~~forth ~~OBLIGATIONS~~certain information known to us with respect to the beneficial ownership of our Common Stock as of January 21, 2013, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

InExcept ~~accordance~~as ~~with~~otherwise ~~ASC 410~~indicated, ~~“Accounting~~all ~~for~~Shares ~~Asset~~are ~~Retirement~~owned ~~Obligations”~~directly ~~Savoy~~and ~~records~~ the ~~fair~~percentage ~~value~~shown ~~of a liability for asset retirement obligations (“ARO”) in the period in which it~~ is ~~incurred~~based ~~and~~on a202,248,656 ~~corresponding~~shares ~~increase in the carrying amount~~ of ~~the~~common ~~related~~stock ~~long-lived~~and ~~asset.~~1,000 ~~The~~shares ~~present value~~ of ~~the~~Series ~~estimated~~A ~~asset~~Preferred ~~retirement~~Stock ~~cost~~issued isand ~~capitalized~~outstanding as ~~part~~ of ~~the~~January ~~carrying~~21, ~~amount~~2013. ofAddresses ~~the~~for ~~long-lived~~all ~~asset and is depreciated over the useful life~~ of the ~~asset.~~individuals ~~Savoy~~listed ~~accrues an abandonment liability associated with its oil and gas wells when those assets are placed~~ in ~~service. The ARO is recorded at its estimated fair value and accretion is recognized over time as~~ the ~~discounted~~table ~~liability~~below isunless ~~accreted~~otherwise tostated ~~its~~are ~~expected~~c/o ~~settlement~~Savoy ~~value.~~Energy ~~Fair~~Corporation, ~~value~~2100 isWest ~~determined~~Loop bySouth, ~~using the expected future cash outflows discounted at Savoy's credit-adjusted risk-free interest rate~~Ste. No900, ~~market~~Houston, ~~risk premium has been included in Savoy's calculation of the ARO balance~~Texas 77027.

The following is a description of the changes to the Company's asset retirement obligations for the years ended December 31,


Name	Class	Beneficial	Percentage	Percentage of
	of Stock	Ownership	of Class	Total Voting Shares
Arthur Bertagnolli	Common	18,400,000	9.1%
	Series A Preferred	1,000	100%	55.5% (1)

Directors and Officers
Total (one person)	Common	18,400,000	9.1%
	Series A Preferred	1,000	100%	55.5% (1)

	2010			2009
Asset retirement obligations at beginning of year	$	9,683		$	-
Acquisition of properties		-			9,296
Sale of properties		(3,189	)		-
Accretion expense		2,061			387
Asset retirement obligations at end of year	$	8,555		$	9,683

~~F-11~~5% Shareholders

~~NOTE~~None. ~~7 – NOTES PAYABLE~~

On(1) ~~September~~The ~~24,~~Series ~~2008,~~A ~~Plantation~~Preferred ~~Exploration,~~Stock ~~Inc.~~has ~~entered~~the ~~into~~right, voting as a ~~financing~~class, ~~agreement~~to ~~with~~vote ~~Oil~~51% ~~Investment~~of ~~Leases,~~the ~~Inc.~~vote ~~(OIL)~~on ~~for~~any ~~cash~~and ~~advances~~all ~~totaling~~shareholder ~~$290,000~~matters. OnAs ~~January 27~~such, ~~2009~~based ~~and~~on ~~May 4~~202, ~~2009~~248,656 ~~the~~voting ~~Company~~shares ~~amended~~issued ~~the~~and ~~September 24~~outstanding, ~~2008 agreement with OIL for advance cash payments under~~ the ~~demand~~Series ~~loan~~A ~~and~~Preferred toStock ~~assign~~has the ~~debt~~right ~~from Plantation Exploration~~ to ~~Savoy.~~vote ~~The~~210,503,630 ~~amended~~voting ~~agreements~~shares, ~~provided~~based ~~for~~on a total ~~borrowings~~ of ~~$335~~412,~~000 and $360~~752,~~000,~~216 ~~respectively,~~shares ~~due~~eligible onto ~~demand~~vote. ~~The~~Does ~~interest~~not isinclude ~~payable in-kind at 5~~100,000,000 shares of common stock ofwhich the Company ~~for~~has ~~each~~agreed ~~month~~to ~~the~~issue ~~debt~~to ~~remains unpaid~~Mr. ~~During~~Bertagnolli, ~~the~~which ~~year~~shares ~~ended~~have ~~December~~not ~~31,~~been ~~2010,~~issued ~~the~~to ~~Company~~date ~~has~~as ~~made~~the ~~payment~~Company ~~reductions~~does ~~totaling~~not ~~$77,500~~have ~~and~~sufficient ~~issued~~authorized ~~7,350,000~~but unissued shares of common stock ~~with~~to aallow ~~fair~~for ~~value~~such ~~of $309,600 based on the quoted market value on the grant date~~issuance. ~~As of December 31, 2010, the outstanding balance of advances from OIL was $282,500.~~

OnExcept ~~December~~as ~~29,~~provided ~~2009~~below, ~~the~~none ~~Company~~of ~~borrowed~~our ~~$50,000~~Director(s) ~~from~~or ~~two~~executive ~~non-related~~officers, ~~third~~nor ~~parties~~any ~~bearing~~proposed ~~interest~~nominee atfor 5%election ~~per~~as ~~annum.~~a ~~The~~Director, ~~loans~~nor ~~are~~any ~~unsecured~~person ~~and~~who ~~the~~beneficially ~~principal~~owns, ~~and~~directly ~~accrued~~or ~~and~~indirectly, ~~unpaid~~shares ~~interest~~carrying ~~was~~more ~~payable~~than at5% ~~maturity~~of onthe ~~June~~voting ~~30,~~rights ~~2010.~~attached ~~The~~to ~~Company~~all ~~used~~of ~~the~~our ~~proceeds~~outstanding ~~for~~shares, ~~working~~nor ~~capital.~~any ~~One~~members of the ~~notes~~immediate ~~with~~family an(including ~~outstanding~~spouse, ~~principal~~parents, ~~balance~~children, siblings, and in-laws) of ~~$25,000~~any ~~plus~~of ~~accrued~~the ~~interest~~foregoing ~~was~~persons ~~repaid~~has onany ~~July~~material 1interest, ~~2010;~~direct ~~the~~or ~~other~~indirect, ~~note~~in ~~with~~any antransaction ~~outstanding~~over ~~principal~~the ~~balance~~last oftwo ~~$25,000~~years ~~plus~~or ~~accrued~~in ~~interest~~any ~~was~~presently ~~repaid~~proposed intransaction ~~full~~which, onin ~~July~~either 6case, ~~2010~~has or will materially affect us.

On ~~March~~September 199, ~~2010~~2011, ~~the~~we ~~Company~~entered ~~borrowed~~into ~~$40,000~~a ~~from~~Promissory ~~non-related~~Note ~~third~~in ~~parties~~the ~~bearing~~amount ~~interest~~of at$96,499 5%with ~~per~~Arthur ~~annum.~~Bertagnolli, ~~The~~the ~~loans~~Chief ~~are~~Executive ~~unsecured~~Officer and Director of the ~~principal~~Company ~~and~~to ~~accrued~~evidence ~~and~~amounts ~~unpaid~~previously ~~interest~~loaned isto ~~payable~~the atCompany ~~maturity~~by onMr. ~~April~~Bertagnolli ~~10,~~(the ~~2011~~“Bertagnolli Note”). The ~~Company~~Bertagnolli ~~used~~Note bears interest at the ~~proceeds~~rate ~~for~~of ~~working~~8% ~~capital~~per annum and is payable on demand. ~~The~~Any ~~outstanding~~amounts ~~balance~~not ofpaid ~~$40,000~~when due bear interest at ~~December~~the ~~31,~~rate ~~2010~~of ~~has~~15% ~~been~~per ~~classified~~annum asuntil ~~current~~paid ~~debt~~in full.

OnEffective ~~March~~December 225, ~~2010~~2011, ~~the~~Charles ~~Company~~J. ~~borrowed $40~~Jacobus,~~000~~ ~~from~~Raymond ~~non-related~~A. ~~third~~Crabbe, ~~parties~~Donald ~~bearing~~C. ~~interest~~Rusk, atand 5%William ~~per annum~~F. ~~The~~Howell, ~~loans~~resigned ~~are~~as ~~unsecured~~Directors ~~and~~of the ~~principal~~Company ~~and~~(the ~~accrued~~“Resignations”). ~~and~~As ~~unpaid~~a ~~interest~~result isof ~~payable~~the ~~at maturity on April 10~~Resignations, ~~2011~~Mr. ~~The~~Bertagnolli ~~Company~~is ~~used~~ the ~~proceeds~~sole ~~for~~officer ~~working~~and ~~capital.~~Director ~~The outstanding balance~~ of ~~$40,000~~the ~~at December 31, 2010 has been classified as current debt~~Company.

OnEffective ~~April~~December 215, ~~2010~~2011, the ~~Company~~Board ~~borrowed~~of ~~$40,000~~Directors ~~from~~approved ~~non-related~~the ~~third~~filing ~~parties~~of ~~bearing~~a ~~interest~~Certificate atof 5%Designations ~~per~~establishing ~~annum. The loans are unsecured and~~ the ~~principal~~designations, ~~and~~preferences, ~~accrued~~limitations and ~~unpaid~~relative ~~interest~~rights isof ~~payable~~the atCompany’s ~~maturity~~Series onA ~~April~~Preferred ~~10,~~Stock ~~2011.~~(the ~~The~~“Designation” ~~Company~~and ~~used~~ the ~~proceeds~~“Series ~~for~~A ~~working~~Preferred ~~capital~~Stock”). ~~The outstanding balance of $40,000 at December 31, 2010 has been classified as current debt.~~

OnThe ~~October~~Designation ~~25,~~allows ~~2010,~~the anBoard ~~unrelated~~of ~~third~~Directors ~~party~~in ~~advanced~~its ~~$63,000~~sole discretion to ~~the~~issue ~~Company~~up ~~under~~to ~~the~~1,000 ~~terms~~shares of aSeries ~~convertible~~A ~~promissory~~Preferred ~~note. The~~Stock, ~~convertible~~which ~~promissory~~Series ~~note~~A ~~bears~~Preferred ~~interest~~Stock atShares ~~10%~~were ~~per~~issued ~~annum~~Mr. ~~and~~Bertagnolli ~~matures~~on ~~July~~December 275, 2011, at which ~~date~~have the ~~$63,000~~right ~~and~~to ~~any~~vote ~~accrued~~in ~~interest~~aggregate, ison ~~payable. The~~all ~~convertible~~shareholder ~~promissory~~matters ~~note has a conversion price~~ equal to ~~the greater of either (i) a fixed conversion price of $0.00009 or (ii) 60~~51% of the ~~quoted~~total ~~market~~vote. ~~price~~The ~~for~~Series ~~the~~A ~~Company’s~~Preferred ~~common~~Stock ~~stock~~will ~~using~~be ~~the~~entitled ~~average~~to ofthis ~~the~~51% ~~lowest~~voting ~~three~~right ~~(3)~~no ~~trading~~matter ~~prices~~how ~~for~~many ~~the~~shares ~~Company’s~~of common stock ~~during~~or ~~the~~other ~~ten~~voting ~~(10)~~stock ~~trading days prior to the conversion date. The amount~~ of the ~~convertible~~Company ~~promissory~~are ~~note that can be converted at any time is limited to the number of authorized less the amount of~~ issued ~~and~~or outstanding ~~shares~~in ~~immediately prior to~~ the ~~conversion~~future (~~initially limited to 39,375,000). The Company is required at all times to have authorized and reserved three times~~ the ~~number~~“Super ofMajority ~~shares~~Voting ~~that are actually issuable upon full conversion of the convertible promissory note~~Rights”). SoAdditionally, ~~long as~~ the Company ~~is not in default, the lender~~ cannot ~~exercise~~adopt ~~its~~any ~~conversion~~amendments ~~right for 180 days following the issuance date of the convertible promissory note. The Company has the right~~ to ~~prepay~~ the ~~convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the~~ Company’s ~~has~~Bylaws, ~~not~~Articles ~~received a notice~~ of ~~conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date~~Incorporation, ~~the~~as ~~Company has the right~~amended, ~~after~~make ~~giving~~any ~~the~~changes ~~lender three days prior written notice,~~ to ~~prepay~~ the ~~outstanding principal and accrued interest~~Designation, inor ~~full,~~effect inany ~~cash~~reclassification ~~equal to 140%~~ of the ~~sum~~Series ofA ~~the~~Preferred ~~outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date~~Stock, ~~the~~without ~~Company has~~ the ~~right,~~affirmative ~~after~~vote ~~giving~~of ~~the~~at ~~lender~~least ~~three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150~~66-2/3% of the ~~sum of the~~ outstanding ~~principal~~shares ~~amount~~of ~~plus~~Series ~~accrued~~A ~~and~~Preferred ~~unpaid interest~~Stock; ~~(iv) after one hundred eighty (180) days following issuance date~~however, the Company ~~does not have right of prepayment. At December 31~~may, ~~2010,~~by ~~assuming~~any nomeans ~~adjustment~~authorized toby ~~the~~law ~~conversion~~and ~~price,~~without ifany ~~the~~vote ~~lender~~of ~~converted~~ the ~~entire~~holders ~~principal balance~~ of ~~the~~shares ~~convertible promissory note using the greater~~ of ~~the~~Series ~~fixed~~A orPreferred ~~variable conversion price at December 31~~Stock, ~~2010,~~make ~~after taking into consideration the aforementioned limitation on the amount of the convertible promissory note that can be converted~~technical, ~~then they would have received approximately 5~~corrective,~~279,344~~ ~~shares~~administrative ofor ~~the~~similar ~~Company’s~~changes ~~common~~to ~~stock.~~such ~~The~~Certificate ~~Company evaluated the terms~~ of ~~the~~Designations ~~convertible promissory note and concluded~~ that ~~this~~do ~~convertible promissory note did~~ not ~~result in a derivative and that there was not a beneficial conversion feature. Subsequent to year end~~, ~~the~~individually ~~company~~or ~~sold its working interest~~ in the ~~Zavadil~~aggregate, ~~well~~adversely ~~and~~affect ~~50% of its working interest in~~ the ~~Rozella~~rights ~~Kiefer~~or ~~well.~~preferences ~~This constituted a significant sale~~ of ~~assets and as such rendered~~ the ~~note~~holders inof ~~default.~~shares ~~As a result~~ of ~~the~~Series ~~default,~~A noPreferred ~~demand for repayment has been made; however, the lender can exercise its conversion rights~~Stock.

~~F-12~~As a result of the issuance of the Series A Preferred Stock Shares to Mr. Bertagnolli, Mr. Bertagnolli obtained voting rights over the Company’s outstanding voting stock on December 5, 2011, which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Bertagnolli will exercise majority 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. The interests of Mr. Bertagnolli may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Bertagnolli as an officer or Director of the Company due to the Super Majority Voting Rights.

~~On December 6~~Review, ~~2010,~~Approval ~~the Company borrowed $20,000 from a non-related third party bearing interest at 8% per annum. The loans are secured by certain oil~~ and ~~gas~~Ratification ~~properties and the principal and accrued and unpaid interest is payable on demand. The Company used the proceeds for working capital. The outstanding balance~~ of ~~$20,000~~Related atParty ~~December~~Transactions ~~31, 2010 has been classified as current debt.~~

OnGiven ~~December~~our ~~21,~~small ~~2010,~~size anand ~~unrelated~~limited ~~third~~financial ~~party advanced $32~~resources,~~500~~ towe ~~the~~have ~~Company~~not ~~under~~adopted ~~the~~formal ~~terms~~policies ~~of a convertible promissory note. The convertible promissory note bears interest at 10% per annum~~ and ~~matures~~procedures ~~September~~for ~~23,~~the ~~2011~~review, atapproval ~~which~~or ~~date~~ratification ~~the~~of ~~$32~~transactions,~~500~~ ~~and~~such ~~any~~as ~~accrued~~those ~~interest~~described isabove, ~~payable. The~~with ~~convertible~~our ~~promissory~~executive ~~note~~officers, ~~has a conversion price equal to the greater of either~~ Director(is) aand ~~fixed~~significant ~~conversion price of $0~~stockholders.~~00009~~ orHowever, ~~(ii)~~all ~~60%~~ of the ~~quoted~~transactions ~~market~~described ~~price~~above ~~for~~were ~~the~~approved ~~Company’s~~and ~~common~~ratified ~~stock~~by ~~using~~our ~~the average of the lowest three~~ Director(~~3) trading prices for the Company’~~s ~~common stock during the ten (10~~) ~~trading days prior to the conversion date~~. ~~The~~ ~~amount~~In ofconnection ~~the~~with ~~convertible promissory note that can be converted at any time is limited to~~ the ~~number~~approval of ~~authorized less~~ the ~~amount~~transactions ofdescribed ~~issued~~above, ~~and~~our ~~outstanding shares immediately prior to the conversion~~ Director(~~initially limited to 17,324,094~~s). ~~The~~took ~~Company~~into isaccount ~~required~~various at all times to have authorized and reserved three times the number of shares that are actually issuable upon full conversion of the convertible promissory note. So long as the Company is not in defaultfactors, ~~the~~including ~~lender~~their ~~cannot~~fiduciary ~~exercise~~duty ~~its conversion right for 180 days following the issuance date of the convertible promissory note. The Company has the right~~ to ~~prepay~~ the ~~convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the~~ Company ~~has not received a notice of conversion from the lender~~; ~~(ii) from~~ the ~~date~~relationships of ~~issuance of~~ the ~~convertible~~related ~~promissory~~parties ~~note~~described upabove to ~~one hundred twenty (120) days following~~ the ~~issuance date, the~~ Company; ~~has~~ the ~~right,~~material ~~after~~facts ~~giving~~underlying ~~the~~each lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interesttransaction; ~~(iii) from one hundred twenty one (121) days following~~ the ~~issuance~~anticipated ~~date~~benefits up to ~~one hundred eighty (180) days following~~ the ~~issuance date, the~~ Company ~~has the right, after giving the lender three days prior written notice, to prepay the outstanding principal~~ and ~~accrued~~related ~~interest,~~costs inassociated ~~full,~~with insuch ~~cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest~~benefits; ~~(iv)~~whether ~~after~~comparable ~~one~~products hundred eighty (180) days following issuance date, the Company does not have right of prepayment. At December 31, 2010, assuming no adjustment to the conversion price, if the lender converted the entire principal balance of the convertible promissory note using the greater of the fixed or ~~variable~~services ~~conversion~~were ~~price~~available; atand ~~December 31, 2010, after taking into consideration~~ the ~~aforementioned~~terms ~~limitation on~~ the ~~amount of the convertible promissory note that can be converted, then they would have received approximately 2,723,540 shares of the~~ Company’s ~~common~~could ~~stock.~~receive ~~The~~from ~~Company~~an ~~evaluated~~unrelated ~~the~~third ~~terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature~~party. Subsequent to year end, the company sold its working interest in the Zavadil well and 50% of its working interest in the Rozella Kiefer well. This constituted a significant sale of assets and as such rendered the note in default. As a result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights.

~~NOTE~~We 7intend –to ~~RELATED~~establish ~~PARTY~~formal ~~TRANSACTIONS~~policies and procedures in the future, once we have sufficient resources and have appointed additional Directors. On a moving forward basis, our sole Director will continue to approve any related party transaction based on the criteria set forth above.

From time to time, the Company receives cash advances from related parties, including stockholders and their affiliates, to cover operating expenses. The advances do not bear interest and are due upon demand. During the twelve months ended December 31, 2010, the Company received no cash advances. As of December 31, 2009, the outstanding balance of advances from related parties was $151,003. As of December 31, 2010, it was determined that the lenders were no longer related parties and the balance was reclassified to an advance from unrelated parties.26

~~F-13~~Item 14. Principal Accounting Fees and Services

~~NOTE~~Below 8is –the ~~STOCK~~table ~~OPTIONS~~of ~~AND~~Audit ~~WARRANTS~~Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Summary information regarding stock option activity is as follows:


Financial Statements for the
Year Ended December 31	Audit Services	Audit Related Fees	Tax Fees	Other Fees
2011	$ 39,100	$ 4,500	$ 0	$ 0
2010	$ 45,000	$ 1,000	$ 0	$ 0

	Number of Shares			Weighted Average Exercise Price
Outstanding at 12/31/09		8,000,000		$	1.00
Granted		-			-
Exercised		-			-
Cancelled/Expired		(8,000,000	)		(1.00	)
Outstanding at 12/31/10		-		$	-

~~NOTE~~PART ~~9 - COMMON STOCK~~IV

OnItem ~~January~~15. 26Exhibits, ~~2010,~~Financial ~~the~~Statements Company issued 1,000,000 common shares valued at $56,000, based on the fair market value using quoted market prices on the date of grant to Excelsus Capital Partners, LLC for services rendered. The value of the shares were recognized in the Company’s consolidated results of operations for the three months ended March 31, 2010.Schedules

OnIndex ~~February 1, 2010, the Company issued 800,000 common shares valued at $44,800, based on fair market value using quoted market prices on the date of grant~~ to ~~Rio~~Financial ~~Sterling~~Statements ~~Holdings,~~Required ~~LLC for~~by ~~payment~~Article on8 ~~the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount~~ of ~~$12,500~~Regulation ~~and~~S-X: ~~recorded a realized loss of $32,300 on settlement of debt.~~

OnAudited ~~February~~Financial 1,Statements: 2010, the Company issued 800,000 common shares valued at $44,800, based on fair market value using quoted market prices on the date of grant to Barclay Lyons, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $12,500 and recorded a realized loss of $32,300 on settlement of debt.

On February 1, 2010, the Company issued 1,250,000 common shares valued at $70,000, based on fair market value using quoted market prices on the date of grant to Tombstone Capital, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $12,500 and recorded a realized loss of $57,500 on settlement of debt.F-

OnReports ~~March 4, 2010, the Company issued 10,000,000 common shares valued at $330,000, based on fair market value using quoted market prices on the date~~ of ~~grant~~Independent toRegistered ~~Arthur~~Public ~~Bertagnolli~~Accounting inFirms ~~satisfaction of accrued but unpaid employment compensation due to Arthur Bertagnolli of $43,500 and recorded compensation expense of $286,500 in exchange for services rendered.~~

~~On March 4, 2010, the Company issued 2,000,000 common shares valued at $70,000, based on fair market value using quoted market prices on the date of grant to for investment banking services rendered.~~F-1

OnConsolidated ~~March~~Balance 4,Sheets ~~2010,~~as ~~the~~of ~~Company~~December ~~issued 3~~31,~~000,000~~ ~~common~~2011 ~~shares~~and ~~valued~~2010; ~~at $105,000, based on fair market value using quoted market prices on the date of grant for investment banking services rendered.~~

OnF-2 ~~March 4, 2010, the Company issued 500,000 common shares valued at $16,500, based on fair market value using quoted market prices on the date of grant for legal services rendered.~~

OnConsolidated ~~March~~Statements ~~18, 2010, the Company issued 1,500,000 common shares valued at $52,500, based on fair market value using quoted market prices on the date~~ of ~~grant~~Operations ~~to Rio Sterling Holdings, LLC~~ for ~~payment on~~ the ~~Company’s~~years ~~note~~ended ~~payable~~December ~~with Oil Investment Leases~~31, ~~Inc.~~2011 ~~(OIL) in the amount of $10,000~~ and ~~recorded~~December ~~a realized loss of $42~~31,~~500~~ on2010; ~~settlement of debt.~~

OnF-3 March 18, 2010, the Company issued 1,500,000 common shares valued at $52,500, based on fair market value using quoted market prices on the date of grant to Barclay Lyons, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $10,000 and recorded a realized loss of $42,500 on settlement of debt.

~~F-14~~Consolidated Statements of Changes in Stockholders ’ Deficit for the years ended December 31, 2011 and December 31, 2010;

OnF-4 April 15, 2010, the Company issued 1,500,000 common shares valued at $45,000, based on fair market value using quoted market prices on the date of grant to Rio Sterling Holdings, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $10,000 and recorded a realized loss of $35,000 on settlement of debt.

OnConsolidated ~~April~~Statements 26of ~~and~~Cash ~~May~~Flows ~~26,~~for ~~2010,~~ the ~~Company~~years ~~issued~~ended 2December 31,~~350,000~~ ~~common~~2011 ~~shares~~and ~~valued~~December ~~at $58~~31,~~500,~~ 2010; ~~based on fair market value using quoted market prices on the date of grant for consulting services rendered.~~

On May 26, 2010, the Company issued 1,700,000 common shares valued at $153,400, based on fair market value using quoted market prices on the date of grant to Directors in satisfaction of accrued but unpaid director fees of $133,726 and recorded an expense of $19,674, for the nine months ended September 30, 2010, in exchange for services rendered.F-5

OnNotes ~~May~~to ~~26,~~Consolidated ~~2010,~~Financial ~~the~~Statements ~~Company issued 500,000 common shares valued at $11,500, based on fair market value using quoted market prices on the date of grant for legal services rendered.~~

On December 14, 2010 the Company filed an Amendment to its Articles of Incorporation increasing its authorized capital to 310,000,000 shares comprising 300,000,000 shares of Common Stock par value $.001 per share and 10,000,000 shares of Preferred Stock par value $0.001 per share.


Exhibit Number	Description

2.1(2)	Agreement of Merger and Plan of Merger
2.2(2)	Stock Purchase Agreement
3.1(1)	Articles of Incorporation
3.2*	Series A Preferred Stock Designation
3.3(1)	Bylaws
10.1(2)	Employment Agreement
10.2(2)	Non-Competition and Solicitation Agreement
10.3(4)	Promissory Note with Arthur Bertagnolli
10.4(4)	Management Services Agreement -ASL Energy Corp.
10.5(4)	Convertible Promissory Note – ASL Energy Corp.
10.6(4)	Security Agreement – ASL Energy Corp.
10.7(5)	First Addendum to Convertible Promissory Note – ASL Energy Corp.
16.1(3)	Letter from GPH CPAs PC
21.1*	Subsidiaries
31*	Certification of Principal Executive Officer and Principal Financial/Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification of Principal Executive Officer and Principal Financial/Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

On* ~~December~~Filed ~~15, 2010, the Company issued 1,500,000 common shares valued at $15,000, based on fair market value using quoted market prices on the date of grant for investment banking services rendered~~herewith.

On** ~~December~~XBRL ~~31,~~(Extensible ~~2010,~~Business ~~the~~Reporting ~~Company~~Language) ~~issued~~information ~~1,850,000~~is ~~common~~furnished ~~shares~~and ~~valued~~not atfiled ~~$28~~or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933,~~120~~ as amended, ~~based~~is ondeemed ~~fair~~not ~~market~~filed ~~value~~for ~~using~~purposes ~~quoted~~of ~~market~~Section ~~prices~~18 onof the ~~date~~Securities Exchange Act of ~~grant~~1934, toas ~~Directors~~amended, inand ~~exchange~~otherwise ~~for~~is ~~services~~not ~~rendered~~subject to liability under these sections.

~~On December 31, 2010, the Company issued 600,000 common shares valued at $7,520, based on fair market value using quoted market prices on the date of grant for consulting services rendered.~~(1)

~~NOTE~~Filed 10as –an ~~COMMITMENTS~~exhibit to the Company’s Registration Statement on Form S-1, ~~CONTINGENCIES~~filed ~~AND~~with ~~LITIGATION~~the Commission on June 26, 2008, and incorporated herein by reference.

During January 2010, the Company entered into a consulting agreement with an unrelated third party and paid the consultant for investment banking services a commitment fee of $5,000 and issued the consultant 1,000,000 fully vested shares of common stock (see Note 9). The Company amended the consulting agreement in March 2010 that extended the term for twelve months from the date of the amendment and issued the consultant 5,000,000 fully vested shares of common stock (2~~,000,000 shares on March 4, and 3,000,000 shares on March 4, 2010 – See Note 9~~)~~. As amended, the consulting agreement includes the following commitments:~~

i.Filed ~~The~~as ~~consultant~~an ~~will~~exhibit ~~receive~~to $5the Company’s current report on Form 8-K,~~000~~ ~~per~~filed ~~month~~with ~~for~~the ~~twelve~~Commission ~~months;~~on April 6, 2009, and incorporated herein by reference.

~~ii. The consultant will receive a referral fee of 10% cash and 10% equity of the aggregate amount of each successful equity financing;~~(3)

~~iii.~~Filed ~~The~~as ~~consultant~~an ~~will~~exhibit ~~receive~~to athe ~~referral~~Company’s ~~fee~~current ofreport 5%on ~~cash~~Form ~~and~~8-K, 5%filed ~~equity~~with of the ~~aggregate~~Commission ~~amount~~on ofAugust ~~each~~12, ~~successful~~2011, ~~debt~~and ~~financing~~incorporated herein by reference.

During March 2010, the Company executed an investor relations agreement whereby the Company, agreed to pay $120,000 in cash and 600,000 shares in common stock with an initial payment of $15,000 and issue 100,000 shares of common stock to be paid upon execution of the agreement. As of September 30, 2010, the Company has paid a total of $45,000 cash and issued 300,000 shares of the Company’s common stock valued at $6,900, based on the fair market value using quoted market prices on the date of grant. During the three months ended September 30, 2010, the Company terminated the agreement. There is no unrecognized expense related to this agreement at December 31, 2010.(4)

~~During~~Filed ~~October~~as ~~2010, the Company executed~~ an ~~investor~~exhibit ~~relations agreement whereby the Company, agreed~~ to ~~pay $90,000 in cash and 900,000 shares in common stock with an initial payment of $15,000 and initially issuance of 400,000 shares of common stock to be paid upon execution of~~ the ~~agreement. As of December 31, 2010, the~~ Company ~~has paid a total of $22,500 cash and issued 600,000 shares of the Company~~’s ~~common~~current ~~stock~~report ~~valued~~on atForm $78-K,~~520,~~ ~~based~~filed onwith the ~~fair~~Commission ~~market value using quoted market prices~~ on ~~the~~September ~~date~~16, ~~of grant. During February~~ 2011, ~~the~~and ~~Company~~incorporated ~~issued~~herein ~~700,000~~by ~~shares of the Company’s common stock valued at $8,400, based on the fair market value using quoted market prices on the date of grant~~reference.

~~F-15~~(5)

~~The~~Filed ~~Company’s~~as ~~Employment~~an ~~Agreement~~exhibit ~~with~~to ~~Arthur Bertagnolli provides for certain compensation and benefits based on~~ the Company’s ~~achievement~~current ofreport ~~specified~~on ~~milestones. As~~Form ~~of December 31~~8-K, ~~2010,~~filed ~~none~~with ofthe ~~those~~Commission ~~milestones~~on ~~have~~December ~~been~~14, ~~achieved. Under certain circumstances~~2012, ~~Mr.~~and ~~Bertagnolli~~incorporated isherein ~~also~~by ~~entitled to an additional payment upon sale of the Company~~reference.

~~Panos Industries, LLC v. Savoy Energy Corporation, et. al., District Court, Clark County, Nevada Case # A-10-612340-C.~~28

On March 19, 2010, this action was filed in the above-entitled Court seeking damages “…in excess of $50,000” based upon monies which the Plaintiff claims were advanced by Plaintiff on behalf of the Company. This action is in its very early stages and as of this date the Company has not been served with the Summons and Complaint and has therefore not filed any Answer to the Complaint. While the outcome of this matter cannot be predicted, the Company specifically denies that it is indebted to Plaintiff and believes that any claims purportedly asserted in the lawsuit are without merit. The Company further believes that it has meritorious claims against Plaintiff which arose in connection with the merger of the Company’s predecessor (Arthur Kaplan Cosmetics, Inc.) with Plantation Exploration, Inc. and in connection with the aftermath of the merger. The Company intends to vigorously defend any claims asserted by the Plaintiff and to aggressively prosecute its claims against the Plaintiff. Even if the Company is ultimately successful in defending this action, it will incur legal fees and other expenses in connection with such defense, the amount of which cannot be predicted at this time. Such expenses could have a material impact on the Company’s future operating results and have an adverse impact on the Company’s funds available for its operations.SIGNATURES

~~NOTE~~In 11accordance –with ~~EARNINGS~~Section ~~PER~~13 ~~SHARE~~or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~The~~Savoy ~~following~~Energy ~~table~~Corporation ~~sets forth the computation of basic and diluted earnings per share.~~

	For the Year Ended December 31, 2010			For the Year Ended December 31, 2009
Net Loss (numerator)	$	(1,117,423	)	$	(1,517,726	)
Shares (denominator)		54,164,630			36,849,468
Per share amount	$	(0.02	)	$	(0.04	)

By:

No/s/ ~~computation~~Arthur ~~for~~Bertagnolli ~~diluted earnings per share was prepared for the convertible promissory notes (see Note 7) that would have been convertible into approximately 8,002,884 common shares at December 31, 2010.~~

~~NOTE~~Arthur 12Bertagnolli ~~- INCOME TAXES~~

~~The~~President, ~~Company~~Secretary, ~~provides~~Treasurer, ~~for~~CEO, ~~income~~CFO ~~taxes under Statement ASC 740 Accounting for Income Taxes. ASC 740 requires the use of an asset~~ and ~~liability~~Director approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

~~ASC~~(Principal ~~740~~Executive ~~requires~~Officer ~~the~~and ~~reduction~~Principal ofFinancial/Accounting ~~deferred~~Officer) ~~tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.~~

~~The~~April ~~provision~~15, ~~for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:~~2013

~~F-16~~In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

	For the Year Ended December 31, 2010			For the Year Ended December 31, 2009
Income tax expense at statutory rate	$	(440,102	)	$	(597,763	)
Change in Valuation allowance		440,102			597,763
Income tax expense per books	$	-		$	-

By:

~~Net~~/s/ ~~deferred~~Arthur ~~tax~~Bertagnolli ~~assets consist of the following components as of:~~

	December 31, 2010			December 31, 2009
NOL carryover	$	(1,062,928	)	$	(622,826	)
Valuation allowance		1,062,928			622,826
Net deferred tax asset	$	-		$	-

Arthur Bertagnolli

~~Due~~President, ~~to the change in ownership provisions of the Tax Reform Act of 1986~~Secretary, ~~net operating loss carryforwards of $64~~Treasurer,~~266~~ ~~for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs~~CEO, ~~net~~CFO ~~operating~~and ~~loss~~Director ~~carry forwards may be limited as to use in future years.~~

~~NOTE 13~~(Principal -Executive ~~SUPPLEMENTAL~~Officer ~~OIL~~and ~~AND~~Principal ~~GAS~~Financial/Accounting ~~INFORMATION-(Unaudited~~Officer)

~~Proved~~April ~~oil~~15, and gas reserve quantities are based on a compilation of reserve estimates provided to the Company by the operators of the Company’s oil and gas leases which are extracted from reserve estimates prepared externally by independent engineers in accordance with guidelines established by the Securities Exchange Commission (SEC).2013

There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production. The following reserve data related to the properties represents estimates only and should not be construed as being exact. The reliability of these estimates at any point in time depends on both the quality and quantity of the technical and economic data, the performance of the reservoirs, as well as extensive engineering judgment. Consequently, reserve estimates are subject to revision as additional data becomes available during the producing life of a reservoir. The evolution of technology may also result in the application of improved recovery techniques, such as supplemental or enhanced recovery projects, which have the potential to increase reserves beyond those currently envisioned.29

~~Estimates~~REPORT ofOF ~~proved~~INDEPENDENT ~~reserves~~REGISTERED ~~are~~PUBLIC ~~derived~~ACCOUNTING from quantities of crude oil and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing operating and economic conditions and rely upon a production plan and strategy.FIRM

~~Modernization~~To ofthe ~~Oil~~Stockholders and ~~Natural~~Board ~~Gas~~of ~~Reporting Requirements~~Directors

~~Effective~~Savoy ~~for~~Energy fiscal years ending on or after December 31, 2009, the Securities and Exchange Commission (“SEC”) approved revisions designed to modernize reserve reporting requirements for oil and natural gas companies. In addition, effective for the same period, the Financial Accounting Standards Board issued Accounting Standards Codification Update 2010-03, “Extractive Activities – Oil and Gas (Topic 932) – Oil and Gas Reserve Estimation and Disclosures,” to provide consistency with the new SEC rules. The Company adopted the new requirements effective December 31, 2009.Corporation

~~F-17~~Houston, Texas

~~Reserve~~We ~~engineering~~have isaudited ~~inherently~~the aaccompanying ~~subjective~~consolidated ~~process~~balance ofsheet ~~estimating underground accumulations~~ of ~~oil,~~Savoy ~~natural~~Energy ~~gas~~Corporation and ~~NGL~~its ~~that~~subsidiaries ~~cannot~~(the be“Company”) ~~measured~~as ~~exactly. The accuracy~~ of ~~any~~December ~~reserve estimate is a function of the quality of available data and engineering and geological interpretation and judgment. Accordingly~~31, ~~reserve estimates may vary from the quantities of oil~~2010, ~~natural gas~~ and ~~NGL that are ultimately recovered. Future prices received for production may vary, perhaps significantly, from~~ the ~~prices~~related ~~assumed~~consolidated ~~for~~statements ~~the purposes~~ of ~~estimating~~operations, ~~the~~changes ~~standardized~~in ~~measure~~stockholders’ ofdeficit ~~discounted~~and ~~future net~~ cash flows~~. The~~ ~~standardized~~for ~~measure of discounted future net cash flows should not be construed as~~ the ~~market~~year ~~value~~then ~~of the reserves at the dates shown~~ended. ~~The~~ ~~10%~~These ~~discount~~consolidated ~~factor~~financial ~~required~~statements toare ~~be used under~~ the ~~provisions~~responsibility of ~~applicable accounting standards may not be~~ the ~~most appropriate discount factor based on interest rates in effect from time to time and risks associated with the~~ Company’s ~~or the oil and natural gas industry~~management. ~~The~~ ~~standardized~~Our ~~measure~~responsibility ~~of discounted future net cash flows~~ is ~~materially~~to ~~affected~~express byan ~~assumptions~~opinion ~~about~~on ~~the~~these ~~timing~~consolidated offinancial ~~future~~statements ~~production,~~based ~~which~~on ~~may~~our ~~prove to be inaccurate~~audit.

InWe conducted our audit in accordance with ~~SEC~~the ~~regulations,~~standards ~~reserves~~of ~~were~~the ~~estimated~~Public ~~using~~Company ~~the~~Accounting ~~average~~Oversight ~~prices~~Board ~~shown~~(United inStates). Those standards require that we plan and perform the ~~table~~audit ~~below~~to ~~during~~obtain reasonable assurance about whether the ~~12-month~~consolidated ~~period~~financial statements are free of material misstatement. The Company is not required to have, ~~determined~~nor aswere we engaged to perform, an ~~unweighted~~audit ~~average~~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 ~~first-day-~~circumstances, but not for the purpose of- expressing an opinion on the~~-month~~ ~~price~~effectiveness ~~for~~of ~~each~~the ~~month~~Company's internal control over financial reporting. Accordingly, ~~unless~~we ~~prices~~express ~~are~~no ~~defined~~such byopinion. ~~contractual~~An ~~arrangements~~audit includes examining, ~~excluding~~on ~~escalations~~a ~~based~~test ~~upon~~basis, ~~future~~evidence ~~conditions~~supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

	2010		2009
Natural gas (MMBtu)	$	-	$	-
Oil (Bbl)	$	74.15	$	61.19

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, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

	Gas		Oil
	(MMcf)		(MBbls)
Total Proved Reserves:
Balance, December 31, 2009		-		5,981
Acquisitions		-		-
Extensions, discoveries and improved recovery		-		25,236
Production		-		(700	)
Sale of minerals in place		-		(3,446	)
Revisions of previous estimates		-		-
Balance, December 31, 2010		-		27,071
Proved developed as of December 31, 2010		-		27,071
Proved developed as of December 31, 2009		-		5,981

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has a working capital deficit, has generated limited revenues and has an accumulated deficit, which raises substantial doubt about their ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~As ~~25,236~~discussed ofin ~~MBbls~~Note of1, ~~extensions~~these ~~and~~financial ~~discoveries~~statements ~~relate~~have ~~primarily~~been restated to ~~the~~correct ~~proved~~for ~~undeveloped~~certain ~~reserves~~errors onrelated to the ~~Rozella Kifer lease. The~~ Company’s ~~estimates~~accounting ~~that~~for ~~the~~its ~~cost~~derivatives toand ~~develop~~general ~~those~~and ~~reserves~~administrative ~~will be approximately $180,000~~expenses.

~~Capitalized~~/s/ ~~Costs~~GBH ofCPAs, ~~Oil and Gas Producing Activities~~PC

~~The~~GBH ~~following table sets forth the aggregate amounts of capitalized costs relating to the Company’s oil and gas producing activities and the related accumulated depletion as of December 31~~CPAs, ~~2010 and 2009:~~PC

	2010			2009
Proved properties	$	718,630		$	761,987
Unproved leasehold		-			-
Less accumulated depletion		(653,576	)		(650,813	)
Net capitalized costs	$	65,054		$	111,174

www.gbhcpas.com

~~Costs~~Houston, ~~Incurred in Oil and Gas Producing Activities~~Texas

~~The~~April ~~following~~8, ~~table~~2011, ~~reflects~~except for the ~~costs~~effects ~~incurred~~of inthe ~~oil~~restatement ~~and~~discussed ~~gas~~in ~~property~~Note ~~acquisition,~~1 ~~exploration~~which ~~and~~is ~~development~~October ~~activities during the years ended December 31~~5, ~~2010 and 2009:~~2012.

	2010		2009
Acquisition costs	$	28,900	$	861,987
Development costs		40,043		649
Total Costs Incurred	$	68,943	$	862,936

F-1

[f10k123111_10k001.jpg]

~~F-18~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To ~~following disclosures concerning~~ the ~~standardized~~Board ~~measure~~ of ~~future~~Directors ~~cash flows from proved oil~~ and gas reserves are presented in accordance with FAS 69. As prescribed by FAS 69, the amounts shown are based on prices using the unweighted average of the first-day-of-the-month price for each month, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions and average costs at the end of each period and a 10 percent annual discount factor.

~~Future~~Stockholders ~~cash flows are computed by applying average prices~~ of ~~natural~~Savoy ~~gas~~Energy and oil to year-end quantities of proved natural gas and oil reserves. Future operating expenses and development costs are computed primarily by the Company’s petroleum engineer by estimating the expenditures to be incurred in developing and producing the Company’s proved natural gas and oil reserves at the end of the year, based on year end costs and assuming continuation of existing economic conditions. Future income taxes are based on currently enacted statutory rates.Corporation

~~The~~We ~~standardized~~have ~~measure~~audited ofthe ~~discounted~~accompanying ~~future~~balance ~~net~~sheet ~~cash~~of ~~flows~~Savoy isEnergy ~~not~~Corporation ~~intended~~as ~~to represent the replacement costs or fair value~~ of ~~the~~December ~~Company’s~~31, ~~natural~~2011, ~~gas~~ and ~~oil~~the ~~properties.~~related Anstatements ~~estimate~~ of ~~fair value would take into account~~income, ~~among~~stockholders’ ~~other things~~deficiency, ~~anticipated~~and ~~future~~cash ~~changes~~flows infor ~~prices~~the ~~and~~year ~~costs,~~then ~~and~~ended. aSavoy ~~discount~~Energy ~~factor~~Corporation’s ~~more~~management ~~representative~~is ofresponsible ~~the~~for ~~time~~these ~~value~~financial ofstatements. ~~money~~Our ~~and~~responsibility ~~the~~is ~~risks~~to ~~inherent~~express inan ~~reserve~~opinion ~~estimates~~on ofthese ~~natural~~financial ~~gas~~statements ~~and~~based ~~oil~~on ~~producing~~our ~~operation~~audits.

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

~~Standardized~~In ~~Measure~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~Discounted~~Savoy ~~Future~~Energy ~~Net~~Corporation ~~Cash~~as ~~Flow~~of December 31, 2011 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

	2010			2009
Future cash inflows	$	2,007,426		$	325,785
Future costs-
Operating		(222,267	)		(81,447	)
Development and abandonment		(180,250	)		-
Future net cash flows before income taxes		1,604,909			244,338
Future income taxes		(561,718	)		(85,518	)
Future net cash flows before income taxes		1,043,191			158,820
Discount at 10% annual rate		(237,886	)		(47,646	)
Standardized measure of discounted future net cash flows	$	805,305		$	111,174

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~/s/ ~~following~~Paritz ~~reconciles~~& ~~the change in the standardized measure of discounted net cash flow for the years ended December 31~~Company, ~~2010 and 2009~~P.A.

	2010			2009
Beginning of year	$	111,174		$	-
Acquisition of oil and gas properties		-			861,498
Extensions, discoveries and improved recovery		837,443			-
Revision of quantity estimates		-			-
Sales of minerals in place		(16,009	)		-
Net change in prices and production costs		(17,269	)		-
Accretion of discount		-			-
Sales, net of production costs		(19,058	)		(26,778	)
Change in future development costs		(90,976	)		-
Net change in income taxes		-			(724,035	)
End of year	$	805,305		$	111,174

Hackensack, New Jersey

~~NOTE~~June 1118, –2012 ~~SUBSEQUENT~~except ~~EVENTS~~as to Note 15, whose date is February 25, 2013

In accordance with ASC 855, the Company evaluated subsequent events through the date these financial statements were available to be issued. With the exception of those matters discussed below, there were no material subsequent events that required recognition or additional disclosure in these financial statements.F-2

~~F-19~~SAVOY ENERGY CORPORATION

OnCONSOLIDATED ~~January~~BALANCE 12, 2011, Rio Sterling Holdings, LLC amended its $40,000 promissory note dated March 22, 2010 and its $40,000 promissory note dated April 21, 2010 plus attorney fees of $1,500 to a convertible promissory note. The convertible promissory note bears interest at 5% per annum and matures April 10, 2011, at which date the $41,500 and any accrued interest is payable or convertible at a price of $0.01 per share. On January 12, 2011, Rio Sterling Holdings, LLC elected to convert $20,000 to 2,000,000 shares of common stock valued at $36,000, based on fair market value using quoted market prices on the date of grant and the Company recorded a realized loss of $16,000 on settlement of debt. The Company evaluated the modification and concluded that the modification was an extinguishment of the original debt; as a result no gain or loss will be recognized upon modification as the difference between the carrying value of the debt prior to modification and the fair value of the debt after modification; however, a beneficial conversion feature of approximately $16,000 will be recognized as the initial debt discount (prior to any conversions).SHEETS

On January 12, 2011, Barclay Lyons, LLC amended its $40,000 promissory note dated March 22, 2010 plus attorney fees of $1,500 to a convertible promissory note. The convertible promissory note bears interest at 5% per annum and matures April 10, 2011, at which date the $41,500 and any accrued interest is payable or convertible at a price of $0.01 per share. On January 12, 2011, Barclay Lyons, LLC elected to convert $10,000 to 1,000,000 shares of common stock valued at $18,000, based on fair market value using quoted market prices on the date of grant and the Company recorded a realized loss of $8,000 on settlement of debt. The Company evaluated the modification and concluded that the modification was an extinguishment of the original debt; as a result no gain or loss will be recognized upon modification as the difference between the carrying value of the debt prior to modification and the fair value of the debt after modification; however, a beneficial conversion feature of approximately $16,000 will be recognized as the initial debt discount (prior to any conversions).


			December 31,		December 31,
			2011		2010
					(restated)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents	$	8,151	$	9,170
	Prepaid and other current assets		10,000		-
	Total current assets		18,151		9,170

	OIL AND GAS PROPERTIES, FULL COST METHOD
	Properties subject to amortization		677,678		718,630
	Accumulated depletion, depreciation, amortization and impairment		(650,349)		(653,576)
	Oil and gas properties, net		27,329		65,054

TOTAL ASSETS		$	45,480	$	74,224

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued liabilities	$	68,441	$	198,004
	Accrued liabilities, related party		54,667		-
	Advances from unrelated parties		154,003		151,003
	Advances from related party		18,430		-
	Accrued interest payable		57,572		36,774
	Notes payable (net of debt discount of $11,346 and $79,130, respectively)		547,886		438,870
	Note payable, related party		76,499		-
	Deferred revenue		7,000		-
	Derivative liability		125,695		93,628
	Total current liabilities		1,110,193		918,279

LONG-TERM LIABILITIES
	Asset retirement obligations		-		8,555
TOTAL LIABILITIES			1,110,193		926,834

STOCKHOLDERS’ DEFICIT
	Preferred stock, $.001 par value; 10,000,000 shares authorized, 1,000 and no shares issued and outstanding at December 31, 2011 and 2010, respectively
			1		-
	Common stock, $.001 par value; 300,000,000 shares authorized, 127,998,693 and 63,646,000 shares issued and outstanding at December 31, 2011 and 2010, respectively

			127,999		63,646
	Additional paid-in capital		1,975,364		1,832,657
	Accumulated deficit		(3,168,077)		(2,748,913)
	Total stockholders’ deficit		(1,064,713)		(852,610)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	45,480	$	74,224

OnSee ~~February~~notes 2,to ~~2011,~~consolidated ~~the~~financial ~~Company issued 700,000 common shares valued at $8,400, based on fair market value using quoted market prices on the date of grant for consulting services rendered.~~statements

In February 2011, the Company sold its 52.5% working and revenue interest and the support equipment on the Zavadil No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $65,000 and forgiveness of payables in the amount of $25,080. The proceeds associated with the support equipment and forgiveness of payable totaling $79,219 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $10,861 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.F-3

OnSAVOY ~~March~~ENERGY 7,CORPORATION 2011, an unrelated third party advanced $30,000 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 8% per annum and matures on December 9, 2011, at which time the $30,000 and any accrued interest is payable. The convertible promissory note has a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 60% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note that can be converted at any time is limited to the number of authorized less the amount of issued and outstanding shares immediately prior to the conversion (initially limited to 28,009,461). The Company is required at all times to have authorized and reserved three times the number of shares that are actually issuable upon full conversion of the convertible promissory note. So long as the Company is not in default, the lender cannot exercise its conversion right for 180 days following the issuance date of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not received a notice of conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepayment. This constituted a significant sale of assets and as such rendered the note in default. The Company evaluated the terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature. Subsequent to entering into the convertible promissory note agreement, the company sold 50% of its working interest in the Rozella Kiefer well. As a result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights.

InCONSOLIDATED ~~March~~STATEMENTS ~~2011,~~OF ~~the~~OPERATIONS Company sold 25.75% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $37,100. The proceeds associated with the support equipment totaling $13,809 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $23,291 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

F-20



		For the Years Ended
		December 31,
		2011		2010
				(restated)

REVENUE
Oil and gas revenue	$	14,056	$	56,461
Total revenues		14,056		56,461

COSTS AND EXPENSES
Lease operating expenses		12,130		37,403
General and administrative expenses		525,055		1,287,698
Depletion, depreciation, amortization and impairment expense		65		2,763
Accretion expense		108		2,061
Gain on sale of working interest		(213,827)		(310,264)
Total costs and expenses		323,531		1,019,661
Operating loss		(309,475)		(963,200)

OTHER INCOME (EXPENSES)
Interest expense		(217,939)		(32,536)
Gain on extinguishment of debt		108,505		-
Loss on settlement of debt		(9,758)		(185,433)
Change in fair market value of derivative liability		9,503		6,653
Other income		-		7,595
Total other income (expenses)		(109,689)		(203,721)

Net loss	$	(419,164)	$	(1,166,921)


Basic and diluted net loss per share	$	(0.00)	$	(0.02)

Weighted average common shares outstanding--basic and diluted		85,068,158		54,164,630

See notes to consolidated financial statements

F-4

SAVOY ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2011 and 2010


									Additional
	Common Stock				Preferred Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit		Total
Balances, December 31, 2009		31,296,000	$	31,296		-	$	-	$	704,317	$	(1,581,992)	$	(846,379)
Stock issued for:
Services		22,781,818		22,782		-		-		649,808		-		672,590
Debt conversion		9,568,182		9,568		-		-		478,532		-		488,100
Net loss		-		-		-		-		-		(1,166,921)		(1,166,921)
Balances, December 31, 2010		63,646,000		63,646		-		-		1,832,657		(2,748,913)		(852,610)
Stock issued for:
Services		100,000		100		1,000		1		2,399		-		2,500
Debt conversion		64,252,693		64,253		-		-		52,522		-		116,775
Debt discount		-		-		-		-		50,286		-		50,286
Beneficial conversion feature										37,500				37,500
Net loss		-		-		-		-		-		(419,164)		(419,164)
Balances, December 31, 2011		127,998,693	$	127,999		1,000	$	1	$	1,975,364	$	(3,168,077)	$	(1,064,713)

See notes to consolidated financial statements

F-5

SAVOY ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


				For the Years Ended
				December 31,
				2011		2010
Cash flows from operating activities:						(restated)
	Net loss		$	(419,164)	$	(1,166,921)
Adjustments to reconcile net loss to net cash provided by operating activities:

		Depletion, depreciation, amortization and impairment		65		2,763
		Accretion expense		108		2,061
		Stock-based compensation		2,500		672,590
		Non cash interest expense		36,357		4,781
		Note payable issued for services		112,750		-
		Beneficial conversion feature		37,500		-
		Gain on extinguishment of debt		(108,505)		-
		Loss on settlement of debt		9,758		185,433
		Gain on sale of working interest		(213,827)		(310,264)
		Amortization of debt discount		123,384		16,370
		Change in market value of derivative liability		(9,503)		(6,653)
		Changes in assets and liabilities:
		Accounts receivable		-		2,372
		Prepaid and other current assets		(10,000)		-
		Accounts payable and accrued liabilities		23,620		68,188
		Accounts payable and accrued liabilities, related		151,166
		Deferred revenue		7,000		-
Net cash used in operating activities				(256,891)		(529,280)

Cash flows from investing activities:
	Proceeds from sale of oil and gas properties			219,100		409,048
	Capital expenditures for development of oil and gas properties			(158)		(40,043)
	Purchase of oil and gas properties			-		(28,900)
Net cash provided by investment activities				218,942		340,105

Cash flows from financing activities:
	Proceeds from issuance of debt			55,500		235,500
	Repayment of debt			(20,000)		(97,500)
	Repayment of advances and loans from related party			(25,500)		-
	Advances from unrelated parties			3,000		-
	Advances from related party			23,930		-
Net cash provided by financing activities				36,930		138,000

Net decrease in cash and cash equivalents				(1,019)		(51,175)
Cash and cash equivalents, at beginning of year				9,170		60,345
Cash and cash equivalents, at end of year			$	8,151	$	9,170
Supplemental cash flow information:

Non-cash investing and financing activities:
	Beneficial conversion feature		$	37,500	$	-
	Common stock issued for debt		$	116,775	$	67,500
	Common stock issued for accrued expenses		$	-	$	178,500
	Forgiveness of debt on sale of oil and gas properties		$	-	$	10,327
	Related party payable converted to debt		$	96,499	$	-
	Debt issued as consideration for services		$	112,750	$	-
	Debt discount for derivative liability		$	-	$	95,500

See notes to consolidated financial statements

F-6

SAVOY ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1– RESTATEMENT

The Company has restated its financial statements as at December 31, 2010 and for the year then ended to reflect:

1) an adjustment to record the initial derivative liability of $100,281 with the corresponding note discount of $95,500 and interest expense of $4,781;

2) an adjustment to record the fair value change of the derivative liability from the issuance dates of the 2010 Notes to December 31, 2010, resulting in a decrease in the derivative liability and a credit to other expense of $6,653;

3) an adjustment to record the amortization of the note discount of $16,370; and

4) a reclassification of $35,000 to reduce additional paid-in capital and increase general and administrative expense. See Note 6.

The effect of the adjustments increased total liabilities by $14,498, increased additional paid in capital by $35,000 and increased the net loss for the year ended December 31, 2010 by $49,498.

a) Balance sheet


	For the year ended December 31, 2010

	As Reported			Adjustments		As Restated
CURRENT LIABILITIES
Notes payable, net of discount	$	518,000	$	(79,130 )	(1)(3)	$	438,870
Derivative liability		-		93,628	(1)(2)		93,628
Total current liabilities		903,781		14,498			918,279

TOTAL LIABILITIES		912,336		14,498			926,834

STOCKHOLDERS’ DEFICIT
Additional paid-in-capital		1,797,657		35,000	(4)		1,832,657
Accumulated deficit		(2,699,415)		(49,498)	(1)(2)(3)		(2,748,913)
Total stockholders’ deficit		(838,112)		(14,498)			(852,610)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	74,224	$	-		$	74,224

F-7

b) Statement of operations


	For the year ended December 31, 2010

	As Reported		Adjustments		As Restated

General and administrative expense	$	1,252,698	35,000	(4)	$	1,287,698
Total costs and expenses		984,661	35,000			1,019,661
Operating loss		(928,200)	(35,000)			(963,200)

OTHER EXPENSES
Interest expense		(11,385)	(21,151)	(1)(3)		(32,536)
Change in fair value of derivative liability		-	6,653	(2)		6,653
Total other expenses		(189,223)	(14,498)			(203,721)

Net loss	$	(1,117,423)	(49,498)			(1,166,921)

Basic and diluted net loss per common share	$	(0.02)	(0.00)			(0.02)

Weighted average common shares outstanding - basic and diluted		54,164,630				54,164,630

NOTE 2 – ORGANIZATION OF BUSINESS AND BASIS OF PRESENTATION

Savoy Energy Corporation (the “Company” or “we”) was incorporated as “Arthur Kaplan Cosmetics, Inc.” on June 25, 2007, in the State of Nevada.

On March 31, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”), and Plantation Exploration Acquisition, Inc. (“Acquisition Sub”), a newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the “Merger”) on April 2, 2009, with the filing of articles of merger with the Texas Secretary of State. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary.

On April 3, 2009, we merged with another wholly-owned subsidiary of our Company, known as Savoy Energy Corporation in a short-form merger transaction under Nevada law and, in connection with this short form merger, changed our name to Savoy Energy Corporation.

Certain amounts in prior periods have been reclassified to conform to current period presentation.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase.

F-8

Fair Value of Financial Instruments

As defined in FASB ASC Topic 820 – 10, “Fair Value Measurements and Disclosures,” fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements.

Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and natural gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to income.

Depletion and depreciation of proved oil and gas properties is calculated on the units-of-production method based upon estimates of proved reserves. Such calculations include the estimated future costs to developed proved reserves. Oil and gas reserves are converted to a common unit of measure based on the energy content of 6,000 cubic feet of gas to one barrel of oil. Costs of undeveloped properties are not included in the costs subject to depletion. These costs are assessed periodically for impairment.

The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For the Company, asset retirement obligations (“ARO”) relate to the plugging and abandonment of drilled oil and gas properties. The amounts recognized are based upon numerous estimates, including future retirement costs; future recoverable reserve quantities and reserve lives; and the credit-adjusted risk-free interest rate.

Ceiling test

In applying the full cost method, the Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the value of its proved reserves discounted at a 10-percent interest rate of future net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties.

Oil and gas properties, not subject to amortization

Revenue Recognition

Revenues from the sale of oil and natural gas are recognized when the product is delivered at a fixed or determinable price, title has transferred, and collectability is reasonably assured and evidenced by a contract. For oil sales, this occurs when the customer's truck takes delivery of oil from the operators’ storage tanks.

Costs associated with production are expensed in the period incurred.

F-9

Stock-Based Compensation

Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method.

Deferred Taxes

The Company provides for income taxes under Statement ASC 740 Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity-exempt from Federal and State income taxes.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Earnings (Loss) per Share of Common Stock

Basic net income per share calculations are determined by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted net income per share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During the reporting period when they are anti-dilutive, common share equivalents, if any, are not considered in the computation.

Recent Accounting Pronouncements

The Company does not expect recent accounting standards or interpretations issued or those recently adopted to have a material impact on the Company’s consolidated financial position, operations or cash flows.

NOTE 4 – GOING CONCERN

The Company’s consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2011, the Company has a working capital deficit of $1,092,042 has generated limited revenues, and has an accumulated deficit of $3,168,077 These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues sufficient to meet operating expenses. The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 5 – OIL AND GAS PROPERTIES

On March 31, 2010, the Company acquired a 2.75% working interest in the Glass 59 #2 well in Sterling County, Texas for approximately $13,000, which is operated by Bright & Company.

In June 2010, the Company acquired the Davis-Cornell oil and gas lease for $28,900. The lease acreage is located in Gonzales County, Texas, and is comprised of 144 acres. The Company acquired a 75% undivided working interest in the unproven reserves, and the sellers retained a 25% undivided working interest. In July 2010, the Company sold a 92.5% undivided interest in its Eagle Ford formation “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $123,228. The “deep rights” sold are unevaluated oil and gas properties. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended December 31, 2010, the Company recognized a gain of $94,381 on sale of assets.

F-10

During June 2010, the Company entered into an option agreement with a shareholder and working interest participant in certain oil and gas properties located in Gonzales County, Texas, to allow the shareholder to put their interest in the properties to the Company. Pursuant to the option agreement, Savoy agreed to issue 2,640,000 shares of common stock to the shareholder, together with future monthly payments of $5,000 per month to the shareholder until the holding period lapses and the restrictive legend can be removed from the face of the share certificate. Upon the restriction removal, the monthly payment will cease and the shareholder has the option to assign their interest in the oil and gas properties to Savoy. The 2,640,000 shares of common stock granted to the shareholder were valued at $52,800, based on fair market value using quoted market prices on the date of grant and was recorded as a return of capital to the shareholder. During the years ended December 31, 2011 and 2010, the Company paid $20,000 and $35,000, respectively, to the shareholder under the agreement, which is included in general and administrative expenses.

In June 2010, the Company sold a 92.5% undivided interest in its Eagle Ford formation “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $140,752. The “deep rights” sold are unevaluated oil and gas properties associated with the Company’s producing wells in the Austin Chalk formation. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended June 30, 2010, the proceeds of $140,752 were recognized as a gain on sale of assets. During the three months ended September 30, 2010, management re-assessed its initial accounting for the gain of $140,752 recognized in the three months ended June 30, 2010 and determined that a gain of $104,104 was the gain on sale of assets. Management evaluated the impact of recording the adjustment to the gain during the three months ended September 30, 2010 as opposed to the three months ended June 30, 2010 and concluded that it did not have a material impact on the financial statements.

In September 2010, the Company sold its 51.5% working and revenue interest and the support equipment on the Ali-O No. 1 well in Gonzales County, Texas to Lucas Energy, Inc. for cash proceeds of $52,500 and forgiveness of payables in the amount of $10,327. The proceeds associated with the support equipment and forgiveness of payable totaling $42,877 was recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $19,950 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In February 2011, the Company sold its 52.500% working and revenue interest and the support equipment on the Zavadil No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $65,000 and forgiveness of payables in the amount of approximately $25,000. The proceeds associated with the support equipment and forgiveness of payable totaling approximately $79,000 was recorded as a gain on sale of working interest. The proceeds associated with working and revenue interest totaling approximately $11,000 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In March 2011, the Company sold a 25.750% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of approximately $37,000. The proceeds associated with the support equipment totaling approximately $14,000 were recorded as a gain on sale of working interest. The proceeds associated with working and revenue interest totaling approximately $23,000 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In April 2011, the Company sold a 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $20,000. The full amount was recorded as a gain on sale of working interest.

In April 2011, the Company sold its remaining 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $20,000. The full amount was recorded as a gain on sale of working interest.

In October 2011, the Company sold a 7.5% interest in its Davis-Cornell oil and gas lease “deep rights” located in Gonzales County, Texas to Lucas Energy, Inc. for $32,000. The “deep rights” sold are unevaluated oil and gas properties. The Company retained its existing working interests in the Austin Chalk producing formation. During the three months ended December 31, 2011, the Company recognized a gain of $32,000 on sale of assets.

F-11

NOTE 6 – ASSET RETIREMENT OBLIGATIONS

In accordance with ASC 410, “Accounting for Asset Retirement Obligations,” Savoy records the fair value of a liability for asset retirement obligations (“ARO”) in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The present value of the estimated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and is depreciated over the useful life of the asset. Savoy accrues an abandonment liability associated with its oil and gas wells when those assets are placed in service. The ARO is recorded at its estimated fair value and accretion is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is determined by using the expected future cash outflows discounted at Savoy's credit-adjusted risk-free interest rate. No market risk premium has been included in Savoy's calculation of the ARO balance.

The following is a description of the changes to the Company's asset retirement obligations for the years ended December 31,


	2011		2010

Asset retirement obligations at beginning of year	$	8,555	$	9,683

Acquisition of properties		-		-

Sale of properties		(8,663)		(3,189	)

Accretion expense		108		2,061

Asset retirement obligations at end of year	$	-	$	8,555

NOTE 7 – NOTES PAYABLE

On September 24, 2008, Plantation Exploration, Inc. entered into a financing agreement with Oil Investment Leases, Inc. (OIL) for cash advances totaling $290,000. On January 27, 2009 and May 4, 2009, the Company amended the September 24, 2008 agreement with OIL for advance cash payments under the demand loan and to assign the debt from Plantation Exploration to Savoy. The amended agreements provided for total borrowings of $335,000 and $360,000, respectively, due on demand. The interest is payable in-kind at 5,000 shares of common stock of the Company for each month the debt remains unpaid. During the year ended December 31, 2010, the Company made payment reductions totaling $77,500 and issued 7,350,000 shares of common stock with a fair value of $309,600 based on the quoted market value on the grant date.

On December 22, 2011, the outstanding balance of advances from OIL of $282,500 was sold, transferred and assigned by OIL to ASL Energy Corp. (ASL). As of December 31, 2011, the outstanding balance owed OIL was $282,500.

On March 22, 2010, (the 1^st March 2010 Note) the Company borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature, whereby the first $10,000 of the note was convertible at $0.01 per share and the remainder of the note and principal is convertible at 80% of the five day average closing price immediately preceding conversion and increased the face amount to $41,500. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $41,500 and any accrued interest was payable. During the year ended December 31, 2011 the holder converted $17,500 of the principal into 4,000,000 shares of the Company’s common stock. The outstanding principal balance of the convertible promissory note at December 31, 2011 was $24,000, and is in default.

F-12

.On March 22, 2010, (the 2^nd March 2010 Note) the Company borrowed an additional $40,000 also from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature whereby the first $10,000 of the note was convertible at $0.01 per share and the remainder of the note and principal is convertible at 80% of the five day average closing price immediately preceding conversion and increased the face amount to $41,500. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $41,500 and any accrued interest was payable. During the year ended December 31, 2011 the holder converted $28,818 of principal into 7,721,130 shares of the Company’s common stock. The outstanding principal balance of the convertible promissory note at December 31, 2011 was $12,182, and is in default.

The Company evaluated the terms of the amendment to the 1^st and 2^nd March 2010 Notes and concluded that the amended notes did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since each of the amended notes were convertible into shares of common stock at a discount to the market value of the common stock. The discount of the 1^st March 2010 Note related to the beneficial conversion feature was valued at $12,000 based on the intrinsic value of the discount. The discount was fully amortized during 2011 due to the short-term nature of the note. For the period ended December 31, 2011, $12,000 was charged to interest expense associated with the amortization of the debt discount for the 1^st March 2010 Note. The discount of the 2^nd March 2010 Note related to the beneficial conversion feature was valued at $12,000 based on the intrinsic value of the discount. The discount was fully amortized during 2011 due to the short-term nature of the note. For the period ended December 31, 2011, $12,000 was charged to interest expense associated with the amortization of the debt discount for the 2^nd March 2010 Note.

On April 21, 2010 (the April 2010 Note) the Company borrowed $40,000 from a non-related third party bearing interest at 5% per annum. The loan is unsecured and the principal and accrued and unpaid interest is payable at maturity on December 31, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature whereby the first $10,000 of the note was convertible at $0.01 per share and the remainder of the note and principal is convertible at 80% of the five day average closing price immediately preceding conversion. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $40,000 and any accrued interest was payable. During the year ended December 31, 2011 the holder converted $10,000 of principal into 1,000,000 shares of the Company’s common stock. The outstanding principal balance of the convertible promissory note at December 31, 2011 was $30,000 and is in default.

The Company evaluated the terms of the amendment to the note and concluded that the amended note did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since the amended note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature was valued at $12,000 based on the intrinsic value of the discount. The discount was fully amortized during 2011 due to the short-term nature of the note. For the period ended December 31, 2011, $12,000 was charged to interest expense associated with the amortization of the debt discount.

On October 25, 2010 (the “October 2010 Note”) an unrelated third party (the “Party”) advanced $63,000 to the Company under the terms of a convertible promissory note. The convertible promissory note (as amended) bears interest at 8% per annum and matured on July 27, 2011, at which date the $63,000 and any accrued interest was payable. The convertible promissory note (as amended) has a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 60% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The Company is required at all times to have authorized and reserved three times the number of shares that are actually issuable upon full conversion of the convertible promissory note. So long as the Company is not in default, the lender cannot exercise its conversion right for 180 days following the issuance date of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not received a notice of conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty-one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepayment.

During the year ended December 31, 2011, the holder converted $50,700 face amount of the note. Pursuant to the Conversion Price, the Company issued 51,531,563 shares of the Company’s common stock at $0.001.The outstanding principal balance of the convertible promissory note at December 31, 2011 was $12,300, and is in default.

F-13

On December 21, 2010 (the “December 2010 Note”) the same Party advanced $32,500 to the Company under the same terms and conditions (as amended) of the October 2010 Note. The October 2010 Note and the December 2010 Note are referred to as the 2010 Notes. The Company evaluated the conversion options of the 2010 Notes under FASB ASC 815-40 for derivative treatment and determined that the conversion options are required to be accounted for as a derivative. The outstanding principal balance of the convertible promissory note at December 31, 2011 was $32,500, and is in default.

The fair value of the derivative on the 2010 Notes on their date of their respective issuances and combined as of December 31, 2010 and December 31, 2011 was determined using the Black-Scholes option pricing model with the following assumptions:


	October 25, 2010			December 21, 2010				December 31, 2010		December 31, 2011
Common stock issuable upon conversion		13,125,000			3,465,558			13,375,350		196,491,228
Estimated market value of common stock on measurement date (1)	$	0.008		$	0.015		$	0.012	$	0.002
Conversion price (2)	$	0.0048		$	0.00937		$	0.0071	$	0.0002
Risk free interest rate (3)		0.18	%		0.19	%		0.19%		0.01 (3)
Time to maturity (4)	0.75 years			0.75 years				0.75 years		Various (4)
Expected volatility (5)		165	%		197	%		195%		302%
Expected dividends (6)		0	%		0	%		0%		0%

On March 7, 2011 (the “March 2011 Note”), June 22, 2011 (the “June 2011 Note”) and August 23, 2011 (the “August 2011 Note”) the Company issued convertible promissory notes of $30,000, $11,000 and $14,500, respectively, to the same Party, under the same terms and conditions as the 2010 Notes (as amended), other than the August 2011 Note defines the Variable Conversion Price as 45% of the average of the three (3) lowest trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. On July 1, 2011 the Party advanced the proceeds of the June 2011 Note directly to various creditors of the Company. In August 2011, the Party advanced $14,000 directly to creditors of the Company and $500 to the Company. The March 2011 Note, June 2011 Note and August 2011 Note are referred to as the 2011 Notes. The Company evaluated the conversion options of the 2010 Notes under FASB ASC 815-40 for derivative treatment and determined that the conversion options are required to be accounted for as a derivative.

On December 9, 2011, the March 2011 Note in the original face amount of $30,000 went into default as a result of the Company’s non-payment.

The outstanding principal balance at December 31, 2011 of the March 2011 Note, the June 2011 Note and the August 2011 Note was $30,000, $11,000 and $14,500 respectively.

On the date of issuance, the fair value of the derivative of the March 2011 Note was $37,633. As a result, a discount of $32,500 on the March 2011 Note, a derivative liability of $37,633, and a resulting loss on the fair value of the derivative liability were recorded on March 7, 2011. As of December 31, 2011, the fair value of the derivatives of the March 2011 Note was $34,200, which resulted in a recorded net gain on the fair value of derivative liability of $3,434 in the accompanying consolidated statements of operations. The Company also amortized the discount (included in interest expense) on the March 2011 Note in the amount of $30,000 for the year ended December 31, 2011.

On the date of issuance, the fair value of the derivative of the June 2011 Note was $13,945. As a result, a discount of $11,000 on the June 2011 Note, a derivative liability of $13,945, and a resulting loss on the fair value of the derivative liability were recorded on July 1, 2011 (the date the June 2011 Note was funded). As of December 31, 2011, the fair value of the derivatives of the June 2011 Note was $15,290, which resulted in a recorded net loss on the fair value of derivative liability of $1,345 in the accompanying consolidated statements of operations. The Company also amortized the discount (included in interest expense) on the June 2011 Note in the amount of $7,334 for the year ended December 31, 2011. The unamortized discount on the June 2011 Note as of December 31, 2011 is $3,666.

On the date of issuance, the fair value of the derivative of the August 2011 Note was $40,278. As a result, a discount of $14,500 on the August 2011 Note, a derivative liability of $40,278, and a resulting loss on the fair value of the derivative liability were recorded on August 23, 2011. As of December 31, 2011, the fair value of the derivatives of the August 2011 Note was $25,133, which resulted in a recorded net gain on the fair value of derivative liability of $15,145 in the accompanying consolidated statements of operations. The Company also amortized the discount (included in interest expense) on the August 2011 Note in the amount of $6,820 for the year ended December 31, 2011. The unamortized discount on the August 2011 Note as of December 31, 2011 is $7,680.

F-14

The fair value of the derivative of the 2011 Notes on their respective dates of issuance and on December 31, 2011 was determined using the Black-Scholes option pricing model with the following assumptions:


	March 7, 2011			June 22, 2011				August 23, 2011		December 31, 2011
Common stock issuable upon conversion		5,376,344			4,648,215			20,138,889		285,666,556
Estimated market value of common stock on measurement date (1)	$	0.01		$	0.0042		$	0.0029	$	0.004
Conversion price (2)	$	0.00558		$	0.00237		$	0.0007	$	0.00018-0.0002
Risk free interest rate (3)		0.11	%		0.10	%		0.06%		0.01-0.06 (3)
Time to maturity (4)	0.75 years			0.75 years				0.75 years		Various (4)
Expected volatility (5)		191	%		242	%		253%		302%
Expected dividends (6)		0	%		0	%		0%		0%

The Black-Scholes models were valued with the following inputs:

(1)

Stock Price - The Stock Price was based on the closing price of the Company’s stock as of the Valuation Date.

(2)

Conversion Price - The conversion price was based on 50% (45% for the August 23, 2011 Note) of the average of the 3 lowest Stock Prices out of the last 10 trading days prior to the Valuation Date.

(3)

Risk Free Rate - The risk free rate was based on the Treasury Note rates as of the Valuation Dates with term commensurate with the remaining term of the debt.

(4)

Time to Maturity - The time to maturity was determined based on the length of time between the Valuation Date and the maturity of the debt.

(5)

Expected volatility - The expected volatility was based on the historical volatility of the Company.

(6)

Expected dividends - Management estimated the dividend yield at 0% based upon its expectation that there will not be earnings available to pay dividends in the near term.

A summary of the derivative liability balance as of December 31, 2010 and December 31, 2011 is as follows:


Fair Value	Derivative Liability Balance 12/31/10	Initial Derivative Liability	Fair value of convertible notes redeemed	Fair value change- year ended 12/31/11	Derivative Liability Balance 12/31/11
2010 Notes	$93,628	-	(50,286)	$7,730	$51,072
2011 Notes	-	91,856	-	(17,233)	74,623
Total	$93,628	$91,856	(50,286)	$(9,503)	$125,695

On June 22, 2011, the Company agreed to amend the conversion price of the 2010 Notes, the March 2011 Note and the June 2011 Note to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 50% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date.

The Company evaluated the modification and concluded that the modification was not an extinguishment of the original debt; as a result, no gain or loss was recognized upon modification and there was not a significant difference between the carrying value of the debt prior to modification and the fair value of the debt after modification.

F-15

On September 9, 2011, (the Bertagnolli Note) the Company entered into a promissory note in the amount of $96,499 with its Chief Executive Officer and Director for amounts previously owed and accrued to Bertagnolli. The note bears interest at the rate of 8% per annum and is payable on demand. Any amounts not paid when due bear interest at the rate of 15% per annum until paid in full. During the year ended December 31, 2011, the Company made repayments totaling $20,000. The outstanding principal balance of the promissory note at December 31, 2011 was $76,499.

Also on September 9, 2011, the Company entered into a convertible promissory note in favor of a third party (the ASL Note) in the amount of $105,000, which evidenced a $100,000 bonus and $5,000 of expenses incurred by the third party in contemplation of a management agreement. The convertible note is payable on demand, accrues interest at the rate of 8% per annum (15% in the event of a default) and is convertible, together with accrued and unpaid interest thereon, at the option of the third party, into shares of the Company’s common stock at a conversion price of $0.002 per share. The Company also agreed that the third party would earn an additional $100,000 bonus in the event that (a) the Company adopted an asset purchase agreement, share exchange agreement, plan of merger or consolidation, pursuant to which the Company’s shareholders held less than 50% of the voting stock of the resulting entity post transaction, (b) the Board of Directors’ approved the sale of substantially all of the assets of the Company, or (c) voting control of the Company was acquired by any person other than the current control person of the Company ((a) through (c), a “Restructuring”); that the third party would be paid a bonus of $0.20 for every $1.00 of reduction of liabilities (including contingent liabilities) of the Company that the third party is able to affect during the term of a Management Agreement dated September 9, 2011, which has a term of 90 days and automatically renews for additional one-month periods thereafter; and to issue the third party 1% of the Company’s fully-diluted shares of common stock following any Restructuring. The Company also agreed to indemnify the third party against any liability it may have in connection with the services rendered by the third party pursuant to the Management Agreement or the Company in general and to pay the third party liquidated damages of $50,000 in addition to such indemnification, in the event that the third party becomes party to any claim as a result of the services provided under the Management Agreement or the Company in general.

The Company evaluated the terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature.

In connection with the Company’s entry into the convertible note, the Company entered into a security agreement with the third party and provided the third party a first priority security interest in all of the Company’s assets to secure the repayment of the convertible note.

Effective November 28, 2011, the Company agreed to amend the aforementioned note to increase the principal amount to $109,750. The outstanding principal balance of the promissory note at December 31, 2011 was $109,750.

A summary of notes payable balances as of December 31, 2010 and 2011 follows:


Note		January 1, 2011	Additions	Payments	Principal Conversions	Common Stock Issued		December 31, 2011
OIL	$	282,500	-	-	-	-	$	282,500
1^st March 2010 Note		40,000	1,500	-	17,500	4,000,000		24,500
2^nd March 2010 Note		40,000	1,500	-	28,818	7,721,130		12,182
April 2010		40,000	-	-	10,000	1,000,000		30,000
Lucas Note		20,000	-	20,000	-	-		-
Bertagnolli Note (1)		-	96,499	20,000	-	-		76,499
ASL Note		-	109,750	-	-	-		109,750
2010 Notes		95,500	-	-	50,700	51,531,563		44,800
2011 Notes		-	55,500	-	-	-		55,500
Sub-total	$	518,000	264,749	40,000	107,018	64,252,693	$	635,731
Discount on notes		(79,130)						(11,346)
Balances	$	438,870					$	624,385

(1)

Classified as Note payable, related party on the financial statements presented herein.

F-16

NOTE 8 – FAIR VALUE MEASUREMENTS

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Level 3:

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The Company’s valuation models are primarily industry standard models. Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

As required by FASB ASC Topic 820 – 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model (See Note 8).

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2011:


	Fair Value Measurements at December 31, 2011
Description		(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability	$	-	$	-	$	125,695	$	125,695
Total	$	-	$	-	$	125,695	$	125,695

NOTE 9 – RELATED PARTY TRANSACTIONS

F-17

NOTE 10 – STOCK OPTIONS AND WARRANTS

Summary information regarding stock option activity is as follows:


	Number of Shares		Weighted Average Exercise Price
Outstanding at January 1, 2010		8,000,000	$	1.00
Granted		-		-
Exercised		-		-
Cancelled/Expired		(8,000,000)		(1.00)
Outstanding at December 31, 2010		-		-
Granted		-		-
Exercised		-		-
Cancelled/Expired		-		-
Outstanding at December 31, 2011		-	$	-

NOTE 11 – COMMON STOCK

On January 26, 2010, the Company issued 1,000,000 common shares valued at $56,000, based on the fair market value using quoted market prices on the date of grant to Excelsus Capital Partners, LLC for services rendered.

On February 1, 2010, the Company issued 800,000 common shares valued at $44,800, based on fair market value using quoted market prices on the date of grant to Rio Sterling Holdings, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $12,500 and recorded a realized loss of $32,300 on settlement of debt.

On February 1, 2010, the Company issued 800,000 common shares valued at $44,800, based on fair market value using quoted market prices on the date of grant to Barclay Lyons, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $12,500 and recorded a realized loss of $32,300 on settlement of debt.

On March 4, 2010, the Company issued 10,000,000 common shares valued at $330,000, based on fair market value using quoted market prices on the date of grant to Arthur Bertagnolli in satisfaction of accrued but unpaid employment compensation due to Arthur Bertagnolli of $43,500 and recorded compensation expense of $286,500 in exchange for services rendered.

On March 4, 2010, the Company issued 2,000,000 common shares valued at $70,000, based on fair market value using quoted market prices on the date of grant to for investment banking services rendered.

On March 4, 2010, the Company issued 3,000,000 common shares valued at $105,000, based on fair market value using quoted market prices on the date of grant for investment banking services rendered.

On March 4, 2010, the Company issued 500,000 common shares valued at $16,500, based on fair market value using quoted market prices on the date of grant for legal services rendered.

On March 18, 2010, the Company issued 1,500,000 common shares valued at $52,500, based on fair market value using quoted market prices on the date of grant to Rio Sterling Holdings, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $10,000 and recorded a realized loss of $42,500 on settlement of debt.

On March 18, 2010, the Company issued 1,500,000 common shares valued at $52,500, based on fair market value using quoted market prices on the date of grant to Barclay Lyons, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $10,000 and recorded a realized loss of $42,500 on settlement of debt.

On April 15, 2010, the Company issued 1,500,000 common shares valued at $45,000, based on fair market value using quoted market prices on the date of grant to Rio Sterling Holdings, LLC for payment on the Company’s note payable with Oil Investment Leases, Inc. (OIL) in the amount of $10,000 and recorded a realized loss of $35,000 on settlement of debt.

F-18

On April 26 and May 26, 2010, the Company issued 2,350,000 common shares valued at $58,500, based on fair market value using quoted market prices on the date of grant for consulting services rendered.

On May 26, 2010, the Company issued 500,000 common shares valued at $11,500, based on fair market value using quoted market prices on the date of grant for legal services rendered.

On December 15, 2010, the Company issued 1,500,000 common shares valued at $15,000, based on fair market value using quoted market prices on the date of grant for investment banking services rendered.

On December 31, 2010, the Company issued 1,850,000 common shares valued at $28,120, based on fair market value using quoted market prices on the date of grant to Directors in exchange for services rendered.

On December 31, 2010, the Company issued 600,000 common shares valued at $7,520, based on fair market value using quoted market prices on the date of grant for consulting services rendered.

On January 12, 2011, the holder of two promissory notes, each in the original face amount of $40,000, elected to convert an aggregate of $20,000 into 2,000,000 shares of common stock.

On January 12, 2011, the holder of a promissory note in the original face amount of $40,000, elected to convert $10,000 of the face amount into 1,000,000 shares of common stock.

On February 2, 2011, the Company issued 100,000 common shares valued at $1,500, based on fair market value using quoted market prices on the date of grant for consulting services rendered.

On April 14, 2011, the holder of a promissory note dated March 22, 2010 in the original face amount of $40,000 converted $9,409 face amount of the note into 3,360,565 shares of the Company’s common stock.

On April 28, 2011, the holder of a promissory note originally dated October 25, 2010 in the original face amount of $63,000 converted $6,000 face amount of the note into 3,333,333 shares of the Company’s common stock.

On May 20, 2011, the holder of a promissory note dated March 22, 2010 in the original face amount of $40,000 converted $7,500 face amount of the note into 3,000,000 shares of the Company’s common stock.

On May 20, 2011, the holder of a promissory note dated March 22, 2010 in the original face amount of $40,000 converted $9,409 face amount of the note into 3,360,565 shares of the Company’s common stock.

The holder of the October 2010 Note converted the following:

On July 1, 2011, the holder converted $7,000 of the face amount of the note into 3,500,000 shares of the Company’s common stock.

On July 22, 2011, the holder converted $4,000 face amount of the note into 2,222,222 shares of the Company’s common stock.

On July 27, 2011, the holder converted $4,500 face amount of the note into 3,750,000 shares of the Company’s common stock.

On August 3, 2011, the holder converted $4,000 face amount of the note into 4,000,000 shares of the Company’s common stock.

On October 19, 2011, the holder converted $2,500 face amount of the note into 2,777,778 shares of the Company’s common stock.

On October 25, 2011, the holder converted $3,000 face amount of the note into 3,333,333 shares of the Company’s common stock.

On November 2, 2011, the holder converted $5,000 face amount of the note into 5,000,000 shares of the Company’s common stock.

F-19

On November 8, 2011, the holder converted $4,500 face amount of the note into 5,000,000 shares of the Company’s common stock.

On November 18, 2011, the holder converted $4,000 face amount of the note into 4,819,277 shares of the Company’s common stock.

On November 28, 2011, the holder converted $2,500 face amount of the note into 3,676,471 shares of the Company’s common stock.

On December 15, 2011, the holder converted $2,500 face amount of the note into 5,319,149 shares of the Company’s common stock.

On December 30, 2011, the holder converted $1,200 face amount of the note into 4,800,000 shares of the Company’s common stock.

PREFERRED STOCK

Effective December 5, 2011, the Board of Directors approved the filing of a Certificate of Designations establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation”). The Designation allows the Board of Directors in its sole discretion to issue up to 1,000 shares of Series A Preferred Stock. On December 5, 2011 1,000 shares of Series A Preferred Stock Shares were issued Mr. Bertagnolli, for services valued at $1,000. The preferred shares, have the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote. The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future (the “Super Majority Voting Rights”). Additionally, the Company cannot adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Designation, 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 such 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.

NOTE 12 – COMMITMENTS, CONTINGENCIES AND LITIGATION

Employment Agreement

Pursuant to the terms and conditions of an Employment Agreement entered into with Mr. Bertagnolli on March 31, 2009:

The Company agreed to issue Mr. Bertagnolli options to purchase 4,000,000 shares of our common stock at an exercise price of $1.00 per share that will vest in 2 years from the date of the agreement. The fair value of the options is $242,426 which was valued using the Black-Scholes pricing model at the date of grant. Variables used in the Black-Scholes pricing model include (1) discount rate of 1.35%, (2) expected term of 5 years, (3) expected volatility of 142% and (4) zero expected dividends.

Under the Employment Agreement, the Company is obligated to pay Mr. Bertagnolli a cash bonus of 5% of the net proceeds of any sale of the Company to any larger oil and gas company, with an additional 5% if Mr. Bertagnolli secures the purchaser.

On July 27, 2010, the Company entered into a new Employment Agreement with Mr. Bertagnolli to serve as the Company’s President and Chief Executive Officer. The Agreement, which replaces and supersedes the prior Employment Agreement, is effective as of June 1, 2010 and has a term of two (2) years from the effective date. Unless terminated within one year of its expiration, the Agreement is automatically renewed for additional terms of one year each. It provides for a base salary of $15,000 per month together with certain prerequisites and annual grants of employee stock options at the discretion of the Company’s board of directors.

F-20

During January 2010, the Company entered into a consulting agreement with an unrelated third party and paid the consultant for investment banking services a commitment fee of $5,000 and issued the consultant 1,000,000 fully vested shares of common stock (See Note 12). The Company amended the consulting agreement in March 2010, and extended the term for twelve months from the date of the amendment and issued the consultant 5,000,000 fully vested shares of common stock (2,000,000 shares on March 4, 2010 and 3,000,000 shares on March 4, 2010 – See Note 12). As amended, the consulting agreement includes the following commitments:


i.	The consultant will receive $5,000 per month for twelve months;
ii.	The consultant will receive a referral fee of 10% cash and 10% equity of the aggregate amount of each successful equity financing;
iii.	The consultant will receive a referral fee of 5% cash and 5% equity of the aggregate amount of each successful debt financing.

During March 2010, the Company executed an investor relations agreement whereby the Company, agreed to pay $120,000 in cash and 600,000 shares in common stock with an initial payment of $15,000 and issue 100,000 shares of common stock to be paid upon execution of the agreement. As of September 30, 2010, the Company paid a total of $45,000 cash and issued 300,000 shares of the Company’s common stock valued at $6,900, based on the fair market value using quoted market prices on the date of grant. During the three months ended September 30, 2010, the Company terminated the agreement. There was no unrecognized expense related to this agreement at December 31, 2010.

During October 2010, the Company executed an investor relations agreement, whereby the Company agreed to pay $90,000 in cash and 900,000 shares in common stock with an initial payment of $15,000 and an initial issuance of 400,000 shares of common stock to be paid upon execution of the agreement. As of December 31, 2010, the Company paid a total of $22,500 cash and issued 600,000 shares of the Company’s common stock valued at $7,520, based on the fair market value using quoted market prices on the date of grant. During February 2011, the Company issued 700,000 shares of the Company’s common stock valued at $8,400, based on the fair market value using quoted market prices on the date of grant.

The Company’s Employment Agreement with Arthur Bertagnolli provides for certain compensation and benefits based on the Company’s achievement of specified milestones. As of December 31, 2011, none of those milestones had been achieved. Under certain circumstances, Mr. Bertagnolli is also entitled to an additional payment upon sale of the Company.

Panos Industries, LLC v. Savoy Energy Corporation, et. al., District Court, Clark County, Nevada Case # A-10-612340-C.

On March 19, 2010, this action was filed in the above-entitled Court seeking damages “…in excess of $50,000” based upon monies which the Plaintiff claims were advanced by Plaintiff on behalf of the Company. This action is in its very early stages and as of this date the Company has not been served with the Summons and Complaint, and has therefore not filed any Answer to the Complaint. While the outcome of this matter cannot be predicted, the Company specifically denies that it is indebted to Plaintiff and believes that any claims purportedly asserted in the lawsuit are without merit. The Company further believes that it has meritorious claims against Plaintiff which arose in connection with the merger of the Company’s predecessor (Arthur Kaplan Cosmetics, Inc.) with Plantation Exploration, Inc. and in connection with the aftermath of the merger. The Company intends to vigorously defend any claims asserted by the Plaintiff and to aggressively prosecute its claims against the Plaintiff. Even if the Company is ultimately successful in defending this action, it will incur legal fees and other expenses in connection with such defense; the amount of which cannot be predicted at this time. Such expenses could have a material impact on the Company’s future operating results and have an adverse impact on the Company’s funds available for its operations. On January 19, 2012, the parties mutually agreed to dismiss the suit.

NOTE 13 – EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share.


	For the Year Ended December 31, 2011		For the Year Ended December 31, 2010
Net Loss (numerator)	$	(419,164)	$	(1,166,921	)
Shares (denominator)		85,068,158		54,164,630
Per share amount	$	(0.00)	$	(0.02	)

No computation for diluted earnings per share was prepared for the convertible promissory notes (See Note 7).

F-21

NOTE 14 – INCOME TAXES

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 35% to the net loss before provision for income taxes for the following reasons:


	For the Year Ended December 31, 2011			For the Year Ended December 31, 2010
Income tax expense at statutory rate	$	(175,837	)	$	(455,109	)
Change in valuation allowance		175,837			455,109
Income tax expense per books	$	-		$	-

Net deferred tax assets consist of the following components as of:


	December 31, 2011		December 31, 2010
NOL carryover	$	(1,190,307)	$	(390,338)

Stock-based compensation		(1,501)		(672,590)
Valuation allowance		1,191,808		1,062,928
Net deferred tax asset	$	-	$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards of $64,266 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

NOTE 15 – SUBSEQUENT EVENTS

On January 30, 2012 the Company issued 5,263,158 shares of common stock in exchange for the conversion of $1,000 of the October 2010 Note.

On February 9, 2012 the Company issued 5,217,391 shares of common stock in exchange for the conversion of $1,200 of the October 2010 Note.

On February 28, 2012 the Company issued 5,400,000 shares of common stock in exchange for the conversion of $2,700 of the October 2010 Note.

On March 9, 2012 the Company issued 6,875,000 shares of common stock in exchange for the conversion of $4,600 of the October 2010 Note and $900 of accrued and unpaid interest on the October 2010 Note.

On March 22, 2012 the Company issued 6,857,342 shares of common stock in exchange for the conversion of $2,800 of the October 2010 Note and $1,620 of accrued and unpaid interest on the October 2010 Note.

In March 2012 ASL sold and transferred the outstanding balance of $282,500 acquired from OIL (See Note 8) to a third party (the “Assigned OIL Note”).

In March 2012, ASL the holder of a convertible promissory note (the “ASL Note”) in the initial face value of $105,000 sold and transferred $65,000 of the note to a third party(the “Assigned ASL Note”)

F-22

On March 25, 2012, the Company issued a convertible promissory note to an unrelated third party. The Company received the funds on April 2, 2012. The convertible promissory note bears interest at 8% per annum and matures on March 25, 2013, at which date the $20,000 and any accrued interest was payable. The convertible promissory note has a conversion price equal to 50% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The note can be prepaid at any time without any premium or penalty. In addition, the Company agreed to issue to the note holder, warrants to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.005 per share. The warrants expire on the March 25, 2015.

During the three months ended March 31, 2012, the Company expensed an additional $45,000 of officer’s salary to Bertagnolli, reclassed $45,000 from accrued officer’s salary and increased the Bertagnolli note by $90,000. The balance of the Bertagnolli Note was $166,499 and on March 30, 2012 Mr. Bertagnolli sold and transferred $135,000 of the Bertagnolli Note to a third party.

On March 30, 2012 the Company signed a binding term sheet (the “Term Sheet”) with a third party, whereby under certain terms and conditions, the third party has the right to acquire form Mr. Bertagnolli the 1,000 shares of Series A Preferred Stock (see Note 11). As of the filing of this Report, the terms and conditions of the Term Sheet have not been satisfied.

On April 2, 2012 the Company issued 7,462,687 shares of common stock in exchange for the conversion of $5,000 of the December 2010 Note.

On May 10, 2012 the Company issued 8,010,175 shares of common stock in exchange for the conversion of $4,600 of the Assigned OIL Note.

On May 29, 2012 the Company issued 7,864,865 shares of common stock in exchange for the conversion of $15,730 of the ASL Note.

On June 25, 2012 the Company issued 6,000,000 shares of common stock in exchange for the conversion of $6,600 of the Assigned OIL Note.

One June 28, 2012, the Company issued a convertible note to ASL for $22,500 in exchange for consulting services from April 1, 2012 through June 30, 2012. The note is due on demand and carries an annual interest rate of 8%. The note is convertible at $0.0004 into shares of common stock of the Company. The Company also issued ASL a warrant to purchase 2,500,000 shares of common stock at an exercise price of $0.0004, expiring on June 28, 2015.

Also on June 28, 2012, the Company agreed to issue in exchange for $45,000 of accrued and unpaid officer’s fees for the period from April 1, 2012 to June 30, 2012, a convertible note to Bertagnolli for $45,000. The note is due on demand and carries an annual interest rate of 8%. The note is convertible at $0.0004 into shares of common stock of the Company. The Company also issued Bertagnolli a warrant to purchase 3,500,000 shares of common stock at an exercise price of $0.0004, expiring on June 28, 2015.

On July 26, 2012 the Company issued a convertible promissory note of $10,000 to the same Party, under the same terms and conditions as the 2011 Notes (as amended).

On November 6, 2012 the Company issued 5,639,275 shares of common stock in exchange for the conversion of $3,553 of the Assigned OIL Note.

On December 5, 2012 the Company issued 9,600,000 shares of common stock in exchange for the conversion of $5,120 of the Assigned OIL Note.

On December 19, 2012 the Company issued a convertible promissory note of $11,500 to the same Party, under the same terms and conditions as the 2011 Notes (as amended).

On December 31, 2012, the Company issued a convertible note to ASL for $45,000 in exchange for consulting services from July 1, 2012 through December 31, 2012. The note is due on demand and carries and annual interest rate of 8%. The note is convertible at $0.0004 into shares of common stock of the Company. The Company also issued ASL a warrant to purchase 25,000,000 shares of common stock at an exercise price of $0.0004, expiring on December 31, 2015.

Also on December 31, 2012, the Company agreed to issue in exchange for $45,000 of accrued and unpaid officer’s fees for the period from July 1, 2012 to December 31, 2012, a convertible secured note to Bertagnolli for $45,000. The note is due on demand and carries an annual interest rate of 8%. The note is convertible at $0.0004 into shares of common stock of the Company. The Company also issued Bertagnolli a warrant to purchase 25,000,000 shares of common stock at an exercise price of $0.0004, expiring on December 31, 2015.

Management performed an evaluation of the Company’s activity through the date these financials were issued to determine if they must be reported. The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

F-23

Filing Compare · Savoy Energy Corp