UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2011~~2012.

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

For the transition period from

Commission file number: 000-30377

PROVIDENCE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas

06-1538201

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400, Austin, Texas 78701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ~~(210)~~598 ~~807-4204~~94 74 82 67

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.0001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such

reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark 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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not

contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule

12b-2 of the Exchange Act. Smaller reporting company þ

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

The aggregate market value of the registrant's common stock, $0.0001 par value (the only class of voting stock), held by

non-affiliates (1116,~~567~~945,~~212~~ 545 shares) was approximately $1550,~~243,475~~ 730 based on the average closing bid and ask prices ($0.~~1075~~0325) for the

common stock on ~~May~~March 128, ~~2012~~2013.

At ~~May~~April 21, ~~2012~~ 2013 the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting

stock), was 15 24,~~346~~846,586.

TABLE OF CONTENTS

PART I

Item1.

Business ~~............................................................................................................................ 3~~

Item 1A.

Risk Factors ~~...................................................................................................................... 9~~

Item 1B.

Unresolved Staff Comments ~~........................................................................................... 14~~

Item 2.

Properties ~~........................................................................................................................ 14~~

Item 3.

Legal Proceedings ~~........................................................................................................... 16~~

Item 4.

~~(Removed~~Mine ~~and~~Safety ~~Reserved) ................................................................................................ 16~~Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of

~~Purchases of Equity Securities ........................................................................................~~ 17

Equity Securities

Item 6.

Selected Financial Data ~~................................................................................................... 20~~

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Operations .......................................................................................................................~~ 20

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk ~~.......................................... 24~~

Item 8.

Financial Statements and Supplementary Data ~~............................................................... 24~~

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Disclosure ....................................................................................................................... 25~~26

Item 9A.

Controls and Procedures ~~................................................................................................. 25~~

Item 9B.

Other Information ~~........................................................................................................... 27~~

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance~~.............................................. 28~~

Item 11.

Executive Compensation~~................................................................................................. 31~~

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

~~Stockholder Matters ........................................................................................................ 33~~34

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence ~~................. 33~~

Item 14.

Principal Accountant Fees and Services~~.......................................................................... 34~~

PART IV

Item 15.

Exhibits, Financial Statement Schedules ~~......................................................................... 35~~

Signatures

~~........................................................................................................................................ 36~~37

PART I

ITEM 1.

BUSINESS

As used herein the terms “Company,” “we,” “us,” and “our,” refer to Providence Resources, Inc., a

Texas corporation, and its subsidiaries. All references herein to “PRE” refer to PRE Exploration, LLC,

the Company’s wholly owned subsidiary, and its subsidiaries.

Corporate History

The Company was incorporated under the laws of the State of Texas on February 17, 1993, as “GFB

Alliance Services, Inc.” We have since undergone several name changes and on May 13, 1999 adopted the

name “Healthbridge, Inc.” During early 2002 we acquired exclusive ownership and intellectual property

rights for a medical waste disposal technology. Prior to year end 2005 we decided to discontinue all

operations related to these rights due to our inability to commercialize the technology.

Management’s focus then turned to opportunities existing in the oil and gas sector. The search ultimately

caused the Company to acquire PRE Exploration LLC on September 29, 2006 in connection with

prospective oil and gas production from lease hold interests in Comanche, Hamilton and Val Verde

Counties, Texas. On completing the acquisition of PRE the Company changed its name to “Providence

Resources, Inc.”

The Company ~~has~~subsequently ~~since~~ abandoned exploration and development efforts in Comanche and Hamilton

Counties. ~~Developmental resources are now solely devoted to the completion of wells drilled on its Val~~

The Val Verde County leases expired in February of 2013. The Company is currently in discussions with

the land owners for the purpose of renewing the Val Verde County leases. Should developmental resources

become available and we are able to reach an agreement to renew these leasehold interests, our focus will

return to the completion of wells drilled in Val Verde County.

The Company’s principal place of business is located at 700 Lavaca Street, Austin, Texas 78701, and our

telephone number is (~~512~~210) ~~452~~807-~~3327~~4204. Our registered statutory office is located at 408 West 17th Street,

Suite 101, Austin, Texas 78701.

The Company

Oil and Gas Exploration in Val Verde County

Leases

On March 30, 2006, PRE acquired approximately 12,832 gross acres of oil and gas leases over 57 square

miles in Val Verde County, Texas from Global Mineral Solutions, L.P. (“Global”). The leases included

underlying multiple oil and gas target zones delineated by 3D seismic data and drilling in the area, along a

trend that has produced from multiple large gas fields, including the Gomez field, the Brown Bassett field,

and the JM field. Effective December 12, 2008, the lease terms on 9,989.2 of the acres under lease were

extended pursuant to an agreement with I.W. Carson LLC (“Carson”), the owner of the acreage. On

December 22, 2008, PRE acquired from Global an additional 3,352.1 acres of oil and gas leases underlying

acreage owned by Carson for an aggregate of 13,341.3 acres in Val Verde County. On February 28, 2010,

PRE entered into an Extension and Amendment Re Oil and Gas Leases with Carson to extend the primary

term of the leases until February 28, 2013. The extension ~~obligates~~obligated PRE to drill two additional wells on the

leases. ~~PRE~~with ~~can~~the option to secure the leases past February 28, 2013 with continuous development ~~of the acreage~~. We

~~may seek an extension of the lease term as necessary to meet our commitments.~~3

The Company allowed leases on approximately 2,843 acres of that acreage acquired in 2006 to lapse.

Investment in that acreage was fully impaired in the year ended December 31, 2009.

3Since the expiration of the leases subsequent to period end, the Company has been in discussions with

Carson to negotiate the terms of a renewal in order to continue development activities in Val Verde County.

Seismic Exploration

On March 27, 2007, PRE engaged TRNCO Petroleum Corporation to implement an I/O two recording

system using the latest in state-of-the-art acquisition and processing parameters to generate high quality 3D

seismic data from the Val Verde County leases. Dawson Geophysical Company was concurrently engaged

to obtain the actual 3D seismic data while Fairfield Industries Incorporated was subsequently engaged to

interpret the data in concert with consulting geologists familiar with the geophysical applications of seismic

data. The 3D seismic data collected and interpreted illuminated deep gas targets at depths ranging from

14,000 to 16,000 feet in the Ellenberger carbonate, in addition to targets within the Strawn carbonate and

Pennsylvanian-Wolfcamp sandstone reservoirs at lesser depths. PRE identified 25 prospective drilling

locations on the Val Verde leases based on this information.

Drilling

On August 8, 2008, PRE entered into a Prospect Participation and Joint Operating Agreement with Elm

Ridge Exploration Company, LLC (“Elm Ridge”) pursuant to which Elm Ridge acquired a 50% working

interest in the Val Verde leases in exchange for $7,212,800 and a $2,000,000 carried interest in the drilling

of two exploratory wells. R.K Ford & Associates, Inc. (“R.K. Ford”) was then engaged to drill two

exploratory wells to the Ellenberger formation to test the structure at a depth of approximately 16,000 feet.

R.K. Ford finished drilling the Carson 10-1 in early March of 2009 and the Carson 12-1 in late April of

2009. Despite promising results the wells were not completed and the Carson 12-1 was plugged and

abandoned.

PRE and Elm Ridge executed an Assignment, Bill of Sale and Conveyance, effective March 1, 2010, that

assigned all of Elm Ridge’s right, title and interest in the Val Verde County leases back to PRE, including

the wells, rights, and intellectual property, subject to existing royalties, and agreements with Global.

Reentry/Completion

PRE intends to complete the Carson 10-1 and Carson 12-1 wells by reentering the well bore to test the

Strawn formation and, based on completion results, develop the Ellenberger formation. The development

program is contingent on the availability of financing, ~~and~~the ~~consideration~~renewal of leases on the ~~economics~~acreage ofthat ~~the~~have ~~program~~expired

~~based~~since onperiod ~~future~~end ~~projections~~and ~~for~~consideration ~~natural~~of ~~gas~~the ~~prices. Should~~economics ~~PRE~~of ~~determine~~the ~~not~~program tobased ~~proceed~~on ~~with~~future ~~its~~projections for natural

~~development~~gas ~~program in 2012 due to one or both of the noted contingencies, it intends to enter into~~prices.

~~negotiations~~The ~~with~~Company’s ~~the~~wholly ~~lease~~owned ~~owners~~subsidiary ~~for~~PRT ~~the~~Holdings, ~~purpose~~LLC, ofhas ~~extending~~posted ~~the~~a ~~leases~~$25,000 ~~beyond~~bond with the ~~February 2013~~Texas

~~expiration~~Railroad ~~date~~Commission and is now mandated as the operator of the Val Verde leases.

The Company’s wholly owned subsidiary PRT Holdings, LLC, has posted a bond with the Texas Railroad

Commission and is now mandated as the operator of the current leases in anticipation of completion efforts

associated with the existing well bores.

The Company fully impaired the capitalized costs associated with the Val Verde County oil and gas

properties in the year ended December 31, 2011.

Competition

The oil and gas business in Texas is highly competitive. Companies with greater financial resources,

existing staff and labor forces, equipment for exploration, and experience are in a better position than us to

compete for leases and production. In addition, our ability to market any oil and gas which we might

produce could be severely limited by our inability to compete with larger companies operating in the same

area, which may be willing or able to offer oil and gas at a lower price.

The Company competes in Texas with over 1,000 independent companies and approximately 40 significant

independent operators including Marathon Oil, Houston Exploration Company and Newfield Exploration

Company in addition to over 950 smaller operations with no single producer dominating the area. Major

operators such as Exxon, Shell Oil, ConocoPhillips, Mobil and others that are considered major players in

the oil and gas industry retain significant interests in Texas.

We believe that the Company can successfully compete against other independent companies by utilizing

the expertise of consultants familiar with the structures to be developed, ~~within~~maintaining ~~our~~low ~~Val Verde leases,~~corporate

~~maintaining low corporate~~ overhead and otherwise efficiently developing current lease interests.

Marketability

The Company does not produce oil or gas products for market at this time ~~and will have to consider the~~.

economics of constructing a natural gas pipeline to transport energy produced from its leases in Val Verde

County in the event commercial quantities of natural gas are determined to exist.

The products that the Company intends to market - oil and natural gas products - are commodities

purchased by many distribution and retail companies. Crude oil can be sold whenever it is produced subject

to transportation cost. Natural gas requires transportation from point of production to the purchaser by

pipeline.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

We currently have no patents, trademarks, licenses, franchises, concessions, or labor contracts, except the

leases we have acquired for oil, gas and mineral interests doto provide for the payment of royalties in the event

~~event~~ production is realized.

Governmental and Environmental Regulation

The Company’s oil and gas exploration activities, including future production and related operations, are

subject to extensive rules and regulations promulgated by federal and state agencies. Failure to comply with

such rules and regulations could result in substantial penalties. The regulatory burden on the oil and gas

industry adds to our cost of doing business and may affect future profitability. Since such rules and

regulations are frequently amended or interpreted differently by regulatory agencies, we are unable to

accurately predict the future cost or impact of complying with such laws.

The Company’s oil and gas exploration activities and the possibility of future production will be affected by

state and federal regulation of gas production, federal regulation of gas sold in interstate and intrastate

commerce, state and federal regulations governing environmental quality and pollution control, state limits

on allowable rates of production by a well or pro-ration unit and the amount of gas available for sale, state

and federal regulations governing the availability of adequate pipeline and other transportation and

processing facilities, and state and federal regulation governing the marketing of competitive fuels. For

example, a productive gas well may be “shut-in” because of an over-supply of gas or lack of an available

gas pipeline in the areas in which we may conduct operations. State and federal regulations generally are

intended to prevent waste of oil and gas, protect rights to produce oil and gas between owners in a common

reservoir, control the amount of oil and gas produced by assigning allowable rates of production and control

contamination of the environment. Pipelines are subject to the jurisdiction of various federal, state and local

agencies.

Many state authorities require permits for drilling operations, drilling bonds and reports concerning

operations and impose other requirements relating to the exploration and production of oil and gas. Such

states also have ordinances, statutes or regulations addressing conservation matters, including provisions

for the unitization or pooling of properties, the regulation of spacing, plugging and abandonment of wells,

and limitations establishing maximum rates of production from wells. Texas regulations do provide certain

limitations with respect to our operations.

Environmental Regulation

The recent trend in environmental legislation and regulation has been toward stricter standards, and this

trend will likely continue. The Company does not presently anticipate that we will be required to expend

amounts relating to future oil and gas production operations that are material in relation to our total capital

expenditure program by reason of environmental laws and regulations, but because such laws and

regulations are subject to interpretation by enforcement agencies and are frequently changed by legislative

bodies, we are unable to accurately predict the ultimate cost of such compliance.

The Company is subject to numerous laws and regulations governing the discharge of materials into the

environment or otherwise relating to environmental protection. These laws and regulations may require the

acquisition of a permit before drilling commences, restrict the types, quantities and concentration of various

substances that can be released into the environment in connection with drilling and production activities,

limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, and areas containing

threatened and endangered plant and wildlife species, and impose substantial liabilities for unauthorized

pollution resulting from our operations.

The following environmental laws and regulatory programs appear to be the most significant to our

operations in 2012:

Clean Water and Oil Pollution Regulatory Programs — The Federal Clean Water Act (“CWA”) regulates

discharges of pollutants to surface waters. The discharge of crude oil and petroleum products to surface

waters also is precluded by the Oil Pollution Act (“OPA”). Our operations are inherently subject to

accidental spills and releases of crude oil and drilling fluids that may give rise to liability to governmental

entities or private parties under federal, state or local environmental laws, as well as under common law.

Minor spills may occur from time to time during the normal course of our future production operations. We

will maintain spill prevention control and countermeasure plans (“SPCC plans”) for facilities that store

large quantities of crude oil or petroleum products to prevent the accidental discharge of these potential

pollutants to surface waters.

Clean Air Regulatory Programs — The Company’s operations are subject to the Federal Clean Air Act

(“CAA”), and state implementing regulations. Among other things, the CAA requires all major sources of

hazardous air pollutants, as well as major sources of certain other criteria pollutants, to obtain operating

permits, and in some cases, construction permits. The permits must contain applicable Federal and state

emission limitations and standards as well as satisfy other statutory and regulatory requirements. The 1990

Amendments to the CAA also established new monitoring, reporting, and recordkeeping requirements to

provide a reasonable assurance of compliance with emission limitations and standards. ~~PRE~~The ~~currently~~Company is not

~~obtains~~presently ~~construction~~aware ~~and~~of ~~operating~~any ~~permits~~potential ~~for~~adverse ~~our~~claims ~~compressor~~in ~~engines;~~this ~~we are not presently aware of any~~regard.

potential adverse claims in this regard.

Waste Disposal Regulatory Programs — The Company’s operations will generate and result in the

transportation and disposal of large quantities of produced water and other wastes classified by EPA as

“non-hazardous solid wastes”. The EPA is currently considering the adoption of stricter disposal and

clean-up standards for non-hazardous solid wastes under the Resource Conservation and Recovery Act

(“RCRA”). In some instances, EPA has already required the clean-up of certain non-hazardous solid waste

reclamation and disposal sites under standards similar to those typically found only for hazardous waste

disposal sites. It also is possible that wastes that are currently classified as “non-hazardous” by EPA,

including some wastes generated during our drilling and production operations, may in the future be

reclassified as “hazardous wastes”. Since hazardous wastes require more rigorous and costly treatment,

storage, transportation and disposal requirements, such changes in the interpretation and enforcement of the

current waste disposal regulations would result in significant increases in waste disposal expenditures.

The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) —

CERCLA, also known as the “Superfund” law, imposes liability, without regard to fault or the legality of

the original conduct, on certain classes of persons who are considered to have caused or contributed to the

release or threatened release of a “hazardous substance” into the environment. These persons include the

current or past owner or operator of the disposal site or sites where the release occurred and companies that

transported disposed or arranged for the disposal of the hazardous substances under CERCLA. These

persons may be subject to joint and several liabilities for the costs of cleaning up the hazardous substances

that have been released into the environment and for damages to natural resources. The Company is not

presently aware of any potential adverse claims in this regard.

Texas Railroad Commission — The State of Texas has promulgated certain legislative rules pertaining to

exploration, development and production of oil and gas that are administered by the Texas Railroad

Commission. The rules govern permitting for new drilling, inspection of wells, fiscal responsibility of

operators, bonding wells, the disposal of solid waste, water discharge, spill prevention, liquid injection,

waste disposal wells, schedules that determine the procedures for plugging and abandonment of wells,

reclamation, annual reports and compliance with state and federal environmental protection laws. The

Company believes that it functions in compliance with these rules.

Climate Change Legislation and Greenhouse Gas Regulation — Many studies over the past couple

decades have indicated that emissions of certain gases contribute to warming of the Earth’s atmosphere. In

response to these studies, many nations have agreed to limit emissions of “greenhouse gases” or “GHGs”

pursuant to the United Nations Framework Convention on Climate Change, and the “Kyoto Protocol.”

Although the United States elected not to participate in the Kyoto Protocol, several states have adopted

legislation and regulations to reduce emissions of greenhouse gases. Restrictions on emissions of methane

or carbon dioxide that may be imposed in various nations and states could adversely affect our operations

and demand for our prospective products.

The United States Supreme Court has ruled, in Massachusetts, et al. v. EPA, that the EPA abused its

discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources.

As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation under the

Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and emissions

limits under the Clean Air Act, even without Congressional action. As part of this array of new regulations

the EPA also issued a GHG monitoring and reporting rule that requires certain parties, including

participants in the oil and natural gas industry, to monitor and report their GHG emissions, including

methane and carbon dioxide, to the EPA. These regulations may apply to our operations. The EPA has

proposed two other rules that would regulate GHGs, one of which would regulate GHGs from stationary

sources, and may affect sources in the oil and natural gas exploration and production industry and the

pipeline industry. The EPA’s finding, the greenhouse gas reporting rule, and the proposed rules to regulate

the emissions of greenhouse gases would result in federal regulation of carbon dioxide emissions and other

greenhouse gases, and may affect the outcome of other climate change lawsuits pending in United States

federal courts in a manner unfavorable to our industry. Acts of Congress, particularly such as the

“American Clean Energy and Security Act of 2009,” also known as the “Waxman-Markey cap-and-trade

legislation,” approved by the United States House of Representatives on June 26, 2009, as well as the

decisions of lower courts, large numbers of states, and foreign governments which affect climate change

regulation could have a material adverse effect on our business, financial condition, and results of

operations.

Compliance

We believe that all of our operations are in substantial compliance with current applicable federal, state and

local environmental laws and regulations and that continued compliance with existing requirements will not

have a material adverse effect on our financial position, cash flows or results of operations. There can be no

assurance, however, that current regulatory requirements will not change, currently unforeseen

environmental incidents will not occur or past non-compliance with environmental laws or regulations will

not be discovered.

Employees

The Company currently has one employee and relies on independent contractors to assist it in managing the

development of ~~its~~ oil and gas ~~leases in Val Verde County~~interests. We also rely on geophysicists, geologists, attorneys, and accountants

~~attorneys, and accountants~~ as necessary to assist us in moving our business forward.

Reports to Security Holders

The Company’s annual report contains audited financial statements. We are not required to deliver an

annual report to security holders and will not automatically deliver a copy of the annual report to our

security holders unless a request is made for such delivery. We file all of our required reports and other

information with the Securities and Exchange Commission (the “Commission”). The public may read and

copy any materials that are filed by the Company with the Commission at the Commission’s Public

Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the

operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements

and forms filed by us with the Commission have also been filed electronically and are available for viewing

or copy on the Commission maintained Internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the Commission. The

Internet address for this site can be found at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

The Company’s operations and securities are subject to a number of risks. Below we have identified and

discussed the material risks that we are likely to face. Should any of the following risks occur, they will

adversely affect our operations, business, financial condition and/or operating results as well as the future

trading price and/or the value of our securities.

Risks Related to the Company’s Business

The Company has a history of operating losses and such losses may continue in the future.

Since the Company’s current inception of the exploration stage in 2006, ~~our~~ operations have resulted in a

continuation of losses. We will continue to incur operating losses until such time as we begin producing

revenue, which may or may not eventuate. Should the Company fail to produce revenue it will continue to

operate at a loss.

The Company has a limited operating history as an oil and gas exploration company.

The Company acquired PRE Exploration on September 29, 2006, which first began oil and gas exploration

during the fourth quarter of 2005 and has yet to successfully develop commercial production of oil or gas.

As such, our limited, and to date unsuccessful, operating history in the energy sector provides an inadequate

track record from which to base future projections of success.

The Company has a history of uncertainty about continuing as a going concern.

The Company’s audits for the periods ended December 31, ~~2011~~2012 and ~~2010~~2011 expressed substantial doubt as to

its ability to continue as a going concern due to the lack of revenue generating activities and the

accumulation of significant losses in the current exploration stage of $5557,~~384~~080,~~348~~934 as of December 31, ~~2011~~2012.

Unless we are able to overcome our dependence on successive financings and generate revenue from

operations, our ability to continue as a going concern is in jeopardy.

The Company cannot represent that it will be successful in continuing operations.

The Company has not generated revenue from operations and may not generate revenue over the next

twelve months. Since the Company may be unable to realize revenue in the near term, it will be forced to

continue to raise capital to remain in operation. We have no commitments for the provision of additional

capital and can offer no assurance that such capital will be available as necessary to sustain operations.

The Company has no assurance that it will be able to renew the leases that expired in Val Verde County

subsequent to period end.

The Company’s leases in Val Verde County expired subsequent to period end despite discussions with the

land owners to extend same. We are currently in negotiations to renew the Val Verde leases in order to

complete our development plan for those wells drilled to date. Despite our efforts, we can provide our

shareholders with no assurance that negotiations will ultimately result in a renewal of the Val Verde leases.

Should we be unable to reach an agreement to renew the leases our plan of operating going forward is

uncertain and may cause us to abandon efforts to date in oil and gas development activities.

Risks Related to the Oil and Gas Industry

Oil and natural gas drilling and producing operations involve risks which could result in net losses.

Drilling activities are subject to many risks, including the risk that no commercially productive reservoirs

will be discovered. Wells which we drill may not be productive, and, thus, we may not be able to recover all

or any portion of our investment in such wells. Drilling for oil and natural gas may involve unprofitable

efforts, not only from dry wells, but also from wells that are productive but do not produce sufficient net

reserves to return a profit after deducting drilling, operating and other costs. The seismic data and other

technologies which we use do not allow us to know conclusively prior to drilling a well that oil or natural

gas is present or may be produced economically. The cost of drilling, completing and operating a well is

often uncertain, and cost factors can reduce the feasibility of a project to produce a profit. Further, our

drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including:

9 unexpected drilling conditions;

• ~~unexpected~~title ~~drilling conditions~~problems;

• ~~title~~pressure ~~problems~~or irregularities in formations;

• ~~pressure~~equipment failures or ~~irregularities in formations~~accidents;

• ~~equipment~~adverse ~~failures~~weather ~~or accidents~~conditions;

• ~~adverse~~compliance ~~weather~~with ~~conditions~~environmental and other governmental requirements; and

• ~~compliance~~cost ~~with~~of, ~~environmental~~or ~~and~~shortages ~~other~~or ~~governmental~~delays ~~requirements;~~in the availability of, drilling rigs, equipment and services.

• cost of, or shortages or delays in the availability of, drilling rigs, equipment and services.

Our operations are subject to all the risks normally incident to the operation and development of oil and

natural gas properties and the drilling of oil and natural gas wells, including:

• encountering well blowouts;

• cratering, explosions and fires;

• pipe failure;

• formations with abnormal pressures resulting in uncontrollable flows of oil and natural gas;

• brine or well fluids; and

• release of contaminants into the environment and other environmental hazards and risks.

The nature of these risks is such that some liabilities including environmental fines and penalties could

exceed our ability to pay for the damages. We could incur significant costs due to these risks that could

contribute to net losses.

The Company is subject to federal, state and local laws and regulations which could create liability for

personal injuries, property damage, and environmental damages.

Exploration and development, exploitation, production and sale of oil and natural gas in the United States is

subject to extensive federal, state and local laws and regulations, including complex tax laws and

environmental laws and regulations. Existing laws or regulations, as currently interpreted or reinterpreted in

the future, or future laws or regulations could harm the Company’s business, results of operations and

financial condition. We may be required to make large expenditures to comply with environmental and

other governmental regulations. Matters subject to regulation include oil and gas production and saltwater

disposal operations and our processing, handling and disposal of hazardous materials, such as hydrocarbons

and naturally occurring radioactive materials, discharge permits for drilling operations, spacing of wells,

environmental protection, reports concerning operations, and taxation. Under these laws and regulations,

we could be liable for personal injuries, property damage, oil spills, discharge of hazardous materials,

reclamation costs, remediation, clean-up costs and other environmental damages.

Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in

increased operating costs and reduced demand for oil and natural gas.

On December 15, 2009, the U.S. Environmental Protection Agency (“EPA”) officially published its

findings that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment

to human health and the environment because emissions of such gases are contributing to warming of the

Earth’s atmosphere and other climatic changes. These findings by the EPA allow the agency to proceed

with the adoption and implementation of regulations that would restrict emissions of greenhouse gases

under existing provisions of the federal Clean Air Act. In late September 2009, the EPA had proposed two

sets of regulations in anticipation of finalizing its findings that would require a reduction in emissions of

greenhouse gases from motor vehicles and that could also lead to the imposition of greenhouse gas emission

limitations in Clean Air Act permits for certain stationary sources. In addition, on September 22, 2009, the

EPA issued a final rule requiring the reporting of greenhouse gas emissions from specified large

greenhouse gas emission sources in the United States beginning in 2011 for emissions occurring in 2010.

The adoption and implementation of any regulations over greenhouse gases could require us to incur costs

to reduce emissions of greenhouse gases associated with our operations or could adversely affect demand

for the oil and natural gas that we intend to produce.

On June 26, 2009, the U.S. House of Representatives passed the “American Clean Energy and Security Act

of 2009,” or “ACESA,” which would establish an economy-wide cap-and-trade program to reduce U.S.

emissions of greenhouse gases including carbon dioxide and methane. ACESA would require a 17%

reduction in greenhouse gas emissions from 2005 levels by 2020 and just over an 80% reduction of such

emissions by 2050. Under this legislation, the EPA would issue a capped and steadily declining number of

tradable emissions allowances to certain major sources of greenhouse gas emissions so that such sources

could continue to emit greenhouse gases into the atmosphere. These allowances would be expected to

escalate significantly in cost over time. The net effect of ACESA will be to impose increasing costs on the

combustion of carbon-based fuels such as oil, refined petroleum products, and natural gas. The U.S. Senate

has begun work on its own legislation for restricting domestic greenhouse gas emissions and the President

Obama Administration has indicated its support of legislation to reduce greenhouse gas emissions through

an emission allowance system. Although it is not possible at this time to predict when the Senate may act on

climate change legislation or how any bill passed by the Senate would be reconciled with ACESA, any

future federal laws or implementing regulations that may be adopted to address greenhouse gas emissions

could adversely affect demand for the oil and natural gas that we intend to produce.

The results of the Company’s current operations depend on the exploration and operational efforts of

third parties.

Our oil and gas exploration efforts through seismic exploration, processing, interpretation, drilling and

operation have been performed by third parties. We will continue to be dependent on third parties as we

pursue additional exploration. Despite such third parties being experienced in their respective fields, our

dependence on such to initiate, determine and conduct operations could impede our prospects of success.

Since oil and natural gas prices are volatile, any substantial decrease in prices could cause the Company

to continue to operate at a loss even in the event that we are successful in producing oil and gas.

Our future financial condition, results of operations and the carrying value of our oil and natural gas

properties will depend primarily upon the prices we receive for production, if any. Oil and natural gas prices

historically have been volatile and are likely to continue to be volatile in the future. Our cash flow from

operations will be highly dependent on the prices that we expect to receive for oil and natural gas. This price

volatility also affects the amount of cash flow available for capital expenditures and our ability to borrow

money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional

factors that are beyond our control. These factors include:

• the level of consumer demand;

• the domestic supply;

• domestic governmental regulations and taxes;

• the price and availability of alternative fuel sources;

• weather conditions; and

• market uncertainty.

These factors and the volatility of the energy markets generally make it extremely difficult to predict future

oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not

only reduce future revenue, but could reduce the amount of oil and natural gas that we can produce

economically and, as a result, could cause us to continue to operate at a loss. Should the oil and natural gas

industry experience price declines, we may continue to operate at a loss even if we produce oil or gas.

Risks Related to the Company’s Stock

The Company requires additional capital funding.

The Company requires additional funds, either through equity offerings, debt placements or joint ventures

to develop our operations. Such additional capital will result in dilution to our current shareholders. Our

ability to meet long-term financial commitments will depend on future cash. There can be no assurance that

any future income will generate sufficient funds to enable us to meet our financial commitments.

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of

brokerage firms acting as market makers. Because of the limitations of our market and volatility of the

market price of our stock, investors may face difficulties in selling shares at attractive prices when they

want to. The average daily trading volume for our stock has varied significantly from week to week and

from month to month, and the trading volume often varies widely from day to day.

The Company does not pay cash dividends.

The Company does not pay cash dividends. We have not paid any cash dividends since inception and have

no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the

discretion of our board of directors and would depend on, among other things, future earnings, our

operating and financial condition, our capital requirements, and general business conditions. Therefore,

shareholders should not expect any type of cash flow from their investment.

Our internal controls over financial reporting may not be considered effective, which conclusion could

result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our

stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our

management on our internal controls over financial reporting. Such report must contain, among other

matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of

the year, including a statement as to whether or not our internal controls over financial reporting are

effective. This assessment must include disclosure of any material weaknesses in our internal controls over

financial reporting identified by management. Since we are unable to assert that our internal controls are

effective, our investors could lose confidence in the accuracy and completeness of our financial reports,

which in turn could cause our stock price to decline.

The Company’s shareholders may face significant restrictions on their stock.

The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted

a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities

Act as follows:

3a51-1

which defines penny stock as, generally speaking, those securities which are not listed on

either NASDAQ or a national securities exchange and are priced under $5, excluding

securities of issuers that have net tangible assets greater than $2 million if they have been in

operation at least three years, greater than $5 million if in operation less than three years, or

average revenue of at least $6 million for the last three years;

15g-1

which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6

as those whose commissions from traders are lower than 5% total commissions;

15g-2

which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3

which details that broker/dealers must disclose quotes and other information relating to the

penny stock market;

15g-4

which explains that compensation of broker/dealers must be disclosed;

15g-5

which explains that compensation of persons associated in connection with penny stock

sales must be disclosed;

15g-6

which outlines that broker/dealers must send out monthly account statements; and

15g-9

which defines sales practice requirements.

Since the Company’s securities constitute a “penny stock” within the meaning of the rules, the rules would

apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they

may affect the ability of shareholders to sell their securities in any market that may develop; the rules

themselves may limit the market for penny stocks. Additionally, the market among dealers may not be

active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The

mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make.

Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at

the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value.

Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991,

the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:

• control of the market for the security by one or a few broker-dealers that are often related to the

promoter or issuer;

• manipulation of prices through prearranged matching of purchases and sales and false and

misleading press releases;

• “boiler room” practices involving high pressure sales tactics and unrealistic price projections by

inexperienced sales persons;

• excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

• the wholesale dumping of the same securities by promoters and broker-dealers after prices have

been manipulated to a desired level, along with the inevitable collapse of those prices with

consequent investor losses.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

Oil and Gas Properties

As of the ~~date~~period ofend ~~this~~December ~~current~~31, ~~report~~2012, the Company ~~holds~~held an aggregate of 13,341.3 acres of oil and gas ~~leases~~

leases located in Val Verde County, Texas. Subsequent to period end said leases expired. The Company

remains in negotiations with the acreage owners to renew the leases.

On March 30, 2006, PRE acquired 9,989.2 of its acres of oil and gas leases pursuant to an agreement with

Global ~~Mineral Solutions, LP (“Global”)~~. Effective December 12, 2008, the terms of the leases were extended pursuant to an Agreement re

~~extended pursuant to an Agreement re~~ Oil and Gas Lease with ~~I.W.~~ Carson ~~LLC (“Carson”), the owner of~~.

the acreage.

Abstract

Survey

Block

Original Grantee

Acres

2014

W. pt. 10

S-10

Monroe Ashworth

1,098.80

2301

W. pt. 14

S-14

M. A. Allen

955.40

2159

NW pt. 12

C-15

R. A. Ashley

126.00

2575

SW pt. 12

C-15

R. A. Ashley

398.30

1483

C-15

E. J. Hullum

556.85

1484

11 1/2

C-15

M. J. Main

556.85

2051

C G & S F

643.60

1519

G C & S F

643.60

2302

S-10

E. C. Hamilton

1,334.80

1518

GC & SF RR Co.

640.00

2387

GC & SF RR Co.

640.00

2059

GC & SF RR Co.

640.00

1509

GC & SF RR Co.

640.00

1489

C-15

B P. Simmons

1,115.00

Total

9,989.20

On December 22, 2008 PRE acquired from Global an additional 3,352.1 acres of oil and gas leases

underlying acreage owned by Carson.

Abstract

Part; Section

Block

Original Grantee

Acres

2300

All; 9

S-10

S. Bailey

1,335.80

2303

All; 4

S-10

M. M. Norman

1,335.80

1922

W/2, 3

S-10

H. Lawson

680.50

Total

3,352.10

On February 28, 2010, PRE entered into an Extension and Amendment Re Oil and Gas Leases with Carson

to extend the primary term of the leases until February 28, 2013. The extension ~~obligates~~obligated PRE to drill two

additional wells on the leases. ~~PRE~~with ~~can~~the right to secure the leases past February 28, 2013 with continuous

development of the acreage. The leases expired in February of 2013.

Drilling Activity

During 2009 PRE engaged R.K. Ford to drill two exploratory wells to the Ellenberger formation underlying

~~our~~the leases in Val Verde County ~~leases~~, one of which was plugged and abandoned subject to reentry. ~~The Company~~PRE’s

~~analyzed~~analysis of the ~~drill~~exploratory ~~results~~wells ~~and~~identified ~~made~~prospective asecondary ~~determination~~production totargets ~~complete both wells~~ in ~~2012~~the asStrawn ~~financing becomes~~and

~~available.~~Pennsylvanian WeWolfcamp/Canyon ~~are~~Sands. ~~now~~The ~~the~~Company ~~operator~~analyzed ~~for~~ the ~~leases~~drill results and ~~intend~~made ~~to complete the wells with the aid of~~a

~~sub-contractors.~~determination ~~The~~to ~~Company’s~~complete ~~analysis~~both ofwells ~~the~~in ~~exploratory~~2012 ~~wells~~subject ~~has~~to ~~identified~~financing. ~~prospective~~Since ~~secondary~~financing did not materialize over

~~production targets in~~ the ~~Strawn~~period, ~~and~~anticipated ~~Pennsylvanian~~completion ~~Wolfcamp/Canyon~~efforts ~~Sands~~were suspended.

PRE is not in the process of installing waterfloods, performing pressure maintenance operations, or

performing any other related operations of material importance.

Delivery Commitments

PRE has no contracts to provide a fixed and determinable quantity of oil or gas.

Undeveloped Acreage

All acreage in which PRE ~~maintains~~maintained an interest is to be considered undeveloped acreage. Undeveloped

acreage is considered to be those lease acres on which wells have not been drilled or completed to a point

that would permit the production of commercial quantities of oil and gas regardless of whether or not such

acreage contains proved reserves. Undeveloped acreage should not be confused with undrilled acreage held

by production under the terms of a lease. PRE’s interest in undeveloped acreage expired subsequent to

period end.

Oil and Gas Reserves

The existence of oil and gas reserves for our properties had not been determined as of December 31, ~~2011~~2012.

Oil and Gas Titles

As is customary in the oil and gas industry, we perform only a perfunctory title examination at the time of

acquisition of undeveloped properties. Prior to the commencement of drilling, in most cases, and in any

event where we are the operator, a title examination is conducted and significant defects remedied before

proceeding with operations. We believe that the title to our properties is generally acceptable to a

reasonably prudent operator in the oil and gas industry. The properties owned by us are subject to royalty,

overriding royalty, and other interests customary in the industry, liens incidental to operating agreements,

current taxes and other burdens, minor encumbrances, easements, and restrictions. We do not believe that

any of these burdens materially detract from the value of the properties or will materially interfere with their

use in the operation of our business.

Office Facility

The Company currently maintains limited executive office space at 700 Lavaca Street, Suite 1400, Austin,

Texas 78701 for which it pays rent of $6075 a month on a recurring basis.

ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

~~(REMOVED~~MINE ~~AND~~SAFETY ~~RESERVED)~~DISCLOSURES

~~Removed~~Not ~~and reserved~~Applicable.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is quoted on the Over the Counter Bulletin Board, a service maintained by

the Financial Industry Regulatory Authority, under the symbol “PVRS”. Trading in the common stock

over-the-counter market has been limited and sporadic and the quotations set forth below are not

necessarily indicative of actual market conditions. These prices reflect inter-dealer prices without retail

mark-up, mark-down, or commission which ~~have~~may ~~been~~not ~~retroactively~~necessarily ~~adjusted to~~ reflect aactual ~~six~~transactions. toThe ~~one (1)~~adjusted

~~consolidation~~high ofand low bid prices for the common stock ~~effective~~for ~~October~~each 8,of ~~2010,~~the ~~and~~quarters ~~may~~listed ~~not~~below ~~necessarily~~are ~~reflect~~as ~~actual transactions.~~follows:

The adjusted high and low bid prices for the common stock for each of the quarters listed below are as

follows:

Year

Quarter Ended

High

Low

2012

December 31

$0.13

$0.02

September 30

$0.10

$0.02

June 30

$0.13

$0.02

March 31

$0.25

$0.03

2011

December 31

$0.25

$0.04

September 30

$0.25

$0.16

June 30

$0.25

$0.23

March 31

$0.51

$0.12

2010

December 31

$0.21

$0.10

September 30

$0.24

$0.12

June 30

$0.24

$0.06

March 31

$0.36

$0.18

Capital Stock

The following is a summary of the material terms of the Company’s capital stock. This summary is subject

to and qualified by our articles of incorporation and bylaws.

Common Stock

As of ~~May~~December 231, 2012, there were ~~159~~162 shareholders of record holding a total of 1524,~~346~~846,586 shares of ~~fully paid~~

fully paid and non-assessable common stock of the 250,000,000 shares of common stock, par value ~~$0.0001,~~

$0.0001, authorized. The board of directors believes that the number of beneficial owners is greater than the ~~number~~

number of record holders because a portion of our outstanding common stock is held in broker “street ~~names” for~~

names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for ~~each share~~

each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock ~~have no~~

have no preemptive rights and no right to convert their common stock into any other securities. There are no

redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

As of ~~May~~December 231, 2012, there were no shares issued and outstanding of the 25,000,000 shares of ~~preferred stock~~

preferred stock authorized. The par value of the preferred stock is $0.0001 per share. The Company’s ~~preferred stock may~~

preferred stock may have such rights, preferences and designations and may be issued in such series as ~~determined by the board~~

determined by the board of directors.

Warrants

As of ~~May~~December 231, 2012, the Company has no warrants issued and outstanding.

Stock Options

As of ~~May~~December 231, 2012, the Company has 3,350,000 outstanding vested stock options to purchase shares ~~of our~~

of our common stock. Options to purchase 350,000 shares of our common stock were granted pursuant to ~~the~~

the Providence Resources, Inc. 2008 Stock Option Plan, with an exercise price of $1.20 per share over a ~~term of~~

term of ten years from the date of each respective grant subject to the terms and conditions of the Plan and

respective stock option agreements. The remaining 3,000,000 outstanding vested options to purchase shares

of our common stock were granted pursuant to a stock option award agreement, with an exercise price of

$0.25 per share over a term of three years from the date of grant subject to the terms and conditions of the

stock option award agreement.

Convertible Debentures and Notes

As of ~~May~~December 231, 2012, the Company had convertible debentures, issued as of November 30, 2010, to ~~replace~~

replace those issued on November 28, 2005, that bear interest at 10% per annum, permit the conversion of ~~principal~~

principal and interest into shares of common stock at any time on or before November 30, 2015, as follows:

Holder

Amount

Conversion

($)

Rate (Common

Shares)

Desmodio Management, Inc.

443,410

0.1612

Capriccio Investments, Inc.

443,410

0.1612

FE Global Convertible Investment Ltd. (assigned by “FE

1,410,422

0.1612

Global Leveraged Investment Ltd.”)

FE Global Undervalued Investment Ltd.

287,250

0.1612

Sunshine, Inc. (formerly “First Equity Bancorp Ltd.”)

114,900

0.1612

FAGEB AG

1,149,001

0.1612

Total

3,848,393

As of ~~May~~December 231, 2012 the Company’s outstanding secured convertible promissory notes are as follows:

Holder

Date Issued

Amount

Interest

Due Date

Conversion

($)

Rate

(Common

Shares)

Global Convertible Megatrend Ltd.

June 25, 2010

834,130

10%

June 25, 2015

0.1612

Bluemont Investments Ltd.

August 27, 2010

266,200

10%

August 27, 2015

0.1612

Global Project Finance AG *

May 31, 2010

1,331,000

10%

May 31, 2015

0.1612

Global Convertible Megatrend Ltd.

August 8, 2010

1,863,000

10%

August 8, 2015

0.1612

Golden Beach Company Ltd.

August 8, 2010

133,100

10%

August 8, 2015

0.1612

CR Innovations AG*

August 8, 2010

798,600

10%

August 8, 2015

0.1612

Global Project Finance AG*

August 8, 2010

532,400

10%

August 8, 2015

0.1612

Global Undervalued Investment Ltd.

August 15, 2010

332,750

10%

August 15, 2015

0.1612

FE Global Leveraged Investment Ltd.

August 15, 2010

332,750

10%

August 15, 2015

0.1612

Miller Energy LLC

April 29, 2010

1,331,000

10%

April 29, 2015

0.1612

Global Convertible Megatrend Ltd.

February 23, 2010

665,334

February 23, 2015

0.1612

Global Convertible Megatrend Ltd.

February 26, 2010

510,000

February 26, 2015

0.1612

FAGEB AG

March 4, 2010

622,401

March 4, 2015

0.1612

Global Convertible Megatrend Ltd.

March 4, 2010

530,847

March 4, 2015

0.1612

Total

10,083,512

* Related party convertible promissory notes.

Dividends

The Company has not declared any cash dividends since inception and does not anticipate paying any

dividends in the near future. The payment of dividends is within the discretion of the board of directors and

will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are

no restrictions that currently limit the Company's ability to pay dividends on its common stock other than

those generally imposed by applicable state law.

Transfer Agent and Registrar

The Company’s transfer agent and registrar is Interwest Transfer, 1981 E. Murray-Holladay Road,

Holladay, Utah, 84117-5164. Interwest’s phone number is (801) 272-9294.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

None.

Recent Sales of Unregistered Securities

~~None.~~On December 31, 2012, the Company authorized the issuance of 7,000,000 restricted common shares to

certain persons or entities in exchange for $140,000 or $0.02 a share received throughout 2012 in reliance

upon the exemptions from registration provided by Section 4(2) and Regulation S of the Securities Act of

1933, as amended (“Securities Act”) as follows:

Name

Price Per Share

Consideration

Exemption

Project Global Finanze

2,500,000

$0.02

$50,000

Reg. 4(2)/S

Bruno Sauter

3,500,000

$0.02

$70,000

Reg. 4(2)/S

Christian Russenberger

1,000,000

$0.02

$20,000

Reg. 4(2)/S

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuances were isolated private transactions by the Company which did not

involve a public offering; (2) the offerees had access to the kind of information which registration would

disclose; and (3) the offerese are financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to offerees who were outside the United States

at the time of the offering, and ensuring that the offerees to whom the securities were offered and authorized

were non-U.S. offerees with addresses in foreign countries.

ITEM 6.

SELECTED FINANCIAL DATA

Not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this current report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the

forward-looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

Discussion and Analysis

During the year ended December 31, ~~2011~~2012 the Company was involved in (i) ~~assessing~~seeking ~~the~~out ~~drilling results~~prospective

~~associated~~financing ~~with~~or ~~the~~joint ~~Carson~~venture ~~10-1~~partners ~~and~~to ~~Carson~~fund ~~12-1~~the ~~wells~~completion inof the Val Verde County wells, (ii) ~~seeking~~ ~~out prospective~~negotiating

~~financing~~with orthe ~~joint~~owners ~~venture~~of ~~partners~~the toleasehold ~~fund~~acreage ~~the~~for ~~completion~~either ofan ~~the~~extension ~~Val~~or ~~Verde~~renewal ~~County~~of ~~wells,~~the ~~and~~Carson ~~(iii)~~leases ~~satisfying~~in Val

Verde County; and (iii) satisfying continuous public disclosure requirements.

The Company ~~intends~~would like to complete its Carson 10-1 and Carson 12-1 wells in Val Verde County, Texas, ~~over~~

over the next twelve months subject to ~~the~~a ~~availability~~renewal of ~~financing~~the ~~and~~Carson ~~may~~leases ~~test~~and the ~~Strawn~~availability ~~formation.~~of ~~Efforts to~~financing.

Efforts to complete the wells to date ~~and the testing of the Strawn formation~~ have been delayed pending the receipt of financing commitments and

~~financing~~may ~~commitments.~~now ~~Development~~prove ofimpossible in the ~~Val~~event ~~Verde~~the ~~County~~Company ~~leases~~is ~~going~~not ~~forward~~able ~~will~~to berenew ~~dependent~~the onCarson leases. Should a

renewal of the Carson ~~completion~~leases ~~results.~~be ~~Reentry~~procured, reentry and completion of the existing well bores will require ~~$4,000,000 in~~

$4,000,000 in funding. The Company does not have a commitment for this funding ~~in place~~ though management

continues to seek out prospective investors and partners.

Our business is prone to significant risks and uncertainties that can have an immediate impact on efforts to

generate a positive cash flow. Since we have no assurance that future expectations of natural gas production

will be realized, or that revenue realized from such anticipated production will be sufficient to support our

continued operation, we will continue to rely on debt or equity financing over the near term to remain in

business. We have no commitments for additional debt or equity financing at this time though management

is diligently investigating sources for such financing.

Results of Operations

Net ~~Income/~~Losses

For the period from re-entering the exploration stage on October 1, 2006 or inception until December 31,

~~2011~~2012, the Company incurred net losses of $5557,~~438~~080,~~202~~934. Net losses for the year ended December 31, ~~2011~~2012,

were $111,~~952~~696,~~178~~586 as compared to $211,~~452~~952,~~553~~178 for the year ended December 31, ~~2010~~ 2011. The ~~increase~~decrease in net

losses over the comparable periods can be attributed primarily to the impairment of assets amounting to

$9,354,030 in the ~~current~~prior period associated with capital costs expended on the Val Verde County leases. We

We expect to continue to operate at a loss through fiscal ~~2012~~2013 due to the nature of our exploration and

development activities and cannot determine whether we will ever generate revenue from operations.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, ~~2011~~2012, were $1160,~~197,894~~281 as compared to

to $1,~~429~~197,~~127~~894 for the year ended December 31, ~~2010~~2011. The decrease in general and administrative expenses

over the comparable periods can be primarily attributed to ~~lower~~the ~~consulting~~decrease ~~fees~~in ~~paid~~stock tocompensation ~~management~~expense ~~in the~~to

$0 in the current period from over $900,000 in the prior period. We expect that general and administrative ~~expenses will continue to decrease as greater~~

~~operating~~expenses ~~efficiencies~~will ~~are~~remain ~~brought~~relatively consistent until such time as financing is made available to ~~bear.~~continue with

~~Other~~development ~~Income (Expense)~~activities.

~~Interest~~Other ~~income for the year ended December 31, 2011, decreased to $0 from $969 for the year ended~~Expense

~~December 31, 2010.~~ Interest expense for the year ended December 31, ~~2011~~2012, ~~decreased~~increased to $1,536, 305 from $1,400,254 ~~from~~for the

~~$2,319,572 for the~~ year ended December 31, ~~2010~~2011, in connection with outstanding convertible debt.

Impairment of capital assets for the year ended December 31, ~~2011~~2012, was $~~9,354,030~~0 compared to $09,354,030 for the

year ended December 31, ~~2010~~2011. The impairment expenses in the ~~current~~prior period were in connection with

amounts expended on the development of the leases in Val Verde County.

Debt extinguishment and conversion income for the year ended December 31, 2011, was $0 as compared to

debt extinguishment and conversion income of $1,295,178 for the year ended December 31, 2010.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start-up costs that will offset any future operating profit.

Impact of Inflation

We believe that inflation has had a negligible effect on operations for the years ended December 31, 2011

and 2010.

Capital Expenditures

The Company has spent significant amounts of capital for the period from inception to December 31, ~~2011~~2012,

on unproved oil and gas properties, pipeline construction, and related exploration costs though some

amount of such prior oil and gas capital expenditures have since been impaired and expensed. Unimpaired

unproved oil and gas property costs as of December 31, 2012 and 2011 were $0zero, ~~as compared to $9,312,905 as of~~respectively.

~~December 31, 2010.~~21

Liquidity and Capital Resources

The Company has been in the exploratory stage since inception and has experienced significant changes in

liquidity, capital resources, and stockholders’ equity. ~~The Company had a working capital deficit of~~

~~$56,106~~The atCompany ~~December~~had ~~31,~~a ~~2011.~~working ~~Current~~capital ~~assets~~deficit ~~were~~of $1026,~~857~~386 inat ~~cash~~December 31, 2012. ~~Total~~Current assets were $125,~~035,857~~096

~~including~~in ~~current~~cash ~~assets,~~and $13,~~000,000~~925 in ~~restricted~~prepaid ~~cash~~expenses. ~~held~~Total ~~for~~assets ~~the~~were ~~benefit~~$1,054,021 ofincluding ~~the~~current ~~owners~~assets, ~~of the leasehold~~$1,000,000

~~interests~~in restricted cash held byfor the ~~Company,~~benefit ~~and~~of ~~$25,000~~the ~~held~~owners ~~for~~of the ~~benefit~~Val ofVerde ~~the~~leasehold ~~Texas~~interests, ~~Railroad~~and ~~Commission.~~$25,000 ~~Current~~held

~~liabilities~~for ~~were~~the ~~$66,963,~~benefit ~~consisting~~ of ~~accounts~~the ~~payable~~Texas ofRailroad ~~$58,003~~Commission. ~~and~~Current ~~related~~liabilities ~~party~~were ~~payables of~~ $855,~~960.~~407, consisting solely of

accounts payable. Total liabilities were $1517,~~966~~491,~~706~~456 including current liabilities, accrued expenses of ~~$1,557,635, related~~

$2,786,720, related party payables of $3,~~072~~379,~~203~~424, and long term debt of $11,269,905. Total stockholders’ ~~deficit was~~

deficit was $1416,~~930~~437,~~849~~435 as of December 31, ~~2011~~2012.

21For the period from inception of its current exploration stage until December 31, 2012, the Company’s cash

~~For~~flow ~~the~~used ~~period~~in ~~from~~operating ~~inception~~activities ofwas ~~its~~$4,794,049. ~~current~~Cash ~~exploration~~flow ~~stage~~used ~~until~~in ~~December~~operating ~~31,~~activities ~~2011,~~for the ~~Company’s~~year ~~cash~~ended

~~flow~~December ~~used~~31, in2012, ~~operating activities~~ was $4175,~~618,288.~~761 ~~Cash~~compared ~~flow~~to ~~used~~$282,085 ~~in operating activities~~ for the year ended December 31, 2011. The

~~December~~change ~~31,~~in ~~2011,~~cash ~~was~~flow ~~$282,085~~used ~~compared~~in tooperating ~~$1,091,617~~activities ~~for~~during the ~~year~~current ~~ended~~period ~~December~~is ~~31,~~primarily ~~2010.~~due ~~The~~to the increase in

~~change~~related inparty ~~cash~~payables ~~flow~~and ~~used~~accrued inexpenses. ~~operating~~The ~~activities~~Company ~~during~~expects ~~the~~to ~~current~~continue ~~period~~to isuse ~~primarily~~cash ~~due~~flow ~~to the impairment~~in

~~associated~~operating ~~with~~activities ~~the~~until ~~Val~~such ~~Verde~~time ~~County~~as ~~leases,~~it ~~accrued~~can ~~expenses~~generate ~~and~~revenue ~~related~~from ~~party payables~~operations. ~~The Company~~

~~expects~~For tothe ~~continue~~period tofrom ~~use~~inception ~~cash~~of ~~flow~~its incurrent ~~operating~~exploration ~~activities~~stage until ~~such~~December ~~time~~31, as2012, itthe ~~can~~Company’s ~~generate revenue from~~cash

operations.

For the period from inception of its current exploration stage until December 31, 2011, the Company’s cash

flow used in investing activities was $5,598,654. Cash flow provided by investing activities for the year

ended December 31, ~~2011~~2012 was ~~$25,000~~zero compared to cash flow ~~used~~provided inby investing activities of $2825,~~757~~000 for

the year ended December 31, ~~2010~~2011. Cash flow provided by investing activities in the ~~current~~prior period can be

attributed to that amount placed on deposit with the Texas Railroad Commission. The Company expects to

use cash flow in investing activities in future periods in connection with ~~the~~oil ~~further~~and ~~development~~gas ~~of its~~exploration.

~~leases.~~For the period from inception of its current exploration stage until December 31, 2012, the Company’s cash

~~For~~flow ~~the~~provided ~~period~~by ~~from~~financing ~~inception~~activities ofwas ~~its~~$6,600,774. ~~current~~Cash ~~exploration~~flow ~~stage~~provided ~~until~~by ~~December~~financing ~~31,~~activities ~~2011,~~for the ~~Company’s cash~~

~~flow~~year ~~provided~~ended byDecember ~~financing~~31, ~~activities~~2012 was $6190,~~410,774.~~000 ~~Cash~~compared ~~flow~~to ~~provided~~$267,200 byfor ~~financing~~the ~~activities~~year ~~for~~ended ~~the~~December 31,

~~year~~2011. ~~ended~~Cash ~~December~~flow ~~31,~~provided ~~2011~~by ~~was~~financing ~~$267,200~~activities ~~compared~~in tothe ~~$57,800~~current ~~for~~period ~~the~~was ~~year~~from ~~ended~~the ~~December~~issuance ~~31,~~of ~~2010.~~common

~~Cash~~stock. ~~flow~~The ~~provided~~Company byexpects ~~financing~~to ~~activities~~continue into ~~the~~rely ~~current~~on ~~period~~cash ~~was~~flow ~~from~~provided ~~the~~by ~~issuance~~financing ofactivities ~~common~~until ~~stock~~such

~~and~~time ~~the~~as ~~realization~~it ofcan agenerate ~~stock~~revenue ~~subscription~~from ~~receivable~~operations. ~~The Company expects to continue to rely on cash flow~~

provided by financing activities until such time as it can generate revenue from operations.

Our current assets are insufficient to conduct exploration and development activities over the next twelve

(12) months or to maintain operations. We need a minimum of $4,000,000 in debt or equity financing to

fund the reentry and completion of the Carson 10-1 and Carson 12-1 ~~and~~in tothe ~~meet~~event ~~minimum operational~~that we can renew the

~~requirements~~leases in Val Verde County. We may also require an additional $4,000,000 to fund the drilling of two ~~additional wells on~~

additional wells on the Carson leases in order to ~~maintain~~renew the leases. However, we have no commitments or ~~arrangements for~~

arrangements for either the first or second tier of these requisite financings, though our shareholders are the ~~most likely~~

most likely source of loans or equity placements in order for us to maintain operations. Our inability to ~~obtain financing~~

obtain financing to complete our development plan for the Carson leases ~~would~~will have a material adverse effect ~~on our~~

on our business operations.

We have no intention of paying cash dividends in the foreseeable future.

We have no lines of credit or other bank financing arrangements in place.

We have material commitments to the owners of the Val Verde County leases for future capital

expenditures related to exploration activities which require us to drill two additional wells and produce

commercial quantities of natural gas from the leases on or before February 28, 2013. The material

commitment is approximately $8,000,000. Subsequent to period end, the leases expired. We are currently in

Wethe ~~have~~process noof ~~defined~~discussions ~~benefit~~to ~~plan~~renew ~~except~~the ~~our 2008 Stock Option Plan and currently have no contractual~~leases.

~~commitment~~We ~~with~~have no defined benefit plan except our ~~sole~~2008 ~~executive~~Stock ~~officer.~~Option Plan and have no contractual commitment

with our sole executive officer outside of a consulting agreement that is renewable on an annual basis.

We have no current plans for the purchase or sale of any plant or equipment.

We have no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or

future effect on our financial condition, changes in financial condition, revenues or expenses, results of

operations, liquidity, capital expenditures, or capital resources that are material to stockholders.

Going Concern

The Company’s auditor expressed substantial doubt as to the Company’s ability to continue as a going

concern as a result of reoccurring losses, lack of revenue generating activities, and an accumulated deficit in

the current exploration stage of $5557,~~384~~080,~~348~~934 as of December 31, ~~2011~~2012. These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plan to address the Company’s ability to continue as a going concern includes the

completion of private equity or debt offerings, ~~the~~ ~~development~~procuring ofjoint ~~natural~~venture ~~gas~~partners, ~~exploration~~the ~~activities~~development toof natural

gas exploration activities to commercial production, and the conversion of outstanding debt to equity. The ~~successful outcome of these~~

successful outcome of these activities cannot be determined at this time, and there is no assurance that, if ~~achieved, we would then have~~

achieved, we would then have sufficient funds to execute our intended business plan or generate positive ~~operating results.~~

operating results.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled “Results of Operations” and “Discussion and Analysis,” with

the exception of historical facts, are forward looking statements. A safe-harbor provision may not be

applicable to the forward looking statements made in this current report. Forward looking statements reflect

our current expectations and beliefs regarding our future results of operations, performance, and

achievements. These statements are subject to risks and uncertainties and are based upon assumptions and

beliefs that may or may not materialize. These statements include, but are not limited to, statements

concerning:

• our anticipated financial performance;

• uncertainties related to oil and gas exploration and development;

• our ability to generate revenues through oil and gas production to fund future operations;

• movement in energy prices;

• our ability to raise additional capital to fund cash requirements for future operations;

• the volatility of the stock market; and

• general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could

cause our actual results to differ materially from those discussed or anticipated, including the factors set

forth in the section entitled “Risk Factors” included elsewhere in this report. We also wish to advise readers

not to place any undue reliance on the forward looking statements contained in this report, which reflect our

beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these

forward looking statements to reflect new events or circumstances or any changes in our beliefs or

expectations, other that is required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which

addresses the accounting for stock-based payment transactions in which an enterprise receives employee

services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair

value of the enterprise’s equity instruments or that may be settled by the issuance of such equity

instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable. The value of equity instruments issued for consideration other than employee services

is determined on the earliest of a performance commitment or completion of performance by the provider of

goods or services.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the Company for the year ended December

31, ~~2011~~2012 and ~~2010~~2011 included in this Form 10-K the Company discussed those accounting policies that are

considered to be significant in determining the results of operations and financial position. The Company’s

management believes that their accounting principles conform to accounting principles generally accepted

in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these

judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates,

including those related to bad debts, inventories, intangible assets, warranty obligations, product liability,

revenue, and income taxes. We base our estimates on historical experience and other facts and

circumstances that are believed to be reasonable, and the results form the basis for making judgments about

the carrying value of assets and liabilities. The actual results may differ from these estimates under different

assumptions or conditions.

Revenue Recognition

Revenues recorded upon the completion of services, with the existence of an agreement and where

collectability is reasonably assured. Oil and natural gas production revenue, if any, will be recognized at the

time and point of sale after the product has been extracted from the ground.

Recent Accounting Pronouncements

Please see Note 1716 to our consolidated financial statements for recent accounting pronouncements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 are attached hereto

as F-1 through F-2218.

2425

PROVIDENCE RESOURCES, INC.

(An Exploratory Stage Company)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2011~~2012 and ~~2010~~2011

Page

Report of Independent Registered Public Accounting ~~Firms~~Firm

F-2

Consolidated Balance Sheets

F-43

Consolidated Statements of Operations

F-54

Consolidated Statement of Stockholders’ Deficit and Comprehensive Loss

F-65

Consolidated Statements of Cash Flows

F-8

Notes to Consolidated Financial Statements

F-109

Supplementary Schedules on Oil and Gas Operations

F-23

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders~~

Stockholders of Providence Resources, Inc.

We have audited the accompanying consolidated balance ~~sheet~~ sheets of Providence Resources, Inc. (an exploration stage company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ deficit and comprehensive loss, and cash flows for the years ended December 31, 2012 and 2011, and for the period from October 1, 2006 (inception of exploration stage) to December 31, 2012. Providence Resources, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~exploration stage company) as of December 31, 2011, and~~ We conducted our audits in accordance with the ~~related consolidated statements~~ standards of the Public Company Accounting Oversight Board (United

~~operations, stockholders’ equity (deficit~~States), . Those standards require that we plan and ~~cash flows for~~ perform the ~~year ended December 31, 2011 and for~~ audit to obtain reasonable assurance about whether the

~~period from October 1, 2006 (inception~~ financial statements are free of ~~exploration stage)~~ material misstatement. The Company is not required to ~~December 31~~ have, ~~2011. Providence Resources,~~ nor were we engaged to

~~Inc.’s~~perform, an audit of ~~management is responsible for these~~ its internal control over financial ~~statements~~ reporting. Our audit included consideration of ~~responsibility is to express an opinion~~internal control over

onfinancial ~~these~~reporting ~~financial~~as ~~statements~~a ~~based~~basis onfor ~~our~~designing audit. ~~The~~procedures ~~financial~~that ~~statements~~are ~~for~~appropriate in the ~~period~~circumstances, ~~from~~but ~~February~~not ~~17,~~for the purpose

~~1993 (inception) to December 31, 2010, were audited by other auditors who have ceased operations~~of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly ~~Those~~we

~~auditors~~express ~~expressed~~no ansuch ~~unqualified~~ opinion. onAn ~~those~~audit ~~financial~~also ~~statements~~includes inexamining, ~~their~~on ~~report~~a ~~dated~~test ~~April 14~~basis, ~~2011.~~evidence supporting the amounts and disclosures

~~We conducted our audits~~ in ~~accordance with~~ the ~~standards of~~ financial statements, assessing the ~~Public Company Accounting Oversight~~ accounting principles used and significant estimates made by management, as well

~~Board~~as ~~(United~~evaluating ~~States).~~the ~~Those~~overall ~~standards~~financial ~~require~~statement ~~that~~presentation. weWe ~~plan~~believe ~~and~~that ~~perform~~our ~~the~~audits ~~audit~~provide toa ~~obtain~~ reasonable basis for our

~~assurance about whether the financial statements are free of material misstatement~~opinion. ~~The Company is not~~

~~required~~In toour ~~have~~opinion, ~~nor were we engaged~~the financial statements referred to ~~perform~~above present fairly, anin ~~audit~~all material ofrespects, ~~its internal control over~~ the consolidated financial ~~reporting.~~

~~Our audit included consideration~~ position of ~~internal control over financial reporting~~ Providence Resources, Inc. as ~~a basis for~~ ~~designing audit~~of December 31, 2012 and 2011, and the results of its operations and its cash flows

~~procedures that are appropriate in~~ for the ~~circumstances~~ years ended December 31, ~~but not~~ 2012 and 2011, and for the ~~purpose~~ period October 1, 2006 (inception of ~~expressing an opinion on the~~ exploration stage) to

~~effectiveness~~December of 31, 2012, in conformity with accounting principles generally accepted in the ~~Company’s internal control~~ ~~over~~United ~~financial reporting. Accordingly we express~~States ~~no such~~of America.

~~opinion.~~The accompanying consolidated financial Anstatements ~~audit~~have been ~~also includes examining, on a test basis, evidence supporting~~ prepared assuming the ~~amounts~~Company ~~and~~will ~~disclosures~~continue as a going

concern. As discussed in ~~the financial statements~~ Note 2, ~~assessing~~ the ~~accounting principles used~~ Company has a history of operating losses, has limited cash resources, and ~~significant estimates made by~~ its viability

~~management,~~is asdependent upon its ~~well~~ability asto meet its future financing requirements, and ~~evaluating~~ the ~~overall~~success ~~financial statement presentation.~~of Wefuture operations. ~~believe that our audits~~These factors

~~provide~~ raise substantial doubt about the Company’s ability to continue as a ~~reasonable basis for our opinion~~ going concern. Management’s plans regarding those

Inmatters ~~our~~are ~~opinion,~~also ~~the~~described in Note 2. The financial statements ~~referred~~do tonot ~~above~~include ~~present~~any ~~fairly,~~adjustments inthat ~~all~~might ~~material~~result ~~respects,~~from the

consolidated financial position of Providence Resources, Inc. as of December 31, 2011, and the results of its

operations and its cash flows for the year ended December 31, 2011 and for the period October 1, 2006

(inception of exploration stage) to December 31, 2011, in conformity with accounting principles generally

accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will

continue as a going concern. As discussed in Note 2, the Company has a history of operating losses, has

limited cash resources, and its viability is dependent upon its ability to meet its future financing

requirements, and the success of future operations. These factors raise substantial doubt about the

Company’s ability to continue as a going concern. Management’s plans regarding those matters are also

described in Note 2. The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

/s/ MartinelliMick PLLC

Martinelli Mick PLLC

Spokane, WA

April 301, ~~2012~~2013

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM*

To the Board of Directors and Stockholders

Providence Resources, Inc.

We have audited the accompanying consolidated balance sheets of Providence Resources, Inc. as of

December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity

(deficit) and comprehensive loss and cash flows for each of the years in the two-year period ended

December 31, 2010 and for the period February 17, 1993 (inception) to December 31, 2010. Providence

Resources, Inc.’s management is responsible for these financial statements. Our responsibility is to express

an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight

Board (United States). Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement. The Company is not

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Our audits included consideration of internal control over financial reporting as a basis for designing audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such

opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures

in the financial statements, assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. We believe that our audits

provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the

consolidated financial position of Providence Resources, Inc. as of December 31, 2010 and 2009, and the

consolidated results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2010 and for the period February 17, 1993 (inception) to December 31, 2010, in conformity

with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will

continue as a going concern. As discussed in Note 2, the Company has a history of operating losses, has

limited cash resources, and its viability is dependent upon its ability to meet its future financing

requirements, and the success of future operations. These factors raise substantial doubt about the

Company’s ability to continue as a going concern. Management’s plans regarding those matters are also

described in Note 2. The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

/s/ BehlerMick PS

BehlerMick PS

Spokane, Washington

April 14, 2011

___________________________________________

* This is a copy of auditor’s report dated April 14, 2011 previously issued on the Company’s Form 10-K for the fiscal year ended

December 31, 2010. The predecessor auditor has not reissued its reports because the firm has ceased its operations. PCAOB

Section 9508 – Reports on Audited Financial Statements; Auditing Interpretations of Section 508 and the Division of Corp Fin –

Reporting Manual 4820 Accountant’s Inability to Reissue Reports [AU 9508, Interpretation 15, Regulation C, Rule 437]

F-3

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, ~~2011~~2012 and ~~2010~~2011

December 31,

ASSETS

2012

2011

2010

Current assets:

Cash

25,096 $

10,857

~~742~~Prepaid expenses

3,925

Total current assets

29,021

10,857

742

Restricted cash

1,000,000

1,~~025~~000,000

Deposit

25,000

-25,000

Unproved oil and gas properties, not subject to amortization

9,312,905

Total assets

1,054,021 $

1,035,857

10,338,647

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

55,407 $

58,003

26,100

Related party payables

8,960

94,200

Total current liabilities

55,407

66,963

120,300

Accrued expenses

2,786,720

1,557,635

436,673

Related party payables

3,379,424

3,072,203

2,792,912

Long-term debt

11,269,905

Total liabilities

17,491,456

15,966,706

14,619,790

Commitments and contingencies

Stockholders' deficit:

Providence Resources, Inc. stockholders' deficit:

Preferred stock, $.0001 par value, 25,000,000 shares

authorized, no shares issued and outstanding

Common stock, $.0001 par value, 250,000,000 shares

authorized, 1524,~~346~~846,586 and 1315,~~957~~346,~~697~~586 shares issued and

~~and~~ outstanding, respectively

2,485

1,535

1,396

Additional paid-in capital

52,324,205

52,135,155

51,046,717

Subscription receivable

(142,200)

Deferred stock compensation

(71,695)

Accumulated deficit before current exploration stage

(11,834,164)

Deficit accumulated during the exploration stage

(5557,~~384~~080,~~348~~934))

(4355,~~432~~384,~~170~~348)

Total Providence Resources, Inc. stockholders' deficit

(16,588,408)

(15,081,822)

(4,432,116)

Non-controlling interest

150,973

Total stockholders' deficit

(16,437,435)

(14,930,849)

(4,281,143)

Total liabilities and stockholders' deficit

1,054,021 $

1,035,857

10,338,647

The accompanying notes are an integral part of these consolidated financial statements.

F-43

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, ~~2011~~2012 and ~~2010~~2011 and Cumulative Amounts

Cumulative

2012

2011

2010

Amounts

Revenues

- $

General and administrative expenses

160,281

1,197,894

110,~~429~~617,~~127~~568

10,457,287

Loss from operations

(160,281)

(1,197,894)

(110,~~429~~617,~~127~~568)

(10,457,287)

Other income (expense):

Interest income

~~969~~-

144,450

Interest expense

(1,536,305)

(1,400,254)

(215,~~319~~724,~~572~~564)

~~(14,188,259)~~Impairment of capital assets

Impairment of assets

(9,354,030)

(32,251,552)

Debt extinguishment and conversion income

~~1,295,178~~-

195,337

Gain on sale of assets

1,119,109

(1,536,305)

(10,754,284)

(46,517,220)

Loss before income taxes

(1,696,586)

(11,952,178)

(257,~~452~~134,~~553~~788)

(55,438,202)

Provision for income taxes

Net loss

(1,696,586)

(11,952,178)

(257,~~452~~134,~~553~~788)

(55,438,202)

Net loss attributable to the non-controlling interest

53,854

Net loss attributable to Providence Resources, Inc. $

(1,696,586) $ (11,952,178) $ (57,080,934)

(2,452,553)

(55,384,348)

Loss per common share -

basic and diluted

(0.10) $

(0.83)

(0.24)

Weighted average common shares outstanding -

basic and diluted

16,330,193

14,387,682

10,331,469

The accompanying notes are an integral part of these consolidated financial statements.

F-54

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

January 1, 2006 to December 31, ~~2011~~2012

Accumulated

Deficit

Accumulated

Deficit Before

Accumulated

Additional

Deferred

Other

Current

During the

Common Stock

Paid-in

Subscription

stock

Comprehensive

Exploration

Amount

Capital

Receivable

compensation

Income

Stage

Total

Balance at January 1, 2006

2006

2,746,807 $

275 $ 10,426,743 $

- $

14,370 $

(9,153,100) $

- $

1,288,288

Comprehensive loss:

Net loss

(2,681,064)

(4,080,520)

(6,761,584)

Other comprehensive income -

~~income~~cumulative -foreign translation

cumulative foreign

currency translation

adjustment

190

Total comprehensive loss

comprehensive loss

(6,761,394)

Issuance of common stock for:

~~stock~~Acquisition ~~for:~~of Providence

~~Acquisition of~~Exploration

Providence Exploration

3,333,333

333

15,999,667

16,000,000

Cash

2,228,320

223

8,021,729

8,021,952

Debt

334,130

2,071,181

2,071,214

Issuance of warrants with equity

~~with equity~~ financing

3,409,330

Issuance of warrants for finder’s

~~finder’s~~ fees

122,743

Balance at December 31, 2006

31642, ~~2006~~590

8,642,590

864

40,051,393

14,560

(11,834,164)

(4,080,520)

24,152,133

F-6

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

January 1, 2006 to December 31, 2011

Accumulated

Deficit

Accumulated

Deficit Before

Accumulated

Additional

Deferred

Other

Current

During the

Common Stock

Paid-in

Subscription

stock

Comprehensive

Exploration

Amount

Capital

Receivable

compensation

Income

Stage

Total

Forward balance at December

31, 2006

8,642,590

864

40,051,393

14,560

(11,834,520)

(4,080,520)

24,152,133

Comprehensive loss:

Net loss

(22,~~204~~284,~~275~~795)

Other comprehensive income -

cumulative foreign ~~currency~~ translation

translation

adjustment

Total comprehensive loss

(22,204,263)

Issuance of common stock for:

Cash

331,250

236,667

236,700

Services

241,667

284,976

285,000

Debt

644,680

580,448

580,513

Discount on convertible notes

4,091,667

Balance at December 31, 2007

9,860,187

986

45,245,151

14,572

(11,834,164)

(26,284,795)

7,141,750

F-5

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

January 1, 2006 to December 31, 2012

Accumulated

Deficit

Accumulated

Deficit Before

Accumulated

Additional

Deferred

Other

Current

During the

Common Stock

Paid-in

Subscription

stock

Comprehensive

Exploration

Amount

Capital

Receivable

compensation

Income

Stage

Total

Forward Balance at December

31, 2007

9,860,187

986

45,245,151

14,572

(11,834,164)

(26,284,795)

7,141,750

Comprehensive loss:

Net loss

(6,238,393)

Other comprehensive income -

cumulative foreign currency

(14,572)

translation adjustment

Total comprehensive loss

(6,252,965)

Issuance of common stock for:

Services

183,333

219,982

220,000

Interest on convertible

287,000

debentures

318,889

286,968

Stock compensation –stock

options

2,012,842

(522,349)

1,490,493

Discount on convertible notes

2,169,590

Balance at December 31, 2008

10,362,409

1,036

49,934,533

(522,349)

(11,834,164)

(32,523,188)

5,055,868

F-7

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

January 1, 2006 to December 31, 2011

Accumulated

Deficit

Accumulated

Before

Accumulated

Additional

Deferred

Other

Current

During the

Common Stock

Paid-in

Subscription

stock

Comprehensive

Exploration

Amount

Capital

Receivable

compensation

Income

Stage

Total

Forward balance at

December 31, 2008

10,362,409

1,036

49,934,533

(522,349)

(11,834,164)

(32,523,188)

5,055,868

Stock compensation –stock

options

225,327

Issuance of common stock for

~~for~~ interest on convertible

debentures

49,621

23,813

23,818

Debt extinguishment on long

term convertible debentures

888,726

debentures

Net loss

(8,456,429)

Balance at December 31, 2009

10,412,030

1,041

50,847,072

(297,022)

(11,834,164)

(40,979,617)

2009

(2,262,690)

F-6

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

January 1, 2006 to December 31, 2012

Accumulated

Deficit

Accumulated

Deficit Before

Accumulated

Additional

Deferred

Other

Current

During the

Common Stock

Paid-in

Subscription

stock

Comprehensive

Exploration

Amount

Capital

Receivable

compensation

Income

Stage

Total

Forward Balance at December

31, 2009

10,412,030

1,041

50,847,072

(297,022)

(11,834,164)

(40,979,617)

(2,262,690)

Stock compensation – stock

options

225,327

225,3273

Purchase and retirement of

common stock

(204,438)

(20)

(99,980)

(100,000)

Issuance of common stock for

~~for~~ cash and subscription

3,750,000

375

299,625

(142,200)

157,800

Rounding due to reverse stock

~~stock~~ split

105

Net loss

(2,452,553)

Balance at December 31, 2010

2010

13,957,697

1,396

51,046,717

(142,200)

(71,695)

(11,834,164)

(43,432,170)

(4,432,116)

Stock compensation – stock

options

741,355

71,695

813,050

Collection of stock

subscription receivable

142,200

Issuance of common stock for

~~for~~ cash and services

1,388,889

139

347,083

347,222

Net loss

(11,952,178)

Balance at December 31, 2011

~~2011~~15,346,586

151,~~346,586 $~~535

152,~~535 $~~135,155

~~52,135,155 $~~-

(11,834,164)

(55,384,348)

(15,081,822)

Issuance of common stock for

cash

9,500,000

950

189,050

190,000

Net loss

(1,696,586)

Balance at December 31, 2012

24,846,586 $

2,485 $

52,324,205 $

- $

(11,834,164) $ (5557,~~384~~080,~~348~~923) $ (1516,~~081~~588,~~822~~408)

The accompanying notes are an integral part of these consolidated financial statements.

F-87

PROVIDENCE RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, ~~2011~~2012 and ~~2010~~2011 and Cumulative Amounts

Cumulative

2012

2011

2010

Amounts

Cash flows from operating activities:

Net loss

(111,~~952~~696,~~178~~586) $

(211,~~452~~952,~~553~~178) $

(5557,~~384~~080,~~348~~934)

Adjustments to reconcile net loss to net cash

used in operating activities:

Shares and options issued for services

1,035,272

225,327

3,621,419

Shares issued for debt and accrued interest

4,792,207

Amortization of conversion rights on debt

~~1,160,068~~-

4,671,394

Depreciation, amortization, and impairment

9,354,030

32,351,685

Non-controlling interest

(53,854)

Gain from debt extinguishments

~~(1,295,178)~~-

(406,452)

~~Loss~~Gain on sale of assets

(1,119,109)

Allowance for losses on receivables, net

33,123

(Increase) (decrease) in:

Receivables and prepaid expenses

(3,925)

-437,767

441,692

Inventory

374,515

Deposit

(25,000)

Increase (decrease) in:

Accounts payable

(2,596)

(9,222)

171,~~015~~368,198

1,370,794

Accrued expenses

1,229,085

1,120,962

15,~~159~~711,~~504~~480

4,482,395

Related party payables

298,261

194,051

94529,~~200~~512

231,251

Net cash used in operating activities

(175,761)

(282,085)

(14,~~091~~794,~~617~~049)

(4,618,288)

Cash flows from investing activities:

Restricted cash

25,000

(1,000,000)

Acquisition of property and equipment and ~~intangibles~~

intangibles

~~(28,757)~~-

(12,131,455)

Proceeds from sale of assets

7,212,800

Payments received on notes receivable

316,877

Issuance of notes receivable

3,124

Net cash provided by ~~(used in)~~ investing activities

25,000

(28,757)

(5,598,654)

Cash flows from financing activities:

Proceeds from long-term debt

5,700,000

Issuance of common stock

190,000

125,000

~~157~~709,~~800~~500

519,500

Collection of stock subscription

142,200

Purchase of common stock

(100,000)

~~(100,000)~~Commissions paid to raise convertible

~~Commissions paid to raise convertible~~ debentures

75,000

Minority investment in subsidiary

136,915

Payments on long-term debt

(62,841)

Net cash provided by financing activities

190,000

267,200

576,~~800~~600,774

6,410,774

Net increase (decrease) in cash

14,239

10,115

(13,~~062~~791,~~574~~929)

(3,806,168)

Cash, beginning of period

10,857

742

1,063,316

3,817,025

Cash, end of period

1025,~~857~~096 $

~~742~~10,857 $

1025,~~857~~096

The accompanying notes are an integral part of these consolidated financial statements.

F-98

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies

Organization

The consolidated financial statements consist of Providence Resources, Inc. (Providence Resources) and its

wholly owned subsidiary PRE Exploration, LLC (PRE). PRE has three subsidiaries: PDX Drilling I, LLC

(PDX) and PRT Holdings, LLC (PRT) are wholly owned and Comanche County Pipeline, LLC (CCP) is

ninety percent owned. Collectively, these entities are referred to as the Company.

The Company was organized on February 17, 1993 under the laws of the State of Texas and began its

current exploration stage on October 1, 2006. Cumulative amounts recorded in the financial statements are

from October 1, 2006 to the current year end. PRE was formed to acquire leases in Texas for oil and gas

exploration and development. PDX was formed to acquire drilling and service rigs for the purpose of

drilling oil and gas wells in Texas. CCP was formed for constructing an oil and gas pipeline. PDX and CCP

had no activity during 2011. PRT has been without operations since inception.

PRE is involved in exploration activities for the recovery of oil or natural gas products from the Ellenburger

carbonate, Strawn carbonate, and Pennsylvanian-Wolfcamp sandstone reservoirs underlying approximately

13,341 gross acres of oil and gas leases in Val Verde County, Texas. Subsequent to period end, the leases

expired. The Company is in negotiations with the land owners to renew the leases.

The Company is an exploration stage company as defined by applicable accounting standards.

Principles of Consolidation

The consolidated financial statements include the accounts of Providence Resources and its subsidiaries.

All significant intercompany balances and transactions have been eliminated.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

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

those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an

original or current maturity of three months or less to be cash equivalents.

F-109

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Unproved Oil and Gas Properties, Not Subject to Amortization

The Company follows the full cost method of accounting for exploration and development of oil and gas

properties whereby all costs in acquiring, exploring and developing properties are capitalized, including an

estimate of abandonment costs, net of estimated equipment salvage costs, and subjected to a quarterly

impairment test, based on the estimated net realizable value of the property. Management records the

impairment of its unproved oil and gas properties at the time impairment appears to exist.

No costs related to production, general corporate overhead, or similar activities have been capitalized. As of

December 31, ~~2011~~2012 and ~~2010~~2011, the Company ~~only~~ has no capitalized costs of unproved properties acquired and

related exploration costs. Leasehold costs are depleted based on the units-of-production method based on

estimated proved reserves. No proven reserves currently exist for the Company and therefore no depletion

has been taken as of December 31, ~~2011~~2012 and ~~2010~~2011.

Convertible Debts

In accordance with ASC 470-20, the Company ~~calculated~~ calculates the value of any beneficial conversion features

embedded in its convertible debts. If the debt is contingently convertible, the intrinsic value of the

beneficial conversion feature is not recorded until the debt becomes convertible.

Convertible debts are split into two components: a debt component and a component representing the

embedded derivatives in the debt. The debt component represents the Company’s liability for future interest

coupon payments and the redemption amount. The embedded derivatives represent the value of the option

that debt holders have to convert into ordinary shares of the Company. If the number of shares that may be

required to be issued upon conversion of the convertible debt is indeterminate, the embedded conversion

option of the convertible debt is accounted for as a derivative instrument liability rather than equity in

accordance with ASC 815-40.

The debt component of the convertible debt is measured at amortized cost and therefore increases as the

present value of the interest coupon payments and redemption amount increases, with a corresponding

charge to finance cost – other than interest. The debt component decreases by the cash interest coupon

payments made. The embedded derivatives are measured at fair value at each balance sheet date, and the

change in the fair value is recognized in the income statement.

F-1110

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Income Taxes

Deferred income taxes arise from temporary differences resulting from income and expense items reported

for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or

noncurrent, depending on the classification of the assets and liabilities to which they relate. Deferred taxes

arising from temporary differences that are not related to an asset or liability are classified as current or

noncurrent depending on the periods in which the temporary differences are expected to reverse.

If the Company has uncertain tax positions, they are evaluated by management and a loss contingency is

recognized when it is probable that a liability has been incurred and the amount of the loss can be

reasonably estimated. The amount recognized is subject to estimation and management judgment, and the

amount ultimately sustained for an uncertain tax position could differ from the amount recognized. As of

December 31, ~~2011~~ 2012, management did not identify any uncertain tax positions. The tax years previous to

2008 are closed to examination by the Internal Revenue Service.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured

limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any

significant credit risk on cash and cash equivalents. All bank deposits of the company are fully insured by

its banks.

Revenue Recognition

Revenues are recorded upon the completion of the services, with the existence of an agreement and where

collectability is reasonably assured. Oil and natural gas production revenue will be recognized at the time

and point of sale after the product has been extracted from the ground.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718 which requires companies to

measure compensation cost for stock-based employee compensation at fair value at the grant date and

recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s

volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar

companies. The expected life assumption is primarily based on historical exercise patterns and employee

post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on

the U.S. Treasury yield curve in effect at the time of grant.

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the

fair value of options. Option-pricing models require the input of highly complex and subjective variables

including the expected life of options granted and the Company’s expected stock price volatility over a

period equal to or greater than the expected life of the options. Changes in the subjective assumptions can

materially affect the estimated value of the Company’s employee stock options.

The Company recognizes in the statement of operations the grant-date fair value of stock options and other

equity-based compensation issued to employees and non-employees.

F-1211

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Earnings Per Share

The computation of basic earnings per common share is based on the weighted average number of shares

outstanding during each year.

The computation of diluted earnings per common share is based on the weighted average number of shares

outstanding during the period plus the common stock equivalents which would arise from the exercise of

stock options outstanding using the treasury stock method and the average market price per share during the

period. Common stock equivalents are not included in the diluted earnings per share calculation when their

effect is anti-dilutive. In ~~2011~~ 2012 and ~~2010~~ 2011, the Company’s common stock equivalents were ~~anti-dilutive~~ antidilutive.

Common stock equivalents that could potentially dilute earnings per share in the future are the common

stock options and warrants and convertible debts representing approximately ~~103~~148,000,000 and 92 103,~~500~~000,000

shares as of December 31, ~~2011~~2012 and ~~2010~~2011, respectively.

Reclassifications

Certain amounts for ~~2010~~2011 ~~and cumulative amounts~~ have been reclassified to conform to the ~~2011~~2012 presentation, with no resulting

~~presentation, with no resulting~~ effect to net loss, accumulated deficit, or earnings per share amounts.

Note 2 – Going Concern

As of December 31, ~~2011~~2012, the Company’s anticipated revenue generating activities have not begun and the

Company has negative cash flows from operations, has incurred significant losses since inception, has

negative working capital, and has an accumulated deficit in the current exploration stage of over

$5557,000,000. These factors raise substantial doubt about the Company’s ability to continue as a going

concern. The accompanying financial statements do not include any adjustments relating to the

recoverability and classification of assets that might be necessary if the Company is unable to continue as a

going concern.

The Company will require additional funding over the next twelve months in the form of debt or equity

financing. However, the Company has no financing in place and has no assurance that it will be able to

generate funding sufficient to fund business operations. Unless the Company is able to generate funding in

the near term, its ability to continue as a going concern will be in doubt.

F-1312

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 3 – Restricted Cash

During 2010, PRE extended its Carson acreage leases until February 28, 2013 (see Note 15). The extension ~~obligates PRE~~

obligates PRE to drill two additional wells on the Carson acreage. PRE can secure the leases past February ~~28, 2013 with~~

28, 2013 with continuous development of the acreage. Per the leases’ terms, PRE has deposited $1,000,000 ~~with a bank,~~

with a bank, and these funds must be held in escrow until the Company drills the two additional wells. If ~~the~~ ~~Company~~the

Company fails to drill the two additional wells and the leases expire, the Company must pay $100 per acre ~~to Carson.~~

to Carson. Correspondingly, the bank has issued a $1,000,000 letter of credit to Carson.

As of December 31, 2012 no funds had been drawn against this letter of credit.

During 2010, the Company arranged a $25,000 letter of credit with the same bank by collateralizing the first

$25,000 in PRI’s checking account for the benefit of PRT to be qualified as an oil and gas wells operator

with the Texas Railroad Commission. During 2011, these funds were transferred to an escrow account

administered by the Texas Railroad Commission. ~~(see~~As ~~Note~~of ~~4).~~December 31, 2012 the balance of this letter of

Ascredit ~~of December~~was 31$25,000 ~~2011~~(see noNote ~~funds had been drawn against these letters of credit~~4).

Note 4 – Deposit

The deposit consists of $25,000 held in escrow by the Texas Railroad Commission for the benefit of PRT as

the operator of PRE’s wells~~, and as a provision for any material loss that is probable from environmental~~.

remediation liabilities associated with the Company’s well sites. The Company believes that this amount is

a reasonable estimate of potential liabilities based on available information.

Note 5 – Impairment of Capital Assets

During 2011, the Company recorded an impairment charge of $9,354,030 which was the capitalized costs

of all unproved oil and gas properties. Management has determined that they may be unable to perform the

required exploration in accordance with the terms of existing leases (see Note 3). Management will

continue its efforts to develop the leases, but has no current plans for funding and drilling.

F-14

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 6 – Long-Term Debt

Convertible Debentures

The Company issued six convertible debentures for the total principal sum of $3,848,393 due in full with

accrued interest on November 15, 2015. The debentures bear interest at 10% per annum, and have the

option to convert all or part of the principal and accrued interest into common shares of the Company at

approximately $0.16 12 per share at any time prior to maturity. The convertible debentures are secured by

substantially all of the Company’s assets.

Convertible debentures consist of:

2012

2011

2010

Total convertible debentures

3,848,393

F-13

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 6 – Long-Term Debt (continued)

Long-Term Convertible Promissory Notes

Long-term convertible promissory notes consist of:

2012

2011

2010

Convertible Promissory Notes Payable – most are

secured, and some are unsecured notes with carried

interests, maturing between February 2015 and August

2015, including interest ranging from 8% to 10%, and

convertible at approximately $0.1612 per common share,

and with anti-dilution features.

7,421,512

During 2010, principal of $4,619,362 and related accrued interest on certain long-term notes payable and

long-term convertible promissory notes were refinanced in the form of new long-term convertible

promissory notes.

F-15

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 6 – Long-Term Debt (continued)

Long-Term Convertible Promissory Notes (continued)

Notes identified above as being secured are collateralized by one or more of the following:

• All seismic data obtained in connection with the 3D Seismic Project Proposal and Agreement

between the Company and TRNCO Petroleum Corporation which seismic data may not be shared

with any third party without the express written consent of the holder of the note.

• Any and all proceeds arising from or attributable to the assets.

• Oil and gas lease interests held by the Company.

• Properties, rights, and assets of the Company.

The fair values of conversion options are recorded as discounts on the face values of long-term debts. These

amounts are amortized using the straight-line method over the term of the notes. During the years ended

December 31, 2011 and 2010, the Company recorded $0 and $846,656 as interest expense due to

amortization of discounts, respectively.

Long-Term Notes Payable

On February 23, 2010 the long-term notes payable and related accrued interest were refinanced in the form

of long-term convertible promissory notes.

Summary

A summary of long-term debt is as follows:

2012

2011

2010

Convertible debentures

3,848,393

Long-term convertible promissory notes

7,421,512

11,269,905

Accrued interest related to long-term debts is included with Accrued Expenses on the balance sheets and

amounts to $12,~~557~~786,~~635~~720 and $~~436~~1,~~673~~557,635 as of December 31, ~~2011~~2012 and ~~2010~~2011, respectively.

Note 7 – Related Party Transactions

The Company has an agreement with Nora Coccaro, ~~a director of~~ the Company’s chief executive officer, for consulting ~~services.~~

services. The agreement has an automatic renewal provision unless terminated by either party. During the ~~years~~

years ended December 31, ~~2011~~2012 and ~~2010~~2011, the Company recognized consulting expense of $9654,~~240~~000 and ~~$120,480~~

$96,240 respectively.

F-1614

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 8 – Related Party Payables

Related party payables consist of:

2012

2011

2010

Convertible Promissory Notes Payable - secured,

maturing between May 2015 and August 2015,

including interest at 10%, and convertible at

approximately $0.1612 per common share, and with

anti-dilution features

2,662,000

Accrued interest on related party convertible

promissory notes payable

717,424

410,203

~~130,912~~Amounts due to the CEO of the Company for

Amounts due to directors of the Company for

consulting fees

~~(8,960)~~-

948,~~200~~960

3,~~081~~379,~~163 2,887,112~~424

3,081,163

Less current portion

(8,960)

(94,200)

3,379,424

3,072,203

2,792,912

Notes previously identified as being secured are collateralized by one or more of the following:

• All seismic data obtained in connection with the 3D Seismic Project Proposal and Agreement

between the Company and TRNCO Petroleum Corporation which seismic data may not be shared

with any third party without the express written consent of the holder of the note.

• Any and all proceeds arising from or attributable to the assets.

• Oil and gas lease interests held by the Company.

• Properties, rights, and assets of the Company.

Note 9 – ~~Reverse~~Supplemental ~~Stock~~Cash ~~Split~~Flow Information

On August 31, 2010, the stockholders of the Company approved a 1 for 6 reverse stock split. All common

share amounts and per share information have been retroactively adjusted to reflect this reverse common

stock split in the accompanying financial statements.

F-17

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 10 – Supplemental Cash Flow Information

Actual amounts paid for interest and income taxes are as follows:

2012

2011

2010

Interest

Income tax

~~During the year ended December 31, 2010, the Company:~~F-15

• Extended the Carson oil and gas leases in exchange for long-term convertible promissory notes of

$1,344,130.

• Converted accrued interest expense of $2,648,413 into principal on long-term convertible

promissory notes, long-term notes payable, and long-term convertible debentures.

• Recognized debt extinguishment income of $1,295,178 related to the discharge of accounts

payable.

F-18

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1110 – Income Taxes

The difference between income taxes at statutory rates and the amount presented in the financial statements

is a result of the following:

Years Ended December 31,

Cumulative

2012

2011

2010

Amounts

Federal tax benefit at statutory rate

(577,000)

(4,064,000)

(~~834~~18,577,000)

(18,000,000)

Change in valuation allowance

577,000

4,064,000

~~834~~18,577,000

18,000,000

Deferred tax assets are as follows:

2012

2011

2010

Start-up costs

510,000

450,000

340,000

Net operating loss carryforwards

1,700,000

Accrual to cash basis adjustment

~~417~~(479,000

~~402~~(474,000)

Impairment of assets

11,000,000

711,~~800~~000,000

Stock based compensation

~~340~~1,231,000

771,231,000

Non-deductible interest expense

4,615,000

4,093,000

3,617,000

Valuation allowance

(18,577,000)

(18,000,000)

(13,936,000)

The Company has net operating loss carryforwards of approximately $5,000,000, which begin to expire in

the year ~~2026~~ 2014. The amount of net operating loss carryforwards that can be used in any one year will be

limited by significant changes in the ownership of the Company and by the applicable tax laws which are in

effect at the time such carryforwards can be utilized.

~~The~~Note ~~Company's~~11 ~~effective~~– ~~tax~~Preferred ~~rate is 34%. The change in the valuation allowance is $4,064,000.~~Stock

Note 12 – Preferred Stock

The Company’s preferred stock may have such rights, preferences, and designations and may be issued in

such series as determined by the Board of Directors. No shares were issued and outstanding at December

31, ~~2011~~2012 and ~~2010~~2011.

F-1916

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1312 – Common Stock Options ~~and Warrants~~

In applying the Black-Scholes methodology to the options granted during 2011 the Company used the

following assumptions:

Risk-free interest rate

2.23%

Expected life of options

3 years

Expected price volatility

290%

Dividend rate

Common stock options ~~and warrants~~ are as follows:

Exercise

Number of

Price Per

Options

~~Warrants~~Share

~~Per~~Outstanding ~~Share~~at January 1, 2011

Outstanding at December 31, 2011

1,933,333

52,519

$1.20 - 1.80

Expired

(52,519)

1.80

Outstanding at December 31, 2010

1,933,333

1.20

Cancelled

(1,583,333)

1.20

Granted, vested, and excercisable

3,000,000

0.25

Outstanding at December 31, 2012 and 2011

3,350,000

$0.25 - 1.20

The following table summarizes information about common stock options outstanding at December 31,

~~2011~~2012:

Outstanding

Exercisable

Exercise Price

Number

Weighted

Number

Weighted

Range

Outstanding

Average

Exercisable

Average

Remaining

Exercise Price

Exercise

Contractual

Price

Life (Years)

$0.25

3,000,000

21.3

$0.25

3,000,000

$0.25

$1.20

350,000

76.0

$1.20

350,000

$1.20

$0.25 - 1.20

3,350,000

21.8

$0.35

3,350,000

$0.35

The weighted average estimated grant date fair value of the stock options granted during 2011 was

approximately $0.25 per share.

~~F-20~~Note 13 – Commitments and Contingencies

The Company has a royalty commitment of 25% of net revenue on certain oil and gas leases.

F-17

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 14 –— ~~Commitments~~Fair ~~and~~Value ~~Contingencies~~of Financial Instruments

The Company has a royalty commitment of 25% of net revenue on certain oil and gas leases.

Note 15 — Fair Value of Financial Instruments

None of the Company’s financial instruments, which are current assets and liabilities that could be readily

traded, are held for trading purposes. The Company estimates that the fair value of all financial instruments

at December 31, ~~2011~~ 2012 does not differ materially from the aggregate carrying value of its financial

instruments recorded in the accompanying consolidated balance sheets.

Note 1615 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date the financial

statements were issued. The Company is not aware of any subsequent events which would require

recognition or disclosure in the financial statements except as discussed in the following paragraph.

~~F-21~~The Company’s oil and gas leases expired on their terms on February 28, 2013. The Company is seeking to

~~PROVIDENCE~~renew ~~RESOURCES~~the ~~INC~~leases and avoid the forfeiture of $1,000,000 (see Note 3).

~~(An~~Note ~~Exploration~~16 ~~Stage~~– ~~Company)~~Recent Accounting Pronouncements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 17 – Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards

Update (ASU) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which will require

disclosures for entities with financial instruments and derivatives that are either offset on the balance sheet

in accordance with ASC 210-20-45 or ASC 815-10-45, or are subject to a master netting arrangement. ASU

No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The

Company is currently evaluating the impact of the adoption of ASU 2011-04 on its financial position,

results of operations, and disclosures.

In September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08, “Testing

Goodwill for Impairment”. This ASU permits an entity to make a qualitative assessment of whether it is

more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the

two-step goodwill impairment test. If an entity concludes it is not more likely than not that the fair value of

a reporting unit is less than its carrying amount, then there is no need to perform the two-step impairment

test. This ASU is effective for annual and interim goodwill impairment tests performed for fiscal years

beginning after December 15, 2011. Early adoption is permitted. The adoption of this ASU will not have a

material impact on the Company’s consolidated financial statements, as it is intended to simplify the

assessment for goodwill impairment.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income” (as amended

by ASU 2011-12). ASU 2011-05 requires entities to report components of comprehensive income in either

a continuous statement of comprehensive income or two separate but consecutive statements. Under the

continuous statement approach, the statement would include the components and total of net income, the

components and total of other comprehensive income and the total of comprehensive income. Under the

two statement approach, the first statement would include the components and total of net income and the

second statement would include the components and total of other comprehensive income and the total of

comprehensive income. ASU 2011-05/12 does not change the items that must be reported in other

comprehensive income. ASU 2011-05/12 is effective retrospectively for interim and annual periods

beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating

the impact of the adoption of ASU 2011-05/12 on its financial statements.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value

Measurement and Disclosure Requirement in U.S. GAAP and IFRSs”. ASU 2011-04 does not extend the

use of fair value but, rather, provides guidance about how fair value should be applied where it already is

required and permitted under IFRS or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications

of existing guidance or wording changes to align with IFRS 13. ASU 2011-04 is effective on a prospective

basis for interim and annual periods beginning after December 15, 2011, with early adoption not permitted.

In the period of adoption, a reporting entity will be required to disclose a change, if any, in valuation

technique and related inputs that result from applying ASU 2011-04 and to quantify the total effect, if

practicable. The Company is currently evaluating the impact of the adoption of ASU 2011-04 on its

financial position, results of operations, and disclosures.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future

effective dates are either not applicable or are not expected to be significant to the financial statements of

the Company.

F-2218

PROVIDENCE RESOURCES INC.

(An Exploration Stage Company)

SUPPLEMENTARY SCHEDULES ON OIL AND GAS OPERATIONS

December 31, 2011 and 2010

Supplemental Oil and Gas Information – ASC 932

The Company has no proved reserves and no oil and gas production and therefore has not presented the

information required under ASC 932 for proved reserves.

Capitalized Costs

December 31,

2011

2010

Proved oil and gas properties

Unproved oil and gas properties

9,312,905

Total capital costs

9,312,905

Accumulated depletion

Net capitalized costs

9,312,905

Costs Incurred

December 31,

2011

2010

Acquisitions:

Proved reserves

Unproved reserves

Total acquisitions

Exploration

costs

Development costs

1,372,887

Asset retirement obligations

Total costs incurred

1,372,887

F-23

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s

management, with the participation of the chief executive officer and the chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of the end of the period covered

by this report. Disclosure controls and procedures are designed to ensure that information required to be

disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and

reported within the time periods specified in the Commission’s rules and forms, and that such information

is accumulated and communicated to management, including the chief executive officer and the chief

financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by

this report, that the Company’s disclosure controls and procedures were ~~not~~ effective in recording, processing,

~~processing,~~ summarizing, and reporting information required to be disclosed, within the time periods specified in the

~~specified in the~~ Commission’s rules and forms, and such information was ~~not~~ accumulated and communicated to management,

~~communicated to management,~~ including the chief executive officer and the chief financial officer, to allow timely decisions regarding

~~timely decisions regarding~~ required disclosures.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control

over financial reporting. The Company’s internal control over financial reporting is a process, under the

supervision of the chief executive officer and chief financial officer, designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of the Company’s financial

statements for external purposes in accordance with United States generally accepted accounting principles

(GAAP). Internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of the Company’s assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of

the financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures are being made only in accordance with authorizations of management

and the board of directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the Company’s assets that could have a material effect on the financial

statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

2526

The Company’s management conducted an assessment of the effectiveness of our internal control over

financial reporting as of December 31, ~~2011~~2012, based on criteria established in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which

assessment identified material weaknesses in internal control over financial reporting. A material weakness

is a control deficiency, or a combination of deficiencies in internal control over financial reporting that

creates a reasonable possibility that a material misstatement in annual or interim financial statements will

not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal

control over financial reporting did identify material weaknesses, management considers its internal control

over financial reporting to be ineffective.

The matters involving internal control over financial reporting that our management considered to be

material weaknesses were:

•  lack of an audit committee due to a lack of a majority of outside directors, resulting in ineffective

oversight in the monitoring of required internal controls over financial reporting;

•  inadequate segregation of duties consistent with control objectives since the responsibilities

associated with the offices of chief executive officer, chief financial officer and principal

accounting officer are assumed by one individual.

The aforementioned material weaknesses were identified by our chief executive officer in connection with

the review of our financial statements as of December 31, ~~2011~~2012.

Management believes that the material weaknesses set forth above did not have an effect on our financial

results. However, management believes that the lack of an audit committee, the inadequate segregation of

duties and the lack of a majority of outside directors results in ineffective oversight in the monitoring of

required internal controls over financial reporting, which weaknesses could result in a material

misstatement in our financial statements in future periods.

This annual report does not include an attestation report of our independent registered public accounting

firm regarding internal control over financial reporting. We were not required to have, nor have we,

engaged our independent registered public accounting firm to perform an audit of internal control over

financial reporting pursuant to the rules of the Commission that permit us to provide only management’s

report in this annual report.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and enhance our internal controls over financial

reporting, the Company plans to initiate, the following measures:

• segregate the duties of chief executive officer and chief financial officer/principal accounting

officer consistent with our control objectives; and

• appoint outside directors to our board in order to form an audit committee that will undertake

oversight in monitoring of required internal controls over financial reporting such as reviewing

estimates and assumptions made by management.

2627

Changes in Internal Controls over Financial Reporting

During the period ended December 31, ~~2011~~2012, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

2728

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth the name, age and position of each director and executive officer of the

Company:

Name

Age

Year

Positions Held

Elected/Appointed

Markus Müller

5354

2003

Chairman of the board of directors

Nora Coccaro

5556

1999

~~Director~~CEO, CFO, PAO and director

Christian Russenberger

4344

2008

~~CEO, CFO, PAO and director~~Director

Markus Müller was appointed to the Company’s board of directors on May 28, 2003. He estimates that he

spends approximately 10 percent of his time, approximately 5 hours per week, on the Company’s business.

He also has significant responsibilities with other companies, as detailed in the following paragraph.

Business Experience:

Mr. Müller currently acts as a director of Scherrer & Partner Portfolio Management AG Zurich and of First

Equity Securities AG Zurich. He has held these positions since August of 2000. Both companies are

involved in asset management for private clients and the management of investment funds. Prior to Mr.

Müller’s current engagements he acted as a director of Jefferies AG Zurich (1995 to 2000) and as the

managing director of Jefferies Management AG Zug (1995 to 2000). The Jefferies companies are also

involved in asset management for private clients.

Officer and Director Responsibilities and Qualifications:

Mr. Müller is responsible for the overall management of the Company and serves as the chairman of the

board of directors.

Other Public Company Directorships in the Last Five Years:

None.

Nora Coccaro was appointed to the Company’s board of directors and as chief executive officer, chief

financial officer and principal accounting officer on November 16, 1999. She resigned from her executive

positions on July 2, 2007 ~~and~~to ~~has~~serve ~~since served~~ as vice-president of corporate affairs. ~~She~~Ms. ~~estimates~~Coccaro ~~that~~was ~~she~~reappointed as

~~spends~~chief ~~approximately~~executive 20officer, ~~percent~~chief offinancial ~~her~~officer ~~time,~~and ~~approximately~~principal 10accounting ~~hours~~officer ~~per~~on ~~week~~December 12, on2013 ~~the Company’s~~on

~~business~~the resignation of Mr. Ms Russenberger. ~~Coccaro~~She ~~also~~estimates ~~has~~that ~~significant~~she ~~responsibilities~~spends ~~with~~approximately ~~other~~30 ~~companies,~~percent asof ~~detailed~~her ~~in the~~time,

~~following~~approximately ~~paragraph~~15 hours per week, on the Company’s business.

Business Experience:

Ms. Coccaro has been involved in the management of Canadian and US public entities for over 20 years

having served in a variety of capacities to ensure orderly governance. Between September 1998 and

December 2005 Ms. Coccaro acted as the Consul of Uruguay to Western Canada.

Officer and Director Responsibilities and Qualifications:

Ms. Coccaro is responsible for the overall ~~administration~~management of the Company and is ~~involved~~responsible infor ~~many of~~ its

day-to-day operations, finance and administration.

Ms. Coccaro attended medical school at the University of Uruguay.

Other Public Company Directorships in the Last Five Years:

None.

Christian Russenberger was appointed to the Company’s board of directors on March 31, 2008 and as

chief executive officer, chief financial officer and principal accounting officer on April 14, 2011. Hefrom

~~estimates~~which ~~that~~positions he ~~spends~~resigned ~~approximately~~on December 10, ~~percent~~2012. ofHe ~~her~~estimates ~~time,~~that ~~approximately~~he 5spends ~~hours~~approximately ~~per~~10 ~~week, on the~~percent

of his time, approximately 5 hours per week, on the Company’s business. Mr. Russenberger also has ~~significant responsibilities with other companies, as~~

significant responsibilities with other companies, as detailed in the following paragraph.

Business Experience:

Mr. Russenberger is the sole owner and director of CR Innovations Holding AG, CR Innovations AG

(financial consulting), Global Project Finance AG (long term investments), and Profumeria.ch AG. Since

2004 Mr. Russenberger has been involved in the management and direction of each of these companies.

Prior to his current experience Mr. Russenberger worked with Finter Bank in Zurich, Switzerland (1993 to

2004) as a relationship manager and analyst. Before joining Finter Bank, Mr. Russenberger worked in

Zurich as an analyst with Anlage-und Kreditbank AKB (1991 to 1993) and Bank Leu AG (1990 to 1991).

Officer and Director Responsibilities and Qualifications:

Mr. Russenberger is responsible for ~~the~~overseeing ~~overall~~ management of the Company ~~and is involved in many of~~.

its day-to-day operations, finance and administration.

Mr. Russenberger graduated from Realgymnasium Raemibuehl Zurich with a college degree and then from

the SIB Juventus Zurich with a Bachelor of Science in Business Administration.

Other Public Company Directorships in the Last Five Years:

None.

No persons other than executive officers or directors of the Company are expected to make any significant

contributions to management.

Term of Office

Our directors ~~are~~were ~~appointed~~elected for staggered terms of one (1) year, two (2) years and three (3) years to hold

office until the next annual meeting of our shareholders or until removed from office in accordance with our

bylaws. Our executive officers ~~are~~hold ~~appointed~~office byat ~~our~~the ~~board~~discretion of ~~directors~~the ~~and~~board ~~hold~~of ~~office until removed by the~~directors.

~~board.~~30

Family Relationships

There are no family relationships between or among the directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten years there are no events that occurred related to an involvement in legal proceedings

that are material to an evaluation of the ability or integrity of any of the Company’s directors, persons

nominated to become directors or executive officers.

Compliance with Section 16(A) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are unaware persons who,

during the period ended December 31, ~~2011~~2012, failed to file, on a timely basis, reports required by Section

16(a) of the Securities Exchange Act of 1934. except as follows:

 Mr. Russenberger, a director, failed to file either a Form 4 or Form 5 in connection with his

subscription for shares of the Company’s common stock both directly and indirectly through an

entity owned by Mr. Russenberger.

 Bruno Sauter, a greater than 10% shareholder, failed to file a Form 3 or Form 5 in connection

with his subscription for shares of the Company’s common stock.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the

Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the

principal executive officer, principal financial officer, controller, and persons performing similar functions.

The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this ~~form~~Form 10-K. Further, our

Code of Ethics is available in print, at no charge, to any security holder who requests such information by

contacting us.

Board of Directors Committees

The board of directors has not established an audit committee. An audit committee typically reviews, acts

on and reports to the board of directors with respect to various auditing and accounting matters, including

the recommendations and performance of independent auditors, the scope of the annual audits, fees to be

paid to the independent auditors, and internal accounting and financial control policies and procedures.

Certain stock exchanges currently require companies to adopt a formal written charter that establishes an

audit committee that specifies the scope of an audit committee’s responsibilities and the means by which it

carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be

required to establish an audit committee. The board of directors has not established a compensation ~~committee.~~

committee.

Director Compensation

~~During~~Our ~~the~~directors ~~year~~are ~~ended~~currently ~~December~~not ~~31,~~reimbursed ~~2011~~for ~~the~~out-of-pocket ~~Company~~costs ~~did~~incurred ~~not~~in ~~compensate~~attending itmeetings ~~directors~~and ~~for their services as~~are

~~directors~~not compensated for services as a director. The Company has compensated directors in the past and may

~~During~~adopt ~~the~~additional ~~year~~provisions ~~ended~~for ~~December~~compensating ~~31,~~directors ~~2011,~~for ~~the~~their ~~Company~~services ~~compensated~~in ~~one~~the ~~of its directors pursuant to a~~future.

~~consulting agreement for her services as vice-president of corporate affairs.~~31

The following table provides summary information for the year ended December 31, 2011 concerning cash

and non-cash compensation paid or accrued by the Company to or on behalf of its directors.

Director’s Summary Compensation Table

Name

Fees earned

Stock

Option

Non-equity

Nonqualified

All other

Total

or paid in

awards

Awards

incentive plan

deferred

compensation

($)

cash

($)

compensation

($)

Markus Müller,

chairman

Nora Coccaro

96,240*

96,240

Gilbert Burciaga

741,355**

741,355

Christian

Russenberger

* Pursuant to a consulting agreement; amount paid for Ms. Coccaro’s services as vice-president of corporate affairs.

** Pursuant to a resignation and separation agreement; stock options granted in lieu of amounts accrued to Mr. Burciaga for

services rendered as chief executive officer; Mr. Burciaga resigned as officer and director on April 14, 2011.

ITEM 11.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

~~The~~Our ~~Company~~chief ~~remains~~executive inofficer ~~the~~has ~~development~~an ~~stage~~employment ~~and~~agreement ~~has~~with ~~not~~the ~~entered~~Company ~~into~~though ashe ~~compensation~~does ~~agreement~~have ~~with it~~a

~~current~~consulting ~~sole~~agreement ~~executive~~dated ~~officer~~March ~~due~~16, to2000, ~~financial~~that ~~constraints.~~is ~~Our~~renewable ~~former~~on ~~sole~~an ~~executive~~annual ~~officer~~basis, ~~did~~pursuant ~~participate~~to which

incompensation ais ~~compensation~~paid ~~program~~in ~~designed~~the toform ~~incentivize~~of ~~officers~~a ~~for~~monthly ~~services~~fee. ~~rendered~~The incompensation ~~the~~package ~~form~~is ofdeemed aappropriate ~~salary,~~for

~~stock~~our ~~options~~sole ~~awards,~~executive officer and atwas ~~the~~determined ~~sole~~in ~~discretion~~accordance ofwith ~~the~~compensatory ~~Company,~~packages ansimilar ~~annual~~to ~~bonus. We believe that these~~other

~~compensatory~~development ~~elements~~stage ~~are~~companies. ~~adequate~~While tohave ~~retain~~determined ~~and~~that ~~motivate~~our ~~executive~~current ~~officers.~~approach ~~The~~to ~~amounts~~compensation ~~we deemed~~is

appropriate toat ~~compensate~~this ~~our~~time ~~former~~though ~~chief~~we ~~executive~~expect ~~officer~~to ~~were~~expand ~~determined~~our incompensation ~~accordance~~program ~~with~~at some future time to

~~compensatory~~include ~~packages~~a ~~similar~~salary, tobenefits ~~other~~and ~~development~~participation ~~stage~~in ~~exploration~~a ~~companies~~stock ~~though~~option itplan. ~~was~~The ~~based~~Company’s onformer chief executive

noofficer ~~specific~~served ~~formula.~~without ~~While we have no~~ compensation ~~agreement~~throughout ~~with~~the ~~our~~relevant ~~current~~periods ~~sole~~in ~~executive~~view ~~officer~~of ~~his~~fiscal constraints.

~~ownership~~For ofthe ~~our~~year ~~common~~ended ~~shares~~December ~~and~~31, ~~debt~~2012 ~~obligations~~$54,000 ~~compels~~was ~~him~~paid through tomonthly ~~safeguard~~installments ~~the~~to ~~Company’s~~retain ~~best~~our

~~interests~~executive ~~and~~officer isin ~~adequate~~her ~~for~~prior ~~accomplishing~~position ~~our~~of ~~current~~vice-president ~~objectives.~~of Wecorporate doaffairs ~~intend~~as tocompared ~~return~~ to a$96,240 ~~formal~~for the

~~compensation~~year ~~arrangement~~ended ~~with~~December ~~our~~31, ~~executive~~2011. ~~officer~~The ordecrease ~~officers~~ in compensation over the ~~future,~~comparative ~~which~~periods ~~may~~is ~~expand~~attributed ~~those~~to

~~benefits~~declining ~~previously~~activity ~~granted,~~in atthe ~~such~~field ~~time~~and asfiscal ~~the~~constraints The Company’s ~~operations~~does ~~can~~not ~~sustain~~expect ato ~~compensation~~enter ~~package~~into an

employment agreement with its chief executive officer in the ~~best~~near ~~interests~~term ofand ~~its~~believes ~~shareholders.~~ that the level of

~~Executive~~ compensation ~~paid~~evident orin ~~accrued~~2012 towill ~~our~~remain ~~current~~consistent ~~sole~~over ~~executive~~the ~~officer~~next ~~for~~twelve ~~the~~months ~~year~~or ~~ended~~until ~~December~~such time as

~~31,~~sufficient ~~2011~~funding ~~was~~is ~~$0.~~realized ~~Executive~~to ~~compensation~~return ~~paid or accrued~~ to ~~our~~oil ~~former~~and ~~chief~~gas ~~executive~~development ~~officer for the year~~efforts.

ended December 31, 2011 was $741,355 as compared to $375,327 for the year ended December 31, 2010.

The increase in executive compensation over the comparative periods is in connection with the resignation

of our former sole executive officer in 2011, which caused accrued compensation to be extinguished in

exchange for stock option compensation. The decision not to enter into a compensation agreement with our

current sole executive officer can be attributed to fiscal constraints due to the non-productive nature of

drilling activities to date. We expect to that future executive compensation for our current chief executive

officer will fluctuate from that paid this year ended based on the prospect of additional stock options and the

results of operations moving forward.

Compensation paid to our vice-president of corporate affairs for the year ended December 31, 2010 was

$96,240 as compared to $120,480 for the year ended December 31, 2010. The decrease in compensation

over the comparative periods is attributed to a decrease in salary due to fiscal constraints. We expect future

compensation for our vice-president of corporate affairs to remain relatively consistent with that amount

paid this year.

Tables

The following table provides summary information for the years ~~2011~~2012 and ~~2010~~2011 concerning cash and

non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief executive ~~officer~~officers,

and (ii) any other employee to receive compensation in excess of $100,000.

Executive’s Summary Compensation Table

Name and

Year

Salary

Bonus

Stock

Option

Non-Equity

Change in

All Other

Total

Principal

($)

Awards

Incentive Plan

Pension Value

Compensation

($)

Position

($)

Compensation and Nonqualified

($)

Deferred

Compensation

($)

Christian

~~2011~~2012

Russenberger ~~2010~~ 2011

former CEO, ~~CFO,~~

~~PAO~~CFO, ~~and~~PAO

and director†

Gilbert

~~2011~~2012

741,355

~~741,355~~-

Burciaga:

~~2010 150,000 150,000~~2011

741,355

~~525,327~~-

741,355

former CEO,

CFO, PAO

and director*

Nora

~~2011~~2012

9654,~~240~~000

Coccaro:

~~2010 120,480~~2011

96,240

~~120~~96,~~480~~240

~~Vice-~~current

~~President~~CEO, ofCFO,

~~Corporate~~PAO and

~~Affairs and~~director

~~Director~~† Resigned as an officer on December 10, 2012.

* Resigned as an officer and director on April 14, 2011.

~~The following table provides summary information for the year ended December 31, 2011, concerning~~32

The following table provides summary information for the year ended December 31, 2012, concerning

unexercised options, stock that has not vested, and equity incentive plan awards by the Company to or on

behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of

$100,000:

Outstanding Equity Awards at Fiscal Year-End

Option awards

Stock awards

Equity

incentive

Equity

plan

incentive

Number Market

awards:

plan awards:

plan

value of number of

market or

awards:

unearned

payout value

Number of

number of

or units or units

shares,

of unearned

securities

of stock of stock

units or

shares, units

underlying

that

other

or other

unexercised unexercised

unexercised Option

Option

have

rights that

options

unearned

exercise

Option

not

have not

(#)

options

price

expiration

vested

Name

exercisable unexercisable

(#)

($)

date

(#)

($)

~~Gilbert~~Christian

~~Burciaga~~Russenberger*

3116,~~000,000~~667

01.2520

~~April 14,~~December

~~2014~~15, 2018

~~Christian~~Nora Coccaro

~~Russenberger~~91,667

116,667

1.20

December

15, 2018

~~The~~*Mr. ~~Company~~Russenberger ~~had~~resigned aon ~~consulting~~December ~~agreement with its executive officer~~10, ~~effective May 1, 2007, through April~~2012.

~~30,~~We ~~2011,~~have ~~for~~no ~~(i)~~agreement anthat ~~annual~~provides ~~salary~~for ofpayments ~~$150,000,~~to ~~(ii)~~our atexecutive ~~the~~officer ~~Company’s~~at, ~~discretion~~following, anor ~~annual~~in ~~bonus and (iii)~~connection

~~performance~~with the resignation, ~~tenure~~retirement or other termination, ~~and~~or ~~incentive~~a ~~stock~~change ~~options.~~in ~~The~~control ~~agreement~~of ~~was~~the ~~terminated~~Company onor ~~April~~a ~~14,~~change ~~2011.~~in

~~The~~our ~~Company~~executive ~~has~~officer's noresponsibilities ~~plans~~following ~~that~~a ~~provides~~change ~~for~~in ~~the payment of retirement benefits, or benefits that will be paid~~control.

~~primarily~~We ~~following~~have no plans that provide for the payment of retirement. benefits, or benefits that will be paid primarily

~~The Company has no agreement that provides for payment to our current executive officer at,~~ following, orretirement.

inThe ~~connection~~following ~~with~~table ~~the~~provides ~~resignation,~~summary ~~retirement~~information orfor ~~other~~the ~~termination,~~year orended aDecember ~~change~~31, in2012 ~~control~~concerning ~~of Company or a~~cash

~~change~~and innon-cash ~~our~~compensation ~~executive~~paid ~~officer's~~or ~~responsibilities~~accrued ~~following~~by athe ~~change~~Company into ~~control~~or on behalf of its directors.

32Summary Compensation Table

Name

Fees earned or

Stock

Option

Non-equity

Nonqualified

All other

Total

paid in cash

awards

Awards

incentive plan

deferred

compensation

($)

compensation

($)

Markus Müller

Christian

Russenberger

Nora Coccaro

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the ownership of the Company’s 1524,~~346~~846,586

shares of common stock issued and outstanding as of ~~May~~December 231, 2012 with respect to: (i) all directors; ~~(ii) each~~

(ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and ~~(iii) our~~

(iii) our directors and executive officers as a group.

Names and Addresses of Managers and

Title of

Beneficial Owners

Class

Number of Shares

Percent of

Class

Christian Russenberger,* director

~~909~~5,~~167~~030,834

CEO, CFO, PAO and director

Meierhofrain 36, CH-8820

Common

(116,667 options and

16,637,500 convertible

6.0%

Wädenswil, Switzerland

22,183,333 convertible

20.2%

shares)

Markus Müller, director

Bleicherweg 66, CH-8022

Common

2,794,620

Zurich, Switzerland

(116,667 options)

1811.2%

Nora Coccaro, CEO, CFO, PAO and director

Rio Negro 1245, Apartment 102

Common

75,587

Postal Code 1100, Montevideo, Uruguay

(91,667 options)

< 0.51%

Officer and directors (three) as a group

Common

37,~~779~~901,~~374~~041

2431.74%

* ChristianBruno ~~Russenberger is the owner of 722,500 common shares and 116,667 options and is considered the beneficial owner of~~Sauter

~~(i)~~LM ~~186,667~~Leeacher ~~common shares and $1~~3,~~863,400~~ ~~in debt convertible into 11,646,250 common shares held by Global Project Finance~~CH-8123

~~AG and (ii) $798,600 in debt convertible into 4,991,250 common shares held by CR Innovations AG.~~Common

3,500,000

14.1%

Ebmantingen, Switzerland

* Christian Russenberger is the owner of 2,347,500 common shares and 116,667 options and is considered the beneficial owner

of (i) 2,683,334 common shares and $1,863,400 in debt convertible into 15,528,333 common shares held by Global Project

Finance AG and (ii) $798,600 in debt convertible into 6,665,000 common shares held by CR Innovations AG.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights

attached to all of our outstanding shares, nor any members of the immediate family (including spouse,

parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or

indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed

transaction which, in either case, has or will materially affect us except the following consulting fees and

~~option~~stock ~~grants~~subscriptions:

• ~~Gilbert~~Nora ~~Burciaga~~Coccaro, our ~~former~~chief ~~sole~~ executive officer and a ~~former~~ director., ~~Mr.~~pursuant ~~Burciaga~~to ~~entered~~a ~~into~~consulting agreement

arealized ~~resignation~~$54,000 ~~and~~in ~~separation~~consulting ~~agreement~~fees ~~pursuant~~for tothe ~~which~~year heended ~~relinquished~~December ~~any~~31, ~~accrued~~2012.

~~compensation~~ Christian Russenberger, a director, pursuant to ~~his~~a ~~employment~~subscription agreement, ~~and~~acquired ~~cancelled his outstanding options in~~ 1,000,000

~~exchange for the option to purchase 3,000,000 common~~ shares ~~for a period~~ of ~~three~~our ~~years~~common ~~from the~~stock.

~~date~~ Christian ofRussenberger, ~~grant~~a atdirector anand ~~exercise~~beneficial ~~price~~owner of ~~$0.25~~Global ~~per~~Project ~~share.~~Finanze AG, pursuant to

~~• Nora~~a ~~Coccaro~~subscription agreement, ~~vice-president~~acquired ~~of corporate affairs and a director~~2,500,000 ~~pursuant~~shares toof aour ~~consulting~~common ~~agreement~~stock.

~~dated~~ Bruno ~~March 16~~Sauter, ~~2000,~~a ~~realized~~shareholder ~~$96,240~~holding in ~~consulting~~excess ~~fees~~of ~~for~~5% of the ~~year~~voting ~~ended December~~rights 31in our stock, ~~2011.~~pursuant to a

33subscription agreement, acquired 3,500,000 shares of our common stock.

Director Independence

The Company is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have

director independence requirements. NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a

director is not considered to be independent if he or she is also an executive officer or employee of the

corporation. ~~Under~~Although ~~this~~neither ~~standard~~of Mr. Russenberger ~~and~~or Mr. Müller ~~could~~are ~~each~~executive beofficers ~~considered~~or ~~independent~~employees the

~~directors. Nonetheless, due to the~~ number of financing transactions between the Company and entities managed by either Mr. Russenberger

~~managed~~or ~~by either~~ Mr. ~~Russenberger~~Müller, orpreclude Mrtheir acting as independent directors. ~~Müller~~Therefore, we do not believe that our board of ~~directors includes~~

directors includes any independent directors.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

MartinelliMick PLLC (“Martinelli”) provided audit services to the Company in connection with its annual

~~report~~reports for the fiscal ~~year~~years ended December 31, ~~2011.~~2012 ~~BehlerMick~~and PSDecember ~~(“Behler”)~~31, ~~provided~~2011. ~~audit~~The ~~services~~aggregate tofees billed by

~~the~~Martinelli ~~Company~~for inthe ~~connection~~audit ~~with~~of ~~its~~our annual ~~report~~financial ~~for~~statements and the ~~fiscal~~review ~~year~~of ~~ended~~our ~~December~~quarterly ~~31, 2010. The~~financial

~~aggregate~~statements ~~fees~~in ~~billed~~2012 bywere ~~Martinelli~~$ ~~for~~xxxxx ~~our annual financial statements~~ and ~~review~~in of2011 ~~our~~were ~~quarterly~~$ ~~financial~~xxxxxx.

statements in 2011 were $4,331 and the aggregate fees billed by Behler for our annual financial statements

and review of our quarterly financial statements in 2011 and 2010 were $31,247.

Audit Related Fees

Martinelli ~~and Behler~~ billed to the Company no fees in ~~2011~~2012 or ~~2010~~2011 for professional services that are reasonably

~~reasonably~~ related to the audit or review of our financial statements that are not disclosed in “Audit Fees” above.

above.

Tax Fees

Martinelli ~~and Behler~~ billed to the Company no fees in ~~2011~~2012 or ~~2010~~2011 for professional services rendered in connection

~~connection~~ with the preparation of our tax returns for the periods.

All Other Fees

Martinelli ~~and Behler~~ billed to the Company no fees in ~~2011~~2012 or ~~2010~~2011 for other professional services rendered or any

~~rendered or any~~ other services not disclosed above.

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to us by

Martinelli ~~and Behler~~, as detailed above, were pre-approved by our board of directors. Our independent auditors,

~~auditors,~~ Martinelli ~~and Behler~~, performed all work using only their own full-time permanent employees.

3435

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages

F-1 through F-2218, and are included as part of this Form 10-K:

Financial Statements of the Company for the years ended December 31, ~~2011~~2012 and ~~2010~~2011:

~~Reports~~Report of Independent Registered Public Accounting ~~Firms~~Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statement of Stockholders’ Deficit and Comprehensive Loss

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Supplementary Schedules on Oil and Gas Operations

(b) Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 3738 of this Form 10-K, and are incorporated herein by this reference.

(c) Financial Statement Schedules

We are not filing any additional financial statement schedules as part of this Form 10-K because such

schedules are either not applicable or the required information is included in the financial statements or

accompanying notes.

3536

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Providence Resources, Inc.

Date

/s/ ~~Christian~~Nora ~~Russenberger~~Coccaro

~~May~~April 31, ~~2012~~2013

By: ~~Christian~~Nora ~~Russenberger~~Coccaro

Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date

/s/ Christian Russenberger

Christian Russenberger

Chief Executive Officer, Chief Financial Officer, Principal

May 3, 2012

Accounting Officer and Director

/s/ Markus Müller

~~May~~April 31, ~~2012~~ 2013

Markus Müller

Director

/s/ Nora Coccaro

~~May~~April 31, ~~2012~~2013

Nora Coccaro

Chief Executive Officer, Chief Financial Officer

Principal Accounting Officer and Director

/s/ Christian Russenberger

April 1, 2013

Christian Russenberger

Director

3637

INDEX TO EXHIBITS

Exhibit

Description

3~~(i)(a)~~.1.1*

Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the

Commission on April 17, 2000).

3~~(i)(b~~.1.2 ~~& c)~~+3*

Amendments to Articles of Incorporation (incorporated by reference from the Form 10-SB filed

with the Commission on April 17, 2000).

3~~(i)(d)~~.1.4*

Amended and Restated Articles of Incorporation (incorporated by reference from the Form 10-SB

filed with the Commission on April 17, 2000).

3~~(i)(e)~~.1.5*

Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by

reference from the Form 10-QSB filed with the Commission on November 17, 2003).

3~~(i)(f)~~.1.6*

Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference

from the Form 8-K filed with the Commission on October 2, 2006).

3~~(i)(g)~~.1.7*

Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference

from the Form 10-QSB filed with the Commission on August 14, 2007).

3~~(ii)(a)~~.2.1*

Bylaws of the Company (incorporated by reference from the Form 10-SB filed with the

Commission on April 17, 2000).

3~~(ii)(b)~~.2.2*

Amended and Restated Bylaws of the Company (incorporated by reference from the Form 8-K filed

with the Commission on October 26, 2006).

10~~(i)~~.1*

Project Participation Agreement with Elm Ridge Exploration Company, LLC, dated July 31, 2008

(filed on Form 10-Q/A with the Commission on October 20, 2008).

10 ~~(ii)~~.2*

Extension and Amendment Re Oil and Gas Leases with I.W. Carson LLC, dated February 29, 2010

(filed on Form 8-K with the Commission on April 6, 2010).

10 ~~(iii)~~.3*

Assignment, Bill of Sale and Conveyance with Elm Ridge dated March 1, 2010 (filed on Form 8-K

with the Commission on April 6, 2010).

14*

Code of Ethics, adopted as of March 1, 2004 (incorporated by reference from the form 10-QSB filed

with the Commission on November 17, 2004).

21*

Subsidiaries of the Company (incorporated by reference from the Form 10-Q filed with the

Commission on November 22, 2010).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of

the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 (attached).

Certification of the 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 (attached).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference from previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and

not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the

Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the

Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

3738

Filing Compare · PROVIDENCE RESOURCES INC