UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

AMENDMENT NO. 5 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________________

COMPASS ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA		27-0238611
(State of Incorporation)	(Primary Standard Classification Code)	(IRS Employer ID No.)

COMPASS ENERGY HOLDINGS, INC.

3170 Holmestown Road

Myrtle Beach, SC 29588

Tel.: (843) 274-5974

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

Vcorp Services, LLC

1409 Bonita Avenue

Las Vegas, NV 89104

(888) 528-2677

(Name, Address and Telephone Number of Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 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.

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

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share		Proposed Maximum Aggregate Offering Price		Amount of Registration fee

Common Stock, $0.001 par value per share		23,340,140	$	0.02	$	466,802,80	$	53.50

(1) This Registration Statement covers the resale by our selling shareholders of up to 23,340,140 shares of common stock previously issued to such selling shareholders in a private placement.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.02 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated February 27, 2012

COMPASS ENERGY HOLDINGS, INC.

23,340,140 SHARES OF COMMON STOCK

This prospectus relates to 23,340,140 shares of common stock of Compass Energy Holdings, Inc. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.02 per share until our common stock are quoted on the OTC Bulletin Board and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is: , 2012

TABLE OF CONTENTS

	PAGE
Prospectus Summary		1

Summary Financials		2

Risk Factors		3

Use of Proceeds		7

Determination of Offering Price		7

Dilution		7

Selling Shareholders		7

Plan of Distribution		12

Description of Securities to be Registered		13

Interests of Named Experts and Counsel		13

Description of Business		14

Description of Property		21

Legal Proceedings		21

Market for Common Equity And Related Stockholder Matters		21

Management Discussion and Analysis of Financial Condition and Financial Results

Plan of Operations		21

Executive Compensation		24

Security Ownership of Certain Beneficial Owners and Management		25

Index to Financial Statements		F-1

You should only rely on the information contained in this prospectus. We have not, and the selling stockholders have not, authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover, but the information may have changed since that date.

ITEM 3. SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision.

Overview

We were incorporated in the State of Nevada on August 7, 2009. We are a development stage company in the convenience store and retail gasoline industry. At present the Company has only limited operations. We have had net losses for the periods reported. Mr. Pete Iodice is our sole officer and director, as well as our controlling stockholder.

The company has developed a two-stage business plan that initially focuses on organic growth through consulting services and then raising capital to acquire distressed assets in the same industry.

We will provide consulting services to third party companies in the convenience store and retail gasoline business. We anticipate that this will be a core part of our business for the foreseeable future. We will receive fees for our services on an hourly rate or monthly fee basis and usually enter into multi-month agreements with clients which include some type of retainer payment. We intend to further develop our consulting services by the hiring additional personnel with the appropriate expertise.

We currently are managing one store with an option to purchase this store.

Initially, our management will devote 100% of its time to market and provide consulting services. It is our intention that revenues will be derived from providing consulting services to independent third parties.

The second stage of our business plan entails identifying undervalued and distressed assets and purchasing them. Typically, we will focus on smaller properties capable of supporting sales of less than $100 million. We will consider truck stops or travel centers which pump 300,000-to-400,000 gallons per month.

The next step will be to install the proper management and programs, turn around the deficiencies, install better management policies and then keep the location as a company store, having the company operate and/or lease each location out to an independent operator while the company maintains a long term fuel supply agreement. Each store location will offer gas and normal convenience store items. The stores will retain a standard outside look, but it will not be a franchise. The locations will be standardized with the same product mix.

Since the Company has a specific business purpose and has taken steps in furtherance of its business plan as set forth in the Registration Statement, the Company is not a blank check company as defined in Rule 419 of Regular C of the Securities Act.

We currently have limited operations, are not competitive in our planned business segment, and need additional funding which we currently do not have a source. If we cannot find an adequate source of additional funding our business may fail.

Where You Can Find Us

Our principal executive office is located at 3170 Holmestown Road, Myrtle Beach, South Carolina 29588. Our mailing address is Post Office Box 15021, Surfside Beach, SC 29587and our telephone number is (843) 274-5974.

Terms of Our Offering

Common stock offered by selling security holders		4,059,000 shares of common stock. This number represents approximately 11% of our current outstanding common stock (1).

Common stock outstanding before the offering		36,445,000 shares as of November 30, 2010.

Common stock outstanding after the offering		36,445,000 shares.

Terms of the Offering		The selling security holders will determine when and how they will sell the common stock offered in this prospectus.

Termination of the Offering		The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement, (ii) one year or (iii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.

Use of proceeds		We are not selling any shares of the common stock covered by this prospectus.

(1)

Based on 181,133,800 shares of common stock outstanding as of December 31, 2011.

Summary of Consolidated Financial Information

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception (August 7, 2009) through August 31, 2011 are derived from our unaudited financial statements.

	Nine months ended August 31, 2011			For the Period from Inception (August 7, 2009) through November 30, 2010 (audited)
STATEMENT OF OPERATIONS

Revenues		-0-			-0-
Total Operating Expenses		90,815		$	574,650
General and Administrative Expenses		90,815			574,650
Net Loss		(87,367	)		(636,483	)

	AS OF August 31, 2011			AS OF November 30, 2010 (audited)
BALANCE SHEET DATA

Cash		3,616			8,885
Total Assets		18,167			86,142
Total Liabilities		32,450			47,908
Stockholders’ Equity (Deficit)		(14,283	)		38,234

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to the Company and not to the selling stockholders.

Risks Related to Our Business

WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We are a development stage company, and to date, our development efforts have been focused primarily on the research, design, development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have no revenues from operations, sustained net losses of $87,367 for the nine months ended August 31, 2011, and may not experience any positive revenues for the future; there can be no assurance that we will be able to implement our business plan based on the foregoing factors.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF PETER IODICE, PRESIDENT AND DIRECTOR. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.

We are presently dependent to a great extent upon the experience, abilities and continued services of Peter Iodice, President and Director. We currently do not have an employment agreement with Mr. Iodice. The loss of the services of our officers could have a material adverse effect on our business, financial condition or results of operation.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY THE CURRENT U.S. ECONOMIC CONDITION.

The convenience store, trucking, and travel center industry are the primary customers for our planned goods and services. Freight and trucking demand in the U.S. generally reflect the amount of commercial activity in the U.S. economy. When the U.S. economy slows, demand for our planned products and services may slow. Although recently the U.S. economy has shown recent signs of stabilizing, it is unclear whether these trends will continue or be sustainable. If the U.S. economy continues to operate as it has over the past 12 to 18 months or if it worsens, our financial results may be impaired or decline, resulting in increased losses from our operations. If the U.S. economy slows for a sustained period of time we may not be able to implement our business plan because of the lack of demand for our planned services. If this occurs it is possible that our business may fail.

OUR FUTURE PROPERTIES, IF ANY MAY REQUIRE REGULAR AND EXPENSIVE MAINTENANCE AND CAPITAL INVESTMENTS.

Our future store locations, if any, are planned to be open for business 24 hours per day, 365 days per year. Because of the undetermined age, nature and intensity of our uses of these possible properties, we may be required to perform regular and expensive maintenance and capital investments to remain functional and attractive to potential customers. If our financial results decline or if we cannot access capital necessary to maintain our planned properties, our business may decline and our losses may increase.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

Risk Related To Our Capital Stock

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.02 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 325,000,000 shares of capital stock consisting of 300,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock $0.001, par value, per share. Blank Check preferred stock is stock which the Company’s board of directors has broad authority to determine voting, dividend, conversion, and other rights.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are currently quoted on the OTC Bulletin Board.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

WE WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.

We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to significantly expand our operations and acquire the operating entities as set forth in our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our business plan. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.

WE MAY FACE DAMAGE TO OUR PROFESSIONAL REPUTATION OR LEGAL LIABILITY IF OUR CLIENTS ARE NOT SATISFIED WITH OUR SERVICES.

As a development stage company in the convenience store and retail gasoline business, we will initially depend to a large extent on our relationships with our potential clients and our reputation for professional services and integrity to attract and retain clients. Our major marketing efforts are being made in associations of convenience stores. The members of these associations are likely to communicate with one another. As a result, if a client is not satisfied with our services or it may be more damaging in our business than in other businesses.

WE MAY FACE LEGAL LIABILITIES FROM CLAIMS MADE AGAINST OUR WORK.

Our consulting engagements may involve projects that are critical to the operations of our clients’ businesses. Convenience stores and retail gasoline businesses may be subject to losses such as robberies, employee theft losses, environmental liabilities. If we fail to meet our contractual obligations, we could be subject to legal liability, which could adversely affect our business, operating results and financial condition. The provisions we typically include in our contracts which are designed to limit our exposure to legal claims relating to our services may not protect us or may not be enforceable under some circumstances or under the laws of some jurisdictions. It is likely, because of the nature of our business, that we will be sued in the future. If a legal judgment is rendered against us we may be forced to limit out proposed operations or cease our operations.

OUR ANTICIPATED CONTRACTS CAN BE TERMINATED BY OUR CLIENTS WITH SHORT NOTICE.

We anticipate that most of our clients will retain us on a non-exclusive, engagement-by- engagement basis, rather than under exclusive long-term contracts. Consulting engagements may be less than 12 months in duration. We estimate that the majority of our contracts can be terminated by our clients with short notice and without significant penalty. The advance notice of termination required for contracts of shorter duration and lower revenue is typically 30 days. Longer-term, larger and more complex contracts may require a longer notice period for termination and may include an early termination charge to be paid to us. Additionally, large client projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for additional stages of a project or that a client will cancel or delay additional planned engagements. These terminations, cancellations or delays could result from factors unrelated to our work product or the progress of the project, but could be related to business or financial conditions of our clients.

WE FACE INTENSE COMPETITION.

Convenience stores sell gas, food, and other types of merchandise and so compete with a wide range of retailers, including gas stations, grocery stores, mass merchandisers, and warehouse clubs. Convenience stores that sell prepared meals also compete with restaurants. We believe that price and location are the primary competitive factors. Chain convenience stores may benefit from greater purchasing power, offering them the opportunity to compete aggressively on price. Developing customer loyalty in this environment may be difficult. Stores affiliated with oil companies may offer company-issued credit cards with loyalty programs that we may have to compete with.

OUR BUSINESS IS SEASONAL.

Sales in our business are seasonal and generally peak during warm weather months. This may cause us difficulty in servicing any debt we use to acquire stores.

WE MAY FACE ENVIRONMENTAL LIABLITIES ASSOCIATED WITH UNDERGROUND STORAGE TANKS.

Federal and state agencies regulate underground storage tanks with gas pumps. Leaks from these tanks may cause environmental damage. Liability for faulty fuel tanks can be costly.

WE MAY BE AFFECTED BY CRIME.

Our employees typically have minimal supervision and access to cash, affording the opportunity for employee theft. Employees may be injured by robberies and we suffer losses as well. We are subject to shoplifting. Further, there has been an increase in flash mob shoplifting where masses of criminals descend on a store and rob it. A recent retail survey reported that one in ten of all retailers has been victimized by flash mobs. The National Association of Convenience Stores reports that the average loss per convenience store was $750 in 2009. These losses could have an adverse material effect on our results.

WE ARE IN A HIGLY REGULATED BUSINESS.

Our sales of gasoline, alcohol and cigarettes are regulated. Taxes on these items are significant and any increase in these taxes could be detrimental to our income. Further, we may face penalties if we sell cigarettes or alcohol to minors.

REDUCTIONS IN THE CONSUMPTION OF ALCOHOL AND CIGARETTES MAY AFFECT OUR RESULTS.

Currently, there are campaigns against the drinking and smoking. Alcohol and cigarettes sales are a material portion of our sales and profits. Any reduction in smoking and drinking is likely to have an adverse effect on our revenues and income.

WE MAY BE FORCED TO INVEST IN NEW EQUIPMENT.

Federal and state regulations may force us to upgrade pumps and storage tanks. Older pumps may have to be upgraded if they cannot register gas prices over $3.99. We may have to acquire new equipment to deliver new alternative fuels. Upgrading equipment could close a store for months resulting in loss of revenues.

WE ARE IN A BUSINESS WITH LOW PROFIT MARGINS AND PRICE-BASED COMPETITION.

Gasoline sales have low profit margins and prices can be volatile. Consumers are sensitive to price differentials and we can lose business quickly if we are not competitive. If we price gasoline too high, we may lose retail sales of other items.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are "forward-looking statements." Such forward-looking statements include, but are not limited to, statements regarding our and their management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties' individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "will," "would" and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties' control) or other assumptions.

ITEM 4. USE OF PROCEEDS

The selling security holders are selling shares of common stock covered by this prospectus for their own account. The selling security holders will receive all the net proceeds from the sales of the common stock offered by them under this prospectus. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

ITEM 5. DETERMINATION OF OFFERING PRICE

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined based on the price of our common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

Although our common stock is not listed on a public exchange, we will be filing to be quoted on the OTC Bulletin Board concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

ITEM 6. DILUTION

To common stock to be sold by the selling shareholders are provided in Item 7 is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

ITEM 7. SELLING SECURITY HOLDERS

The common shares being offered for resale by the selling stockholders consist of the 23,140,140 shares of our common stock held by 114 shareholders. Such shareholders include the holders of the 23,140,140 shares sold in our private offering pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D Rule 506 completed in January 2012. The offering price was $0.02 per share. The following table sets forth the name of the selling shareholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of January 31, 2011 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Name of selling stockholder	Shares of common stock owned prior to offering		Shares of common stock to be sold		Shares of common stock owned after offering		Percent of common stock owned after offering

Acepcion, Edmund		165,000		49,500		115,500		*

Aku, Edmund I.		50,000		15,000		35,000		*

Anderson, Ronald D. and Maggie M.		775,000		232,500		542,500		*

Arts Alive Corporation		155,000		46,500		108,500		*

Austin, Jolene M. Cust FBO David A. Austin, Minor		100,000		30,000		70,000		*

Austin Jolene M. Cust Fbo Ryley P. Austin, Min	100,000	30,000	70,000	*

Austin Jolene M. Austin Cust Fbo Taylor A. Austin, Minor	100,000	30,000	70,000	*

Av, Patrick.C. Sharon D. Av, Jtwros	150,000	45,000	105,000	*

Bailey . Jennifer M.	7,500	2,250	5,250	*

Bailey. Jennifer M. Custodian Fbo Izaiah J.Macon Utma	5,000	1,500	3,500	*

Ball. Henry F.	50,000	15,000	35,000	*

Banister Nathaniel D.	50,000	15,000	35,000	*

Barnstead Harry J.	50,000	15,000	35,000	*

Barnstead. Timothy A.	25,000	7,500	17,500	*

Becktt And Robert Cm. Colleen. Becktt Jtwros	100,000	30,000	70,000	*

Birdine. Dominique Lynn	500	150	350	*

Birdine, Jaizmone	500	150	350	*

Blevins, Lynne	100,000	30,000	70,000	*

Bolt Josephine	5,000	1,500	3,500	*

Heating Bem. Cooling & Refrigeration, LLC.	800,000	240,000	560,000	*

Brown, Sr., Thomas H.	35,000	10,500	24,500	*

Bryant Ron	250,000	75,000	175,000	*

Burns Dangelo	1,250	375	875	*

Dimarucucot Beatriz	150,000	45,000	105,000	*

Burns Glen A.	15,000	4,500	10,500	*

Burns Joann	1,250	375	875	*

Burns Jr. Glen	5,000	1,500	3,500	*

Burns Kevin W	1,250	375	876	*

Rayn Khy Burns	15,000	4,500	10,500	*

Burns Nakesia A.	1,250	375	875	*

Burns Nigel	1,250	375	875	*

Calcagno Nicholas J.	20,000	6,000	14,000	*

Caponigro Diane N.	80,000	24,000	56,000	*

Carlson Casandra. Satellite Trust	250,000	75,000	175,000	*

Carlson Candy L.	200,000	60,000	140,000	*

Carlson Casandra. Satellite Trust	500,000	150,000	350,000	*

Carlson, Cavan C.	450,000	135,000	315,000	*

Carlson Cavan Satellite Trust	500,000	150,000	350,000	*

Carlson C. Charlcie C.	3,665,000	1,099,500	2,565,000	*

Carlson Craig C. and Nancy D. Carlson Jtwros (10)	9,000,000	2,700,000	6,300,000	*

Carlson Lisa R.	325,000	97,500	227,500	*

Carlson Nancy Trustee Casandra Carlson Satellite Trust	35,000	10,500	24,500	*

Chan, Brian	250,000	75,000	175,000	*

Chappell Jr. Eugene	25,000	7,500	17,500	*

Christian, Nigel	10,000	3,000	7,000	*

Cianciulli, Anna Maria	110,000	33,000	77,000	*

Clasen Leroy C.	25,000	7,500	17,500	*

Clune Wayne F.	40,000	12,000	28,000	*

Candy L Carlson	200,000	60,000	140,000	*

Collins, Judy	45,000	13,500	31,500	*

Collins, Mark	75,000	22,500	52,500	*

Copper, Amanda	25,000	7,500	17,500	*

Cooper, Bryght	20,000	6,000	14,000	*

Cooper Jennifer	275,000	82,500	19,500	*

Cooper William	25,000	7,500	17,500	*

Cornette Patricia R.	780000	244000	546000	*

Cornette Patricia R. and Alex Scott Cornette (11)	25,000	7,500	17,500	*

Cornette Scott S.	105,000	31,500	73,500	*

Cortopassi Family Living Trust	50,000	15,000	35,000	*

Crawford, Damian	40,000	12,000	28,000	*

Dale, Roger Cribb II	100,000	30,000	70,000	*

Crimmins, Shamus	25,000	7,500	17,500	*

Cromer, Franklin B.	25,000	7,500	17,500	*

Cundiff, Sylvia	5,000	1,500	3,500	*

Cundiff, Vicky	5,000	1,500	3,500	*

Curameng Marku	50,000	15,000	35,000	*

Daengbunga Pitipong	100,000	30,000	70,000	*

Daleda John and Nira Daleda Jtwros	1,125,000	337,500	787,500	*

Daniels Loreen	10,000	3,000	7,000	*

Davila Michael	10,000	3,000	7,000	*

Davis. Jr Chasmon	1,250	375	875	*

Dell'oca, Conrad J. & Nellie, Trustees	1,600,000	480,000	1,120,000	*

Deming Daniel E.	100,000	30,000	70,000	*

Denton Jason W.	75,000	22,500	52,500	*

Dhanoa Guarjit	177,000	53,100	123,900	*

Dhanoa, Baljit	1,575,000	472,500	1,102,500	*

Dhanoa Jagbir	10,000	3,000	7,000	*

Dimarucot Beatriz	150,000	45,000	105,000	*

Dreffin, Peter Trustee Adam Dreffin Satellite Trust	250,000	75,000	175,000	*

Dreffin Peter G.	500,000	150,000	350,000	*

Duke, Melody R.	55,000	16,500	38,500	*

Eggen, Sr. Geoffrey J.	50,000	15,000	35,000	*

Elliott, Peter	150,000	45,000	105,000	*

Elmore, Lanny James	25,000	7,500	17,500	*

Elmore, Jeanine Faulk	100,000	30,000	70,000	*

Everett, Kim C.	250,000	75,000	175,000	*

Evins, Renee	2,500	750	1,750	*

Faller, James	195,000	58,500	136,500	*

Ferringer, Elaine	5,000	1,500	3,500	*

Ferris Ian Carlson	260,000	78,000	182,000	*

Feuehrer, Thomas P. and Catherine S.	100,000	30,000	70,000	*

Fletcher, Rene A.	25,000	7,500	17,500	*

Flores, Steve A.	150,000	45,000	105,000	*

Foreman, Antoine	1,250	375	875	*

Frank, Janine F.	25,000	7,500	17,500	*

Fritsch, Andrew F.	12,500	3,750	8,750	*

Frydenberg, Richard L. and Deloris Frydenberg Jtwros	100,000	30,000	70,000	*

Fulcher, David M. and Brittany C. Fulcher	10,000	3,000	7,000	*

Fulcher, David M. Sr.	50,000	15,000	35,000	*

Fulcher, David M. and Kristin A. Fulcher (12)	5,000	1,500	3,500	*

Gacuya, Melioner A.	10,000	3,000	7,000	*

Goel, Sandeep	5,250	1,575	3,675	*

Goel, Savita	5,750	1,725	4,025	*

Gohs, Geoffrey AND Robinson Christopher L. Jtwros	20,000	6,000	14,000	*

Gonzalez, Lori	10,000	3,000	7,000	*

Gore Leslie M.	10,000	3,000	7,000	*

Gore-Mullen Yolanda M.	10,000	3,000	7,000	*

Grant Gregson D.	125,000	37,500	87,500	*

Greene Alissa L.	10,000	3,000	7,000	*

Greene Dwaine S. And Jo-Ann L. Greene JTWROS	75,000	22,500	52,500	*

Greene, Vaughn C. and Priscilla W. Jtwros	200,000	60,000	140,000	*

Gross R.W. , JR	50,000	15,000	35,000	*

Gulley Kenneth Ray , JR	500	150	350	*

Gunter, Tracy H.	25,000	7,500	17,500	*

Halbert, Andrew	10,000	3,000	7,000	*

Hall, Bobby R.	25,000	7,500	17,500	*

Hampson, John A.	25,000	7,500	17,500	*

Hanagan, Thomas J.	200,000	60,000	140,000	*

Harris, Mark A.	55,000	16,500	38,500	*

Hatchell, Henry L. and Markeeta, Jr	175,000	52,500	122,500	*

Hatchell, Henry L., III	15,000	4,500	10,500	*

Hatchell, Matthew	50,000	15,000	35,000	*

Hayes, Glen and Hayes Lena F. Jtten	10,000	3,000	7,000	*

Hayes, Jennifer M.	5,000	1,500	3,500	*

Hayes, Kacy	15,000	4,500	10,500	*

Heffernan, George	2,070,000	621,000	1,449,000	1.18

Heffernan, Kathy	50,000	15,000	35,000	*

Heffernan, Kathy L. Revocable Trust (20)	4,060,000	1,218,000	2,824,000	2.32

Herrernan, Kevin	105,000	31,500	73,500	*

Heffernan, Wm. J. III	50,000	15,000	35,000	*

Heldriegel, Tonya Celeste	15,000	4,500	10,500	*

Helmholdt, Aaron B.	17,500	5,250	12,250	*

Herman, Delores (13)	5,000	1,500	3,500	*

Herman, Paul	5,000	1,500	3,500	*

HM Investment Partners, LLC	1,000,000	3,000,000	700,000	*

Howell, Dodd	10,000	3,000	7,000	*

Huffman, Joel F. and Terri B.	30,000	9,000	21,000	*

Huffman Joel F. and Terri B., Jtwros	200,000	60,000	140,000	*

Hyman, Bill	25,000	7,500	17,500	*

Jamerson, Scott A.	50,000	15,000	35,000	*

Jastron, Tom	25,000	7,500	17,500	*

Jean-Pierre Ricardo	25,000	7,500	17,500	*

Jefferson Byron M.	100,000	30,000	70,000	*

Jefferson Mattie M	40,000	12,000	28,000	*

Jefferson Shandraea	5,000	1,500	3,500	*

Jenkins Thomas R.	310,000	93,000	217,000	*

Jochum James K.	560,000	168,000	392,000	*

Jochum, Moireen A.	2,600,000	780,000	1,820,000	1.49

Johnson, Latoya Elaine	500	150	350	*

Johnson, Paulisa Lynn J	500	150	350	*

Jones, Barbara Ann	5,000	1,500	3,500	*

Jones Robert C.	25,000	7,500	17,500	*

Keck, Katherine Mary	5,000	1,500	3,500	*

Kemp, John	100,000	30,000	70,000	*

Kiang Wayne	75,000	22,500	52,500	*

Kilpatrick Ryan	195,000	58,500	136,500	*

King Derrick L.	45,000	13,500	31,500	*

Kiru Richard	5,250	1,575	3,675	*

Knezic Josiah	50,000	15,000	35,000	*

Kolb Greg	100,000	30,000	70,000	*

Kolb Gregory	50,000	15,000	35,000	*

Korte James A.	150,000	45,000	105,000	*

Korte James A. and Korte Colleen M. JTTEN	100,000	30,000	70,000	*

Kuehne Gary and Joan Kuehne JTWROS	50,000	15,000	35,000	*

Kuehne George A.	40,000	12,000	28,000	*

Le Michael	50,000	15,000	35,000	*

Philip Le and Joyce Le JTWROS	250,000	75,000	175,000	*

Lee Michael J.	37,250	11,175	26,075	*

Lojek Nikolai V.	10,000	3,000	7,000	*

Lynch Samual C.	50,000	15,000	35,000	*

Manz, Richard Carl	50,000	15,000	35,000	*

Massey Jessica L. and John W. Powers, JR JTWROS	50,000	15,000	35,000	*

Matthews Jeffrey A. and Matthews Vicki M.	450,000	135,000	315,000	*

Matthews Jeffrey A.	50,000	15,000	35,000	*

Matthews Jeffrey A. and Matthews Vicki M. (3)	50,000	15,000	35,000	*

Matthews, Vicki M.	5,000	1,500	3,500	*

McCray Sr., Tyrone W.	25,000	7,500	17,500	*

McCumbers, Michelle	20,000	6,000	14,000	*

McCumbers, Orchid	20,000	6,000	14,000	*

McElroy Randy L.	500,000	150,000	350,000	*

McGhee, Gary W.	25,000	7,500	17,500	*

McLenam, Timothy Leo	75,000	22,500	52,500	*

McLeod David	75,000	22,500	52,500	*

McNair, Linda F.	37,500	11,250	26,250	*

McNair, Sherry A.	5,000	1,500	3,500	*

Merriam James K.	500,000	150,000	350,000	*

Mevlen Michael V.	450000	135000	315000	*

Miles Natalie Smith	25,000	7,500	17,500	*

Mobley Steve and Mobley Panomporn JTWROS	100,000	30,000	70,000	*

Montemayer Vicki A.	100,000	30,000	70,000	*

Morgan, Heather	35,000	10,500	24,500	*

Morris, Deborah R. (14)	15,000	4,500	10,500	*

Morris, Philip R. (14)	5,000	1,500	3,500	*

Mott, Tammy A.	5,000	1,500	3,500	*

Mudd Kenneth Dale	5,000	1,500	3,500	*

Myrtle Beach Reservation Services, Inc. (4)	5,000	1,500	3,500	*

Nash Robert J.	6,761,300	2,028,390	5,332,910	3.86

New Tyler S.	15,000	4,500	10,500	*

Newbury, Justin Charles	5,000	1,500	3,500	*

Noark Elizabeth	50,000	15,000	35,000	*

Oates, Esther L.	200,000	60,000	140,000	*

Oates, Jerry L.	20,000	6,000	14,000	*

Obrien, Gabrielle J.	5,000	1,500	3,500	*

Oil & Wine Ministries, Inc. (5)	500,000	150,000	350,000	*

Old Man Sea Services, LLC (6)	5,000	1,500	3,500	*

Oleson Christopher A.	25,000	7,500	17,500	*

Olivieri, Gerardo	25,000	7,500	17,500	*

One Second Co	250,000	75,000	175,000	*

Owens Eunice	5,000	1,500	3,500	*

Owens James R.	25,000	7,500	17,500	*

Pallone Bryan J. and Pallone Casandra E.	150,000	45,000	105,000	*

Pallone Michael P. and Pallone Janet Lee JTWROS	1,375,000	402,500	962,500	*

Parks Rodney	4,500	1,350	3,150	*

Patriarca William L.	25,000	7,500	17,500	*

Pearce Alex	5,000	1,500	3,500	*

Pearce Michael	6,750	2,025	4,725	*

Penny, James and Emma	10,000	3,000	7,000	*

Penny Mitch C.	5,000	1,500	3,500	*

Perfetto Ron	50,000	15,000	35,000	*

Persha Courtney A.	5,000	1,500	3,500	*

Persha Eric C.	10,000	3,000	7,000	*

Persha Kathleen	25,000	7,500	17,500	*

Persha Shannon E.	5,000	1,500	3,500	*

Peterson Neal	50,000	15,000	35,000	*

Player David	50,000	15,000	35,000	*

Policastro, Merry Beth and Frank and related entity, Oil & Wine Ministries,, Inc. (5)	500,000	150,000	350,000	*

Poole, Virgil	12,500	3,750	8,750	*

Powell Mimi C. (15)	10,000	3,000	7,000	*

Powell Robert G. (15)	10,000	3,000	7,000	*

Powers John W. and Powers Patricia A. JTWROS	100,000	30,000	70,000	*

Price Annie Ruth and Clara Ann Williams	25,000	7,500	17,500	*

Price, Danny Joe	170,000	51,000	119,000	*

Professional Painting And Home Improvements, Inc. (7)	5,000	1,500	3,500	*

Rackham Stuart John	55,000	16,500	38,500	*

Reed Jeff G. and Reed Jamie Jtten	100,000	30,000	70,000	*

Reich Peter S.	50,000	15,000	35,000	*

Reich Peter S.	50,000	15,000	35,000	*

Reich Peter S.	50,000	15,000	35,000	*

Reier Matthew W. and Reier Martha K. JTWROS	75,000	22,500	52,500	*

Reier, Robert A. and related entity BRM Heating and Cooling LLC (2)	3,947,500	1,184,250	2,763,250	*

Resseguie Steven	25,000	7,500	17,500	*

Rios John R.	5,000,000	1,500,000	3,500,000	2.86

Robinson Timothy E.	4,000	1,200	2,800	*

Rodriguez Gabriel	10,000	3,000	7,000	*

Rodriguez Michael A.	10,000	3,000	7,000	*

Rodriguez Roel	10,000	3,000	7,000	*

Rogers David W. (16)	200,000	60,000	140,000	*

Rogers Megan A.	20,000	6,000	14,000	*

Rogers, William E.	15,000	4,500	10,500	*

Rushton Steve	15,000	4,500	10,500	*

Saucier Greg	21,000	6,300	14,700	*

Sauls Kim	500	150	350	*

Scardino Elizabeth M.	100,000	30,000	70,000	*

Scardino Lauren M. Cust. FBO Nicholas W. Scardino UGMA IL	100,000	30,000	70,000	*

Scouten Patricia A.	50,000	15,000	35,000	*

Setzer Brian A.	150,000	45,000	105,000	*

Shamrock Mary E.	100,000	30,000	70,000	*

Shiver, Tayler E.	5,000	1,500	3,500	*

Short, Eric and Stacey	100,000	30,000	70,000	*

Short, Lawrence W. and Lilly	100,000	30,000	70,000	*

Singleton Jim	100,000	30,000	70,000	*

Singley Larry	15,000	4,500	10,500	*

Sitch Richard L.	256,250

COMPASS ENERGY HOLDINGS INC S-1/A