UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: For the quarterly period ended June 30, 2011

For the quarterly period ended June 30, 2011

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: For the transition period from _______ to _________

For the transition period from _______ to _________

Commission file number: 000-10965

ASHERXINO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	93-0962072
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5847 San Felipe Street, 17^th Floor

Houston, TX 77002

(Address of principal executive offices, including zip code)

713-413-3345

(registrant's principal executive office telephone number)

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 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. (Check one):

Large accelerated filer o  Accelerated filer ~~o Non-accelerated filer o Smaller reporting company þ (Do not check if a smaller reporting company)~~ 

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b~~Non-2accelerated offiler  Smaller reporting ~~the Exchange Act) Yes o No~~ company þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES  NOþ

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 15, 2011, 161,582,542 shares of common stock, $0.01 par value, were outstanding.

EXPLANATORY NOTE

~~This~~The ~~filing~~accompanying isfinancial ~~being~~statements ~~made~~and other toinformation ~~correct~~included ~~the~~in ~~previous~~this ~~filing made on September 14, 2011 under~~ Form 10-Q/A ~~that~~has ~~was~~not ~~filed in error. No other changes have~~ been ~~made~~reviewed toby ~~the~~our ~~document~~Independent ~~except~~Registered toPublic ~~correct~~Accounting ~~the form type to 10-Q.~~Firm

Table of Contents

		PAGE
Part I. Financial Information
Part I. Financial Information
Item 1. Financial Statements
Item 1.	Financial Statements
Consolidated Balance Sheets at June 30, 2011 and December 31, 2010 (unaudited)	F-1
	Consolidated Balance Sheets at June 30, 2011 and December 31, 2010 (unaudited)		F-1
Consolidated Statements of Expenses for the Three and Six Months Ended June 30, 2011 and 2010 and the Cumulative Period from January 1, 2009 through June 30, 2011 (unaudited)	F-2
	Consolidated Statements of Expenses for the Three and Six Months Ended June 30, 2011 and 2010 and the Cumulative Period from January 1, 2009 through June 30, 2011 (unaudited)		F-2
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 and the Cumulative Period from January 1, 2009 through June 30, 2011 (unaudited)	F-3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 and the Cumulative Period from January 1, 2009 through June 30, 2011 (unaudited)		F-3
Notes to Consolidated Financial Statements (unaudited)	F-4
	Notes to Consolidated Financial Statements (unaudited)		F-4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 4T. Controls and Procedures	8
Item 4T.	Controls and Procedures		6
Part II. Other Information
Part II. Other Information
Item 1. Legal Proceedings	9
Item 1.	Legal Proceedings		7
Item 1A. Risk Factors	9
Item 1A.	Risk Factors		7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 6. Exhibits	9
Item 6.	Exhibits		7
Signatures	10
	Signatures		8

2Part I Financial Information

~~PART~~Item ~~I FINANCIAL~~1. ~~INFORMATION~~Financial Statements

~~ITEM~~ASHERXINO ~~1. FINANCIAL STATEMENTS~~CORPORATION

~~ASHERXINO~~(An ~~CORPORATION~~Exploration Stage Company)

~~(AN~~CONSOLIDATED ~~EXPLORATION~~BALANCE ~~STAGE COMPANY)~~SHEETS

~~CONSOLIDATED BALANCE SHEETS~~(Unaudited)

		June 30,			December 31,
						September 30,		December 31,
		~~2011~~			~~2010~~	2011		2010
ASSETS
CURRENT ASSET
Cash		$	7		$	~~37,289~~$ 7		$ 37,289
~~Total current assets~~	Total current assets		7			~~37,289~~7		37,289
OIL and GAS PROPERTIES (full cost method)
Unevaluated			~~53,750~~			53,750		53,750
TOTAL ASSETS		$	~~53,757~~		$	91$ 53,~~039~~757		$ 91,039
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities			~~267,321~~			~~251~~67,~~507~~321		251,507
Related party payable			~~71,795~~			711,~~924~~795		71,924
Advances payable			~~2,500~~			-2,500		-
Note payable - net of discount			~~35,000~~			2835,~~758~~000		28,758
~~Total current liabilities~~	Total current liabilities		~~376,616~~			~~352~~376,~~189~~616		352,189
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized,
161,582, 542 and 160,082,542 shares issued and outstanding, respectively			~~1,602,700~~			1,~~600~~602,~~825~~700		1,600,825
Additional paid-in capital			~~10,148,196~~			10,~~131~~148,~~321~~196		10,131,321
Deficit accumulated during exploration stage			~~(9,420,587~~	)		(9,420,587)	)	(9,420,587)
Deficit accumulated after entering the development stage			~~(2,653,168~~	)		(2,~~572~~674,~~709~~079)	)	(2,572,709)
~~Total stockholders' deficit~~	Total stockholders' deficit		~~(322,859~~	)		(~~261~~343,~~150~~770)	)	(261,150)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)		$	~~53,757~~		$	91$ 32,~~039~~846		$ 91,039

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

~~F-1~~ASHERXINO CORPORATION

~~ASHERXINO~~(An ~~CORPORATION~~Exploration Stage Company)

~~(An~~CONSOLIDATED ~~Exploration~~STATEMENTS ~~Stage~~OF ~~Company)~~EXPENSES

~~CONSOLIDATED STATEMENTS OF EXPENSES~~(Unaudited)

(Unaudited)

					Cumulative Period
					from
					January 1, 2009
	Six Months	Six Months	Nine Months	Nine Months	(Inception)
	Ended	Ended	Ended	Ended	Through
	September 30, 2011	September 30, 2010	September 30, 2011	September 30, 2010	September 30, 2011

OPERATING EXPENSES
Professional fees	17,850	31,139	35,081	31,139	242,353
Consulting	-	13,500	23,750	13,500	2,008,962
Travel	2,592	8,099	10,698	8,099	111,729
General and administrative	2,226	52,738	22,622	52,738	257,423
TOTAL OPERATING EXPENSES	22,668	105,476	92,151	105,476	2,620,467

NET LOSS BEFORE OTHER EXPENSE	(22,668)	(56,481)	(92,151)	(56,481)	(2,620,467)
OTHER INCOME (EXPENSE)
Net realized loss from sale of trading securities	-	-	-	-	(1,958)
Loss on derivative warrant liability	-	-	-	-	(20,250)
Interest expense	(4,396)	(3,743)	(9,219)	(3,743)	(31,404)
Total other expense	(4,396)	(3,743)	(9,219)	(3,743)	(53,612)

NET LOSS	$ (15,003)	$ (56,481)	$ (101,370)	$ (56,481)	$ (2,674,079)


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	160,082,542	122,618,005	160,082,542	122,618,005

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

													Cumulative Period
													from
													January 1, 2009
	Three Months			Three Months			Six Months			Six Months			(Inception)
	Ended			Ended			Ended			Ended			Through
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010			June 30, 2011
OPERATING EXPENSES
Professional fees		4,198			9,923			17,231			9,923			224,503
Consulting		-			161,500			23,750			161,500			2,008,962
Travel		4,183			779			7,637			9,877			108,668
General and administrative		2,226			28,896			22,622			41,518			257,423
TOTAL OPERATING EXPENSES		10,607			201,098			71,240			222,818			2,599,556
NET LOSS BEFORE OTHER EXPENSE		(10,607	)		(201,098	)		(71,240	)		(222,818	)		(2,599,556	)
OTHER INCOME (EXPENSE)
Net realized loss from sale of trading securities		-			-			-			-			(1,958	)
Loss on derivative warrant liability		-			-			-			-			(20,250	)
Interest expense		(4,396	)		(5,579	)		(9,219	)		(11,099	)		(31,404	)
Total other expense		(4,396	)		(5,579	)		(9,219	)		(11,099	)		(53,612	)
NET LOSS	$	(15,003	)	$	(206,677	)	$	(80,459	)	$	(233,917	)	$	(2,653,168	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		160,082,542			121,754,440			160,082,542			121,359,696
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The accompanying note are an integral part of these financial statements.

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

~~F-2~~(An Exploration Stage Company)

~~ASHERXINO~~CONSOLIDATED ~~CORPORATION~~STATEMENTS OF CASH FLOWS

(~~AN EXPLORATION STAGE COMPANY~~Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOW

			January 1, 2009
			(Inception)
			Through
	September 30, 2011	September 30, 2010	September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (101,370)	$ (56,481)	$ (2,674,079)

Adjustments to reconcile net (loss)
to net cash used in operating activities:
Depreciation and amortization	-	-	2,306
Amortization of stock based compensation issued to consultant	18,750	171,500	2,027,693
Note issued for services	-	-	5,000
Amortization of debt discount	6,242	560.00	12,000
Loss on derivative warrant liability	-	-	20,250
Realized loss on trading securities	-	-	1,958

Change in assets and liabilities
Increase in accounts payable and accrued expenses	15,814	6,316	267,321
Net cash (used in) operating activities	(60,564)	121,895	(337,551)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties	-	-	15,436
Net cash provided by financing activities	-	-	15,436

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock	-	12,000	182,500
Proceeds from advances payable	2,500	-	2,500
Proceeds from note payable	-	18,000	30,000
Proceeds from indebtedness to related party	-	23,983	142,801
Payments on indebtedess to related party	(129)	(7,750)	(60,342)
Net cash provided by financing activities	2,371	46,233	297,459

NET INCREASE IN CASH AND CASH EQUIVALENTS	(58,193)	168,128	(24,656)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	37,289	16,285	3,752

CASH AND CASH EQUIVALENTS - END OF PERIOD	$ (20,904)	$ 184,413	$ (20,904)

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$ -	$ -	$ 37
Taxes	$ -	$ -	$ -
NON CASH INVESTING AND FINANCING TRANSCATIONS
Common stock issued for oil and gas asset	$ -	$ -	$ 47,750
Forgiveness of debt by related party	$ -	$ -	$ 9,087
Discount on convertible note	$ -	$ -	$ 12,000

							January 1, 2009
							(Inception)
							Through
	June 30, 2011			June 30, 2010			June 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(80,459	)	$	(233,917	)	$	(2,653,168	)
Adjustments to reconcile net (loss)
to net cash used in operating activities:
Depreciation and amortization		-			-			2,306
Amortization of stock based compensation issued to consultant		18,750			171,500			2,027,693
Note issued for services		-			-			5,000
Amortization of debt discount		6,242			560.00			12,000
Loss on derivative warrant liability		-			-			20,250
Realized loss on trading securities		-			-			1,958
Change in assets and liabilities
Increase in accounts payable and accrued expenses		15,814			6,316			267,321
Net cash (used in) operating activities		(39,653	)		(55,541	)		(316,640	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties		-			-			15,436
Net cash provided by financing activities		-			-			15,436
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		-			12,000			182,500
Proceeds from advances payable		2,500			-			2,500
Proceeds from note payable		-			18,000			30,000
Proceeds from indebtedness to related party		-			23,983			142,801
Payments on indebtedess to related party		(129	)		(7,750	)		(60,342	)
Net cash provided by financing activities		2,371			46,233			297,459
NET INCREASE IN CASH AND CASH EQUIVALENTS		(37,282	)		(9,308	)		(3,745	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		37,289			16,285			3,752
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	7		$	6,977		$	7
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-		$	37
Taxes	$	-		$	-		$	-
NON CASH INVESTING AND FINANCING TRANSCATIONS
Common stock issued for oil and gas asset	$	-		$	-		$	47,750
Forgiveness of debt by related party	$	-		$	-		$	9,087
Discount on convertible note	$	-		$	-		$	12,000

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

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

~~F-3~~(An Exploration Stage Company)

~~ASHERXINO~~NOTES ~~CORPORATION~~TO CONSOLIDATED FINANCIAL STATEMENTS

(~~An Exploration Stage Company~~Unaudited)

~~NOTES~~Note TO1 ~~CONSOLIDATED~~– ~~FINANCIAL~~Description ~~STATEMENTS~~of Business and Summary of Significant Accounting Policies

~~(Unaudited)~~Description of business

~~Note~~Current 1business –operations AsherXino ~~Description~~Corporation of("AsherXino") ~~Business~~is an exploration stage oil and ~~Summary~~gas company that holds an option to farm into a 40% leasehold interest in and operatorship of ~~Significant~~an ~~Accounting~~offshore ~~Policies~~oil exploration and development block in Nigeria, Oil Prospecting License (OPL) 2012 ("OPL 2012").

~~Description~~Basis of ~~business~~Presentation

~~Current~~The ~~business~~unaudited consolidated financial statements of AsherXino Corporation have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report filed with the SEC on Form 10-K on May 23, 2011. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended December 31, 2010, as reported on Form 10-K, have been omitted.

~~AsherXino~~Recent ~~Corporation~~Accounting ("AsherXino") is an exploration stage oil and gas company that holds an option to farm into a 40% leasehold interest in and operatorship of an offshore oil exploration and development block in Nigeria, Oil Prospecting License (OPL) 2012 ("OPL 2012").Pronouncements

~~Basis~~Management does not expect the adoption of ~~Presentation~~recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow

~~The~~Note ~~unaudited~~2 ~~consolidated~~– ~~financial~~Going statements of AsherXino Corporation have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report filed with the SEC on Form 10-K on May 23, 2011. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended December 31, 2010, as reported on Form 10-K, have been omitted.Concern

~~Recent~~As ~~Accounting~~reflected ~~Pronouncements~~in the accompanying financial statements, we had a working capital deficit of $376,609 and an accumulated deficit of $12,073,755 at June 30, 2011, which raise substantial doubt about our ability to continue as a going concern. Management plans to raise funds through the issuance of debt or the sale of common stock.

~~Management~~Our ~~does~~ability ~~not~~to ~~expect~~continue ~~the~~as ~~adoption~~a ofgoing ~~recently~~concern ~~issued~~is ~~accounting~~dependent ~~pronouncements~~on our ability to ~~have~~raise acapital ~~significant~~through ~~impact~~the onissuance ~~our~~of ~~results~~debt or the sale of ~~operations~~common stock. If we do not raise capital sufficient to fund our business plan, AsherXino may not survive. The financial ~~position~~statements ordo ~~cash~~not ~~flow~~include any adjustments that might be necessary if we were unable to continue as a going concern.

Note 23 – ~~Going~~Related ~~Concern~~Party Transactions

AsFrom ~~reflected~~time into ~~the~~time, ~~accompanying~~our ~~financial~~officers ~~statements,~~and wedirectors ~~had~~advance afunds to us for working capital ~~deficit~~and ofreceive ~~$376,609~~repayments ~~and~~of ansuch ~~accumulated~~funds. ~~deficit~~As of ~~$12,073,755 at~~ June 30, 2011, ~~which~~and ~~raise~~December ~~substantial~~31, ~~doubt~~2010, ~~about~~respectively, ~~our~~the ~~ability~~total amount due to ~~continue~~related asparties awas ~~going~~$71,795 ~~concern~~and $71,924. ~~Management~~These ~~plans~~amounts toamounts ~~raise~~are ~~funds~~unsecured, ~~through~~bear ~~the~~no ~~issuance~~interest ofand ~~debt~~are ordue ~~the~~on ~~sale of common stock~~demand.

~~Our~~Note ~~ability~~4 to– continue as a going concern is dependent on our ability to raise capital through the issuance of debt or the sale of common stock. If we do not raise capital sufficient to fund our business plan, AsherXino may not survive. The financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern. Equity

~~Note~~On 3January –14, ~~Related~~2011, ~~Party~~1,500,000 ~~Transactions~~shares of common stock were granted to a consultant. The shares vest two years from the grant date, January 14, 2011. These shares were granted to a non-employee and management determined that the measurement date is the date the services are completed, which is at the end of the two year vesting period. Consequently, the fair value of these shares is remeasured as of the end of each reporting period. At June 30, 2011, the fair value of the shares was $75,000, which is based on the quoted market price of $0.05 per share. During the six months ending June 30, 2011, we recognized $18,750 in stock based compensation expense. As of June 30, 2011, the unvested portion of the award was $56,250.

~~From~~CAUTIONARY ~~time~~STATEMENT toON time, our officers and directors advance funds to us for working capital and receive repayments of such funds. As of June 30, 2011 and December 31, 2010, respectively, the total amount due to related parties was $71,795 and $71,924. These amounts amounts are unsecured, bear no interest and are due on demand.FORWARD-LOOKING INFORMATION

~~Note~~The 4Company –is ~~Equity~~including the following cautionary statement to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. This quarterly report on Form 10-Q contains “forward looking statements” (as that term is defined in Section 27A(i)(1) of the Securities Act of 1933), including statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Such forward looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements. Some of the factors that could cause actual results to differ materially from those expressed in such forward looking statements are set forth in the section entitled “Risk Factors” and elsewhere throughout this Form 10-Q. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, but there can be no assurance that our expectations, beliefs or projections will result or be achieved or accomplished. We have no obligation to update or revise forward looking statements to reflect the occurrence of future events or circumstances.

OnItem ~~January~~2 ~~14,~~Management's ~~2011,~~Discussion ~~1,500,000~~and ~~shares~~ Analysis of ~~common~~Financial ~~stock~~Condition ~~were granted to a consultant. The shares vest two years from the grant date, January 14, 2011. These shares were granted to a non-employee~~ and ~~management~~Results ~~determined that the measurement date is the date the services are completed, which is at the end~~ of the two year vesting period. Consequently, the fair value of these shares is remeasured as of the end of each reporting period. At June 30, 2011, the fair value of the shares was $75,000, which is based on the quoted market price of $0.05 per share. During the six months ending June 30, 2011, we recognized $18,750 in stock based compensation expense. As of June 30, 2011, the unvested portion of the award was $56,250.Operations

~~F-4~~Since we had no business operations from 2003 until our recent acquisition of the Asher Assets, and therefore no income from operations, this discussion involves only the plan of operation.

~~CAUTIONARY~~In ~~STATEMENT~~June ON2009, ~~FORWARD~~our Board of Directors decided to enter into the business of owning and operating oil and gas assets by acquiring certain oil related assets. Our immediate objective is to create value from the production and exploration opportunities in our significant working interest in OPL 2012 by embarking on a work program that will include drilling operations and the hiring of about fifty to one hundred full-~~LOOKING~~time ~~INFORMATION~~employees. We intend to finance its operations through a combination of debt and equity financing. In addition, management may decide to farm-out or sell some of our interest in OPL 2012 to finance the development of the block. We also intend to acquire additional leaseholds in and operatorships of offshore blocks in Nigeria and Ghana. In the long term, we aim to acquire and exploit the prolific oil and gas deposits across the Gulf of Guinea and worldwide.

~~The~~We ~~Company~~currently ishave ~~including~~few ~~the~~capital ~~following~~resources ~~cautionary statement to make applicable~~ and ~~take~~we ~~advantage~~are ofunlikely ~~the~~to ~~safe~~generate significant ~~harbor~~revenues ~~provision of the Private Securities Litigation Reform Act of 1995~~ for ~~any~~some ~~forward-looking statements made by, or on behalf of, the Company~~time. This ~~quarterly~~raises ~~report~~substantial ondoubt ~~Form~~about ~~10-Q~~our ~~contains~~ability ~~“forward~~to ~~looking~~continue ~~statements” (~~as ~~that~~a ~~term~~going is defined in Section 27A(i)(1) of the Securities Act of 1933), including statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical factsconcern. ~~Such forward looking statements involve risks and uncertainties which could~~See ~~cause~~Note ~~actual~~2 ~~results or outcomes~~ to ~~differ~~our ~~materially~~Financial ~~from~~Statements ~~those expressed~~ in ~~the~~Item ~~forward looking statements~~1. ~~Some~~Without realization of ~~the~~additional ~~factors~~capital, ~~that~~it ~~could~~would ~~cause~~be ~~actual~~unlikely ~~results~~that towe could ~~differ~~continue ~~materially~~as ~~from~~a ~~those~~going ~~expressed~~concern. However, inmanagement ~~such~~has ~~forward~~been ~~looking statements are set forth~~ in ~~the~~discussions ~~section~~with ~~entitled~~several ~~“Risk~~financial ~~Factors”~~institutions ~~and elsewhere throughout this Form 10-Q~~(i. ~~Our expectations~~e. banks, ~~beliefs~~private ~~and~~equity ~~projections~~funds, ~~are~~sovereign ~~expressed~~funds, inenergy ~~good~~companies ~~faith~~ and ~~are~~other ~~believed~~corporate byentities) us to ~~have~~procure afunding ~~reasonable~~for ~~basis,~~the ~~but~~development of ~~there~~OPL ~~can~~2012 bethrough nothe ~~assurance~~issuance ~~that~~of ~~our~~debt ~~expectations, beliefs~~ and/or ~~projections~~equity. Based ~~will~~on ~~result~~these ordiscussions bemanagement ~~achieved~~anticipates orobtaining sufficient ~~accomplished. We~~funding ~~have no obligation~~ to ~~update~~perform orour ~~revise~~obligations ~~forward~~related ~~looking~~to ~~statements~~OPL to2012 ~~reflect~~over the ~~occurrence~~next ~~of future events or circumstances~~year.

~~ITEM~~Management 2.is ~~MANAGEMENT'~~in the process of concluding financing arrangements with financial institutions in Nigeria and a few multi-national oil and gas companies in the U.S ~~DISCUSSION~~and ~~AND~~the ~~ANALYSIS~~Middle OFEast ~~FINANCIAL~~who ~~CONDITION~~are ~~AND~~finalizing their ~~RESULTS~~due OFdiligence ~~OPERATIONS~~and economic modeling for the project. Management anticipates raising sufficient funds to pay the $12,500,000 signature bonus to the Nigerian government and the $10,000,000 farm-in fee to our local partner, Sigmund Oilfield Limited (“Sigmund”), in the near future.

~~Since~~As discussed in our Form 10-K filed on May, 23 2011, if we ~~had~~are nounable to ~~business~~fund ~~operations~~the ~~from~~development ~~2003~~costs ~~until~~related to OPL 2012, Sigmund could terminate its agreements with us and potentially terminate our interest ~~recent~~in ~~acquisition~~OPL 2012 in the event of our failure to fund any of the ~~Asher~~development ~~Assets~~costs related to OPL 2012. However, the OPL 2012 agreements were drafted in such a manner that we do not suffer immediate repercussions or sanctions in the event we are unable to fund any of the development costs. The agreements contemplate discussion and ~~therefore~~negotiation noamong ~~income~~the ~~from~~parties in ~~operations~~the event of our inability to perform. For example, ~~this~~the ~~discussion~~signature ~~involves~~bonus ~~only~~and farm-in fee were deemed payable on May 15, 2009, but we have regularly updated Sigmund Oilfield Limited on the ~~plan~~status of ~~operation~~the payments and Sigmund Oilfield limited has continued to grant informal extensions of time for us to make such payments.

InUpon ~~June~~the ~~2009,~~payment ~~our Board~~ of ~~Directors~~the ~~decided~~signature tobonus, ~~enter into~~ the ~~business~~development of owning and operating oil and gas assets by acquiring certain oil related assets. Our immediate objective is to create value from the production and exploration opportunities in our significant working interest in OPL 2012 ~~by embarking on a work program that~~ will ~~include~~take ~~drilling~~place ~~operations~~in ~~and~~two ~~the~~phases ~~hiring~~over ~~of about fifty to one hundred full-time employees. We intend to finance its operations through~~ a ~~combination~~three ofyear ~~debt and equity financing. In addition~~period, ~~management~~as ~~may~~discussed ~~decide~~in ~~to farm-out or sell some of~~ our ~~interest~~Form in10-K ~~OPL~~filed ~~2012~~on toMay ~~finance the development of the block. We also intend to acquire additional leaseholds in and operatorships of offshore blocks in Nigeria and Ghana. In the long term~~23, ~~we aim to acquire and exploit the prolific oil and gas deposits across the Gulf of Guinea and worldwide~~2011.

WeCRITICAL ~~currently~~ACCOUNTING have few capital resources and we are unlikely to generate significant revenues for some time. This raises substantial doubt about our ability to continue as a going concern. See Note 2 to our Financial Statements in Item 1. Without realization of additional capital, it would be unlikely that we could continue as a going concern. However, management has been in discussions with several financial institutions (i.e. banks, private equity funds, sovereign funds, energy companies and other corporate entities) to procure funding for the development of OPL 2012 through the issuance of debt and/or equity. Based on these discussions management anticipates obtaining sufficient funding to perform our obligations related to OPL 2012 over the next year.POLICIES

~~Management~~We isprepare our consolidated and combined financial statements in ~~the~~this ~~process~~report ofusing ~~concluding~~accounting ~~financing~~principles ~~arrangements~~that ~~with~~are ~~financial~~generally ~~institutions~~accepted in ~~Nigeria~~the ~~and~~United States (“GAAP”). GAAP represents a ~~few~~comprehensive ~~multi-national~~set ~~oil~~of accounting and ~~gas~~disclosure ~~companies~~rules inand ~~the U~~requirements.S We must make judgments, estimates, and ~~the~~in ~~Middle~~certain circumstances, ~~East~~choices ~~who~~between ~~are~~acceptable ~~finalizing~~GAAP ~~their~~alternatives ~~due~~as ~~diligence~~we apply these rules and ~~economic~~requirements. ~~modeling~~The ~~for~~most critical estimate we make is the ~~project~~engineering estimate of proved oil and gas reserves. ~~Management~~ ~~anticipates~~This ~~raising~~estimate ~~sufficient~~affects ~~funds~~the toapplication ~~pay~~of the ~~$12~~successful efforts method of accounting,~~500~~ the calculation of depreciation,~~000~~ ~~signature~~depletion, ~~bonus~~and toamortization of oil and gas properties and the ~~Nigerian~~estimate ~~government~~of the impairment of our oil and gas properties. It also affects the ~~$10,000,000~~estimated ~~farm-in~~lives ~~fee~~used to ~~our~~determine ~~local~~asset ~~partner~~retirement obligations. In addition, ~~Sigmund~~the ~~Oilfield~~estimates ~~Limited~~of ~~(“Sigmund”),~~proved inoil and gas reserves are the ~~near~~basis for the related standardized measure of discounted future net cash flows.

AsRevenue discussed in our Form 10-K filed on May, 23 2011, if we are unable to fund the development costs related to OPL 2012, Sigmund could terminate its agreements with us and potentially terminate our interest in OPL 2012 in the event of our failure to fund any of the development costs related to OPL 2012. However, the OPL 2012 agreements were drafted in such a manner that we do not suffer immediate repercussions or sanctions in the event we are unable to fund any of the development costs. The agreements contemplate discussion and negotiation among the parties in the event of our inability to perform. For example, the signature bonus and farm-in fee were deemed payable on May 15, 2009, but we have regularly updated Sigmund Oilfield Limited on the status of the payments and Sigmund Oilfield limited has continued to grant informal extensions of time for us to make such payments.Recognition

~~Upon~~We recognize oil and gas revenue from interests in producing wells as the ~~payment~~oil ofand gas is sold. Revenue from the ~~signature~~purchase, ~~bonus~~transportation, ~~the~~and ~~development~~sale of ~~OPL~~natural ~~2012~~gas ~~will~~is ~~take~~recognized ~~place~~upon incompletion ~~two~~of the ~~phases~~sale ~~over~~and awhen ~~three~~transported ~~year~~volumes ~~period,~~are asdelivered. ~~discussed~~We inrecognize ~~our~~revenue ~~Form~~related ~~10-K~~to ~~filed~~gas onbalancing ~~May~~agreements ~~23,~~based ~~2011~~on the entitlement method.

3Oil and Gas Exploration and Development

~~CRITICAL~~Oil ~~ACCOUNTING~~and ~~POLICIES~~gas exploration and development costs are accounted for using the full cost method of accounting.

WeOil ~~prepare our consolidated~~ and ~~combined~~Natural ~~financial~~Gas statements in this report using accounting principles that are generally accepted in the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. We must make judgments, estimates, and in certain circumstances, choices between acceptable GAAP alternatives as we apply these rules and requirements. The most critical estimate we make is the engineering estimate of proved oil and gas reserves. This estimate affects the application of the successful efforts method of accounting, the calculation of depreciation, depletion, and amortization of oil and gas properties and the estimate of the impairment of our oil and gas properties. It also affects the estimated lives used to determine asset retirement obligations. In addition, the estimates of proved oil and gas reserves are the basis for the related standardized measure of discounted future net cash flows.Properties

~~Revenue~~We ~~Recognition~~account for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center on a country by country basis. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.

WeCosts ~~recognize~~associated with unevaluated properties are capitalized as oil and natural gas ~~revenue~~properties ~~from~~but ~~interests~~are inexcluded ~~producing~~from ~~wells as~~ the ~~oil~~amortization ~~and~~base ~~gas~~during isthe ~~sold~~evaluation period. ~~Revenue~~When ~~from~~we determine whether the ~~purchase,~~property ~~transportation,~~has ~~and~~proved ~~sale~~recoverable ofreserves ~~natural~~or ~~gas~~not, isor ~~recognized~~if ~~upon~~there ~~completion~~is ofan impairment, the ~~sale~~costs ~~and~~are ~~when~~transferred ~~transported~~into ~~volumes~~the ~~are~~amortization base ~~delivered.~~and Wethereby ~~recognize~~become ~~revenue~~subject ~~related~~ to ~~gas~~amortization. We ~~balancing~~evaluate ~~agreements~~unevaluated ~~based~~properties onfor ~~the~~impairment ~~entitlement~~at ~~method~~least annually.

~~Oil~~Capitalized ~~and~~costs ~~Gas~~included ~~Exploration~~in ~~and~~the ~~Development~~amortization base are depleted using the units of production method based on proved reserves. Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values.

~~Oil~~The net book value of all capitalized oil and natural gas ~~exploration~~properties within ~~and~~a ~~development~~cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs ~~are~~may ~~accounted~~not ~~for~~exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the ~~full~~lower of cost ~~method~~or market value of ~~accounting~~unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.

~~Oil~~Sales or other dispositions of oil and ~~Natural~~natural ~~Gas~~gas ~~Properties~~properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change.

WeAsset ~~account~~Retirement ~~for~~Obligations ~~our oil~~ and ~~natural~~Environmental gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center on a country by country basis. Costs ~~of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.~~

~~Costs~~We ~~associated~~record ~~with~~the ~~unevaluated~~fair ~~properties~~value ~~are~~of ~~capitalized~~legal asobligations ~~oil~~to retire and ~~natural~~remove long-lived ~~gas~~assets ~~properties~~in ~~but~~the ~~are~~period ~~excluded~~in ~~from~~which the ~~amortization~~obligation ~~base~~is ~~during~~incurred (typically when the ~~evaluation~~asset ~~period.~~is installed at the production location). When the liability is initially recorded, we ~~determine~~capitalize ~~whether~~this ~~the~~cost ~~property~~by ~~has~~increasing ~~proved~~the ~~recoverable~~carrying ~~reserves~~amount orof ~~not~~the related properties, plants orand ifequipment. ~~there~~Over time the liability is anincreased ~~impairment,~~for the ~~costs~~change ~~are~~in ~~transferred~~its ~~into~~present value, and the ~~amortization~~capitalized ~~base~~cost ~~and~~in ~~thereby~~properties, plants ~~become~~and ~~subject~~equipment tois ~~amortization. We~~depreciated ~~evaluate~~over ~~unevaluated~~the ~~properties~~useful ~~for~~life ~~impairment~~of atthe ~~least~~related ~~annually~~asset.

~~Capitalized~~Environmental ~~costs~~expenditures ~~included~~are inexpensed ~~the~~or ~~amortization~~capitalized, ~~base~~depending upon ~~are~~their ~~depleted~~future ~~using~~economic ~~the~~benefit. ~~units~~Expenditures ofthat ~~production~~relate ~~method~~to ~~based~~an onexisting ~~proved~~condition ~~reserves~~caused by past operations, and do not have a future economic benefit, are expensed. ~~Depletion~~ isLiabilities ~~calculated~~for ~~using~~environmental ~~the~~expenditures ~~capitalized~~are ~~costs~~recorded ~~included~~on an undiscounted basis (unless acquired in ~~the~~a ~~amortization~~purchase ~~base,~~business ~~including~~combination) ~~estimated~~when ~~asset~~environmental ~~retirement~~assessments ~~costs,~~or ~~plus~~cleanups are probable and the costs can be reasonably estimated. ~~future~~Recoveries ~~expenditures~~of toenvironmental beremediation ~~incurred~~costs infrom ~~developing~~other ~~proved~~parties, ~~reserves~~such as state reimbursement funds, ~~net~~are ofrecorded ~~estimated~~as assets ~~salvage~~when ~~values~~their receipt is probable and estimable.

~~The~~Results ~~net book value~~ of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.Operations

~~Sales~~Our ornet ~~other~~loss ~~dispositions~~decreased of$153,458, ~~oil~~from ~~and~~$233,917 ~~natural~~for ~~gas~~the ~~properties~~year ~~are~~ended June ~~accounted~~30, 2010 to $80,459 for asthe ~~adjustments~~year toended ~~capitalized~~June ~~costs~~30, ~~with~~2011. noOur ~~gain~~expenses orfor ~~loss~~the ~~recorded~~six ~~unless~~months ~~the~~ended ~~ratio~~June 30, 2011 consisted mainly of ~~cost~~accounting, tolegal ~~proved~~and ~~reserves~~consulting ~~would~~fees. ~~significantly~~The ~~change~~decrease was mainly attributable to decreased consulting fees.

~~Asset~~Liquidity ~~Retirement Obligations~~ and ~~Environmental~~Capital ~~Costs~~Resources

WeAs ~~record~~a ~~the~~new ~~fair~~company ~~value~~with ofplans ~~legal~~for ~~obligations~~major todevelopment ~~retire~~activity, ~~and~~we ~~remove~~will be ~~long-lived~~reliant ~~assets~~upon infunding ~~the~~to ~~period~~fully inimplement ~~which~~our ~~the~~business ~~obligation~~plans isand ~~incurred~~expand ~~(typically~~our ~~when~~business. There ~~the~~can ~~asset~~be isno ~~installed~~assurance atthat we ~~the~~will ~~production~~be ~~location).~~able ~~When~~to obtain the ~~liability~~necessary isfunding ~~initially~~on ~~recorded,~~commercially wereasonable ~~capitalize~~terms ~~this~~in ~~cost~~a bytimely ~~increasing~~fashion, ~~the~~especially ~~carrying~~given ~~amount of~~ the ~~related~~current global ~~properties, plants and equipment~~economy. Failure ~~Over~~to ~~time~~receive the ~~liability~~funding iscould ~~increased~~have ~~for~~a ~~the~~material ~~change~~adverse ineffect ~~its~~on ~~present~~our ~~value~~business, ~~and the capitalized cost in properties~~prospects, ~~plants~~ and financial ~~equipment is depreciated over the useful life of the related asset~~condition.

~~Environmental~~We ~~expenditures~~intend ~~are~~to ~~expensed~~raise financing in the form of floating rate indebtedness and/or ~~capitalized~~equity to pay the $12,500,000 ~~depending~~signature ~~upon~~bonus ~~their~~and ~~future~~$10,000,000 ~~economic~~farm-in ~~benefit.~~fee ~~Expenditures~~for ~~that~~our ~~relate~~leasehold interest in Oil Prospecting License (OPL) 2012, and we expect to require further debt and/or equity financing in the amount of $218,000,000 to $262,500,000 to exploit OPL 2012. Accordingly, if market interest rates (principally LIBOR) rise, our financing expenses could increase which could have an ~~existing~~adverse ~~condition~~effect ~~caused~~on byour ~~past~~results of operations, and dofinancial ~~not~~condition. The ~~have~~size of our indebtedness may restrict our growth. We will need to use a ~~future~~portion ~~economic~~of ~~benefit~~our cash flow to pay principal and interest on such indebtedness, which ~~are~~may ~~expensed~~delay or even prevent us from pursuing certain new business opportunities. Some ~~Liabilities~~loan ~~for~~agreements ~~environmental~~may ~~expenditures~~contain restrictive ~~are~~covenants ~~recorded~~which onmay animpair ~~undiscounted~~our ~~basis~~operating ~~(unless~~flexibility. Failure ~~acquired~~to meet certain financial covenants could cause us to violate the terms of loan agreements obtained in athe ~~purchase~~future, ~~business~~if ~~combination)~~any, ~~when~~and ~~environmental~~thereby ~~assessments~~result orin ~~cleanups~~acceleration ~~are~~of ~~probable~~our indebtedness, impair our liquidity and ~~the~~limit ~~costs~~our ~~can~~ability beto ~~reasonably~~raise ~~estimated~~additional capital. Our ~~Recoveries~~failure ofto ~~environmental~~make ~~remediation~~required ~~costs~~debt ~~from~~payments ~~other~~could result ~~parties~~in an acceleration of our indebtedness, and, if unpaid, a judgment in favor of such aslender ~~state~~would ~~reimbursement~~be ~~funds,~~senior ~~are~~to ~~recorded~~the asrights of holders of our common stock. A judgment creditor would have the right to foreclose on any of our assets ~~when~~resulting in ~~their~~a ~~receipt~~material isadverse ~~probable~~effect on our business, operating results or financial condition and ~~estimable~~the possible loss of all value in our common stock.

4In July 6, 2010 we entered into an equity line of credit agreement with an investor, Dutchess Opportunity Fund II, LP. Under the terms of the agreement, Dutchess must purchase, when we furnish a put notice to them, shares of our common stock at 95% of the volume weighted average price for the five days prior to the put date. The number of shares puttable at any given time is 200% of average daily volume for 3 prior trading days times average three day closing price of common stock prior to the notice date or shares resulting in proceeds of $500,000. We are obligated to register 35,000,000 shares under the agreement and we may not put shares to Dutchess until the registration statement is effective. The investment agreement provides for proceeds of up to $35,000,000, however, at current stock prices, if all of the shares required to be registered under the agreement were sold, we would receive proceeds of approximately $1.3 million. Because none of the shares underlying the line of credit are registered, we are not eligible to use the equity line of credit at this time. We do not anticipate that the line of credit will be available to fulfill our obligations to pay the signing bonus and farm-in fee. We are seeking other financing mechanisms to pay these obligations.

~~Results~~As reflected in the accompanying financial statements, we had a working capital deficit and an accumulated deficit at June 30, 2011, which raise substantial doubt about our ability to continue as a going concern. Management plans to raise funds through the issuance of ~~Operations~~debt or the sale of common stock.

Our ~~net~~ability ~~loss~~to ~~decreased $153,458,~~continue ~~from~~as ~~$233,917~~a ~~for~~going ~~the~~concern ~~year~~is ~~ended~~dependent ~~June~~on ~~30,~~our ~~2010~~ ability to ~~$80,459~~raise ~~for~~capital through the ~~year~~issuance ~~ended~~of ~~June~~debt ~~30,~~or ~~2011.~~the ~~Our~~sale ~~expenses~~of ~~for~~common ~~the~~stock. If ~~six~~we ~~months~~do ~~ended~~not ~~June~~raise ~~30,~~capital ~~2011~~sufficient ~~consisted~~to fund ~~mainly~~our ofbusiness ~~accounting~~plan, ~~legal~~AsherXino ~~and~~may ~~consulting~~not ~~fees~~survive. The ~~decrease~~financial ~~was~~statements ~~mainly~~do ~~attributable~~not include any adjustments that might be necessary if we were unable to ~~decreased~~continue ~~consulting~~as ~~fees~~a going concern.

~~Liquidity~~Item ~~and~~4T. ~~Capital~~Controls ~~Resources~~and procedures

AsEvaluation aof ~~new~~Disclosure ~~company~~Controls ~~with plans for major development activity, we will be reliant upon funding to fully implement our business plans~~ and expand our business. There can be no assurance that we will be able to obtain the necessary funding on commercially reasonable terms in a timely fashion, especially given the current global economy. Failure to receive the funding could have a material adverse effect on our business, prospects, and financial condition.Procedures

WeUnder ~~intend to raise financing in~~ the ~~form~~supervision ~~of floating rate indebtedness~~ and~~/or~~ ~~equity~~with ~~to pay~~ the ~~$12,500,000~~participation ~~signature~~of ~~bonus~~certain ~~and~~members of ~~$10,000,000 farm-in fee for~~ our ~~leasehold interest in Oil Prospecting License (OPL) 2012~~management, ~~and~~including weour ~~expect~~Chief toExecutive ~~require~~Officer ~~further debt~~ and~~/or~~ ~~equity~~interim ~~financing~~Chief inFinancial ~~the amount of $218~~Officer,~~000,000~~ towe ~~$262,500,000~~completed ~~to exploit OPL 2012. Accordingly, if market interest rates (principally LIBOR) rise, our financing expenses could increase which could have~~ an ~~adverse~~evaluation ~~effect~~of onthe effectiveness ~~our results~~ of ~~operations~~the design and ~~financial~~operation ~~condition. The size~~ of our ~~indebtedness~~disclosure ~~may~~controls ~~restrict~~and ~~our~~procedures ~~growth. We~~(as ~~will~~defined ~~need~~in toRules ~~use~~13a-15(e) aand ~~portion of our cash flow~~ 15d-15(e) to ~~pay~~the ~~principal~~Securities ~~and~~Exchange ~~interest~~Act onof ~~such indebtedness~~1934, ~~which~~ ~~may~~as ~~delay~~amended or(the ~~even~~“Exchange ~~prevent us from pursuing certain new business opportunities~~Act”)). ~~Some~~ In ~~loan~~light ~~agreements~~of ~~may~~the ~~contain~~material ~~restrictive~~weaknesses discussed ~~covenants~~below, which ~~may~~have ~~impair~~not ~~our~~been ~~operating~~fully ~~flexibility. Failure~~remediated toas ~~meet~~of ~~certain~~the ~~financial~~end ~~covenants~~of ~~could~~the ~~cause~~period uscovered toby ~~violate~~this ~~the~~Quarterly ~~terms~~Report, ofour ~~loan~~Chief ~~agreements~~Executive Officer ~~obtained~~and ininterim ~~the~~Chief ~~future,~~Financial ifOfficer ~~any~~concluded, ~~and~~after ~~thereby~~the ~~result~~evaluation indescribed ~~acceleration of our indebtedness~~above, ~~impair~~that our ~~liquidity~~disclosure ~~and~~controls ~~limit~~were not ~~our ability to raise additional capital~~effective. ~~Our~~ ~~failure~~As toa ~~make required debt payments could~~ result ~~in an acceleration~~ of ~~our~~this ~~indebtedness~~conclusion, ~~and,~~the ifconsolidated ~~unpaid,~~financial astatements ~~judgment~~for inthe ~~favor~~period ofcovered ~~such~~by ~~lender~~this ~~would~~report bewere prepared ~~senior~~with particular attention to the ~~rights~~material ofweaknesses ~~holders~~previously ~~of our common stock~~disclosed. A ~~judgment~~Accordingly, ~~creditor~~management ~~would~~believes ~~have~~that the ~~right~~consolidated financial tostatements ~~foreclose~~included onin ~~any~~this ofQuarterly ~~our~~Report ~~assets~~fairly ~~resulting~~present, in aall material ~~adverse~~respects, ~~effect on~~ our ~~business~~financial condition, ~~operating~~ results of oroperations ~~financial condition~~ and ~~the~~cash ~~possible~~flows ~~loss~~as of ~~all value~~and infor ~~our~~the ~~common~~periods ~~stock~~presented.

InInternal ~~July~~Control 6,over ~~2010~~Financial we entered into an equity line of credit agreement with an investor, Dutchess Opportunity Fund II, LP. Under the terms of the agreement, Dutchess must purchase, when we furnish a put notice to them, shares of our common stock at 95% of the volume weighted average price for the five days prior to the put date. The number of shares puttable at any given time is 200% of average daily volume for 3 prior trading days times average three day closing price of common stock prior to the notice date or shares resulting in proceeds of $500,000. We are obligated to register 35,000,000 shares under the agreement and we may not put shares to Dutchess until the registration statement is effective. The investment agreement provides for proceeds of up to $35,000,000, however, at current stock prices, if all of the shares required to be registered under the agreement were sold, we would receive proceeds of approximately $1.3 million. Because none of the shares underlying the line of credit are registered, we are not eligible to use the equity line of credit at this time. We do not anticipate that the line of credit will be available to fulfill our obligations to pay the signing bonus and farm-in fee. We are seeking other financing mechanisms to pay these obligations.Reporting

AsIn ~~reflected~~connection inwith ~~the~~our ~~accompanying~~evaluation ~~financial~~of ~~statements,~~our wedisclosure ~~had~~controls ~~a working capital deficit~~ and procedures anthat ~~accumulated~~occurred ~~deficit~~during atour ~~June~~last ~~30,~~fiscal ~~2011~~quarter, ~~which~~we ~~raise~~identified ~~substantial~~no ~~doubt~~change ~~about~~in our ~~ability~~internal tocontrol ~~continue~~over asfinancial areporting that ~~going~~has ~~concern. Management~~materially ~~plans~~affected, toor ~~raise~~is ~~funds~~reasonably ~~through~~likely ~~the~~to ~~issuance~~materially ofaffect, ~~debt~~our orinternal ~~the~~control ~~sale~~over offinancial ~~common stock~~reporting.

~~Our~~Part ~~ability~~II toOther continue as a going concern is dependent on our ability to raise capital through the issuance of debt or the sale of common stock. If we do not raise capital sufficient to fund our business plan, AsherXino may not survive. The financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern. Information

5Item 1. Legal Proceedings

~~ITEM~~For 4Tinformation regarding our legal proceedings see Item 3 of our Annual Report on Form 10-K filed on May 23, 2011. ~~CONTROLS~~There ~~AND~~have ~~PROCEDURES~~been no material changes from the risk factors previously disclosed in such Annual Report.

~~Evaluation~~Item of1A. ~~Disclosure~~Risk ~~Controls and Procedures~~Factors

~~Under~~For ~~the~~information ~~supervision~~regarding ~~and with the participation of certain members of~~ our ~~management,~~risk ~~including~~factors ~~our~~see ~~Chief Executive Officer and interim Chief Financial Officer, we completed an evaluation of~~ the ~~effectiveness~~risk offactors disclosed ~~the~~in ~~design~~Item ~~and~~1A ~~operation~~ of our ~~disclosure~~registration ~~controls~~Annual ~~and~~Report ~~procedures~~on ~~(as~~Form ~~defined in Rules 13a~~10-~~15(e)~~K ~~and~~filed ~~15d-15(e)~~on toMay ~~the Securities Exchange Act of 1934~~23, ~~as amended (the “Exchange Act”))~~2011. In ~~light~~There ~~of the material weaknesses discussed below, which~~ have ~~not~~ been ~~fully~~no ~~remediated~~material as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and interim Chief Financial Officer concluded, after the evaluation described above, that our disclosure controls were notchanges ~~effective.~~from ~~As a result of this conclusion,~~ the ~~consolidated~~risk ~~financial~~factors ~~statements for the period covered by this report were prepared with particular attention to the material weaknesses~~ previously disclosed. ~~Accordingly, management believes that the consolidated financial statements included~~ in ~~this~~such ~~Quarterly~~Annual Report ~~fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented~~.

~~Internal~~Item ~~Control~~2. ~~over~~Unregistered ~~Financial~~Sales ~~Reporting~~of Equity Securities and Use of Proceeds

InWe ~~connection~~have ~~with~~not ~~our~~sold ~~evaluation~~any of our ~~disclosure~~equity ~~controls~~securities ~~and procedures that occurred~~ during ~~our~~the ~~last~~period covered ~~fiscal~~by ~~quarter,~~this weQuarterly ~~identified no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~Report.

Item 6. Exhibits

~~PART~~Exhibit II31.1 ~~OTHER~~- ~~INFORMATION~~Certification of Chief Executive Officer of AsherXino Corporation required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~ITEM~~Exhibit 131.2 ~~LEGAL~~- ~~PROCEEDINGS~~Certification of Chief Financial Officer of AsherXino Corporation required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~For~~Exhibit ~~information~~32.1 ~~regarding~~- ~~our~~Certification ~~legal~~of ~~proceedings~~Chief ~~see~~Executive ~~Item~~Officer 3 of ~~our~~AsherXino Corporation ~~Annual~~pursuant ~~Report~~to onSection ~~Form~~906 ~~10-K~~of ~~filed~~the onSarbanes-Oxley ~~May~~Act ~~23,~~of ~~2011.~~2002 ~~There~~and ~~have~~Section ~~been~~1350 noof ~~material~~18 ~~changes~~U.S.C. ~~from the risk factors previously disclosed in such Annual Report~~63.

~~ITEM~~Exhibit 1A32.2 ~~RISK~~- ~~FACTORS~~Certification of Chief Financial Officer of AsherXino Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

For information regarding our risk factors see the risk factors disclosed in Item 1A of our registration Annual Report on Form 10-K filed on May 23, 2011. There have been no material changes from the risk factors previously disclosed in such Annual Report.Signatures

~~ITEM~~Pursuant 2.to ~~UNREGISTERED~~the ~~SALES~~requirements OFof ~~EQUITY~~the ~~SECURITIES~~Securities ~~AND~~Exchange ~~USE~~Act OFof ~~PROCEEDS~~1934, the

~~ITEM~~Registrant 6.has ~~EXHIBITS~~duly caused this Report to be signed on its behalf by the

~~Exhibit~~undersigned ~~31.1~~thereunto -duly Certification of Chief Executive Officer of AsherXino Corporation required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002authorized.

~~Exhibit 31.2 - Certification of Chief Financial Officer of~~ AsherXino Corporation ~~required~~By: by/s/ ~~Rule~~Bayo ~~13a-14(a)~~O. orOdunuga ~~Rule~~Name: ~~15d-14(a)~~Bayo ofO. ~~the~~Odunuga ~~Securities~~Title: ~~Exchange~~Chief ~~Act~~Executive ofOfficer ~~1934,~~Principal asExecutive ~~adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~Officer

~~Exhibit~~Dated: ~~32.1 - Certification of Chief Executive Officer of AsherXino Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.~~November

~~Exhibit~~By: ~~32.2~~/s/ -Bayo ~~Certification~~O. ofOdunuga ~~Chief~~Name: ~~Financial~~Bayo ~~Officer~~O. ofOdunuga ~~AsherXino~~Title: ~~Corporation~~Interim ~~pursuant~~Chief toFinancial ~~Section~~Officer ~~906~~Interim ofPrincipal ~~the~~Financial ~~Sarbanes-Oxley Act of 2002~~ and ~~Section~~Accounting ~~1350 of 18 U.S.C. 63.~~Officer

7Dated:

~~Signatures~~November

Pursuant to the requirements 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.

	AsherXino Corporation
Dated: September 15, 2011	By:	/s/ Bayo O. Odunuga
		Name: Bayo O. Odunuga,
		Title: Chief Executive Officer,
		Principal Executive Officer
Dated: September 15, 2011	By:	/s/ Bayo O. Odunuga
		Name: Bayo O. Odunuga,
		Title: Interim Chief Financial Officer,
		Interim Principal Financial and Accounting Officer

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