~~U.S. SECURITIES AND EXCHANGE COMMISSION~~UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~EXCHANGE~~For the ~~ACT~~Fiscal OFYear ~~1934~~Ended December 31, 2012

~~For~~☐ ~~the~~TRANSITION ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 31,~~SECTION ~~2011~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~Number:~~transition ~~_________~~period from ________________ to ________________.

~~BABY~~Commission file ~~ALL~~number ~~CORP~~ 333-173302

~~(Exact name of small business issuer~~SANTA asFE ~~specified~~PETROLEUM, ~~in its charter)~~INC.

Delaware		99-0362658
(State of incorporation)		(IRS Employer ID Number)

(Exact name of registrant as specified in its charter)

c/o Efrat Schwartz

Delaware	99-0362658
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

17 HaRav Frank Street

4011 West Plano Parkway, Suite 126

Plano, Texas

75093

(Address of Principal Executive Offices)

(Zip Code)

~~Jerusalem 96387, Israel~~(888) 870-7060

~~Phone~~(Registrant’s telephone number:, ~~972-2-6415-008~~including area code)

~~Fax~~Securities registered ~~number:~~pursuant ~~972-2-6415-008~~to Section 12(b) of the Act:

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

None

Securities registered pursuant to Section 12(g) of the ~~Exchange~~ Act:

~~Common Stock, $0.0001 par value~~None

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

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orof Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) 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 ☑ ¨ No x ☐

Indicate by check mark whether the ~~Registrant~~registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange Act~~(§ 232.405 of ~~1934~~this chapter) during the preceding ~~past~~ 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes x ☑ No ¨☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ~~(§229.405 of this chapter)~~ is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ ☐

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

Large accelerated filer ¨ ☐ Accelerated filer ~~¨ Non-accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company)~~ ☐

~~Indicate~~Non-accelerated filer ☐ (do bynot check ~~mark~~if ~~whether the registrant is~~ a ~~shell~~smaller reporting company) Smaller ~~(as~~reporting ~~defined in Rule 12b-2 of the Act).~~company ☑

~~Yes £ No x~~Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~The number of shares of the issuer’s~~Yes ~~common~~☐ No ~~stock issued and outstanding as of March 22, 2012, was 5,500,000 shares.~~☑

The aggregate ~~Company~~market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the registrant’s ~~Common~~common ~~Stock is~~equity ~~currently~~was ~~not~~last ~~yet~~sold, ~~trading~~as onof June 30, 2012 (the ~~public~~last ~~markets~~day of the registrant’s most recently completed second fiscal quarter) was approximately $26,903,097.

~~Documents~~The registrant ~~Incorporated~~had By41,288,511 ~~Reference: None~~shares of common stock outstanding as of March 31, 2013.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties outlined in this Annual Report under “Risk Factors”. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this Annual Report. Forward-looking statements in this Annual Report include, among others, statements regarding our capital needs, business plans and expectations.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Some of the risks and assumptions include:

•

our need for additional financing;

•

our limited operating history;

•

changes in governmental regulation and administrative practices;

•

our dependence on key personnel;

•

our ability to fully implement our business plan.

We advise the reader that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf.

The forward-looking statements in this Annual Report are made as of the date of this Annual Report and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

AVAILABLE INFORMATION

Santa Fe Petroleum, Inc. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.

REFERENCES

As used in this Annual Report: (i) the terms “we”, “us”, “our”, “Santa Fe Petroleum” and the “Company” mean Santa Fe Petroleum, Inc.; (ii) “SEC” refers to the Securities and Exchange Commission; (iii) “Securities Act” refers to the United States Securities Act of 1933, as amended; (iv) “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.

TABLE OF CONTENTS

			Page
ITEM 1.	BUSINESS	1
PART I			3
ITEM 1A.	RISK FACTORS	5
Item 1		Business	3
ITEM 1B.	UNRESOLVED STAFF COMMENTS	5
Item 1A		Risk Factors	5
ITEM 2.	PROPERTIES	5
Item 1B		Unresolved Staff Comments	6
ITEM 3.	LEGAL PROCEEDINGS	5
Item 2		Properties	6
ITEM 4.	MINE SAFETY DISCLOSURE	5
Item 3		Legal Proceedings	6
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
PART II			6
ITEM 6.	SELECTED FINANCIAL DATA	7
Item 4		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
Item 5		Selected Financial Data	7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
Item 6		Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
ITEM 8.	FINANCIAL STATEMENTS	F-1
Item 6A		Quantitative and Qualitative Disclosures About Market Risk.	11
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	10
Item 7		Financial Statements and Supplementary Data	F-1
ITEM 9A.	CONTROLS AND PROCEDURES	10
Item 8		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	12
ITEM 9B.	OTHER INFORMATION	11
Item 8A(T)		Controls and Procedures	12
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	11
Item 8B		Other Information	13
ITEM 11.	EXECUTIVE COMPENSATION	12
PART III			14
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	13
Item 9		Directors, Executive Officers and Corporate Governance	14
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	13
Item 10		Executive Compensation	16
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	14
Item 11		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
ITEM 15.	EXHIBITS	16
Item 12		Certain Relationships and Related Transactions, and Director Independence	17
Item 13		Principal Accountant Fees and Services	18
PART IV			18
Item 14		Exhibits and Financial Statement Schedules	18
SIGNATURES			19

PART I

~~Item~~ ITEM 1. ~~Business.~~BUSINESS

AsOn May ~~used~~10, in2012, ~~this~~Santa ~~Annual~~Fe ~~Report~~Petroleum, onInc., ~~Form~~f/k/a ~~10-K~~Baby All Corp., a Delaware corporation (~~this~~the “~~Report~~we,”) “us,” ~~references~~“our,” toor the “Company,”), entered into a Share Exchange Agreement (the “~~Registrant,~~Exchange Agreement”), with Santa Fe Operating, Inc., a Delaware corporation engaged in the exploration and production of oil and gas (“we SFO ”), Tom Griffin, an individual, on behalf of the holders (the “SFO Shareholders”) of 100% of the issued and outstanding common stock of SFO (the “SFO Stock”), and Efrat Schwartz, an individual and the holder of a majority of the issued and outstanding shares of our common stock,” par value $0.0001 per share (the “usCommon Stock”). orPursuant to the Exchange Agreement, each SFO Shareholder was issued one share of Common Stock in exchange for each of such SFO Shareholder’s shares of SFO Stock (the “~~Baby~~Exchange”). ~~All~~Pursuant ~~Corp~~to the terms of the Exchange Agreement, the Exchange closed on May 20, 2012 (the “Closing Date”). As a result, ~~unless~~(i) we issued an aggregate of 33,478,261 shares of Common Stock to the ~~context~~SFO ~~otherwise~~Shareholders; ~~indicates~~(ii) we issued warrants to purchase an aggregate of 6,764,856 shares of Common Stock to the SFO Shareholders, at an exercise price of $0.50 per share; and (iii) SFO became our wholly-owned subsidiary.

~~Forward-Looking~~Prior to ~~Statements~~the Exchange, our business plan was to seek third party entities interested in licensing the rights to manufacture and market the patent design of an infant medicine dispenser. We were incorporated in Delaware on November 30, 2010.

~~This Report contains forward-looking~~As ~~statements.~~the ~~For~~result ~~this~~of ~~purpose~~the Exchange, ~~any~~we ~~statements~~are ~~contained~~now ina ~~this~~development ~~Report~~stage ~~that~~company ~~are~~engaged ~~not~~in ~~statements~~the ofacquisition, ~~historical~~exploration, ~~fact~~and ~~may~~development ~~be deemed~~of tooil beand ~~forward-looking~~gas ~~statements~~properties. ~~Forward-looking~~In ~~information~~addition ~~includes~~to ~~statements~~the ~~relating~~development toof ~~future~~our ~~actions,~~existing ~~prospective~~property ~~products~~interests, ~~future~~ ~~performance~~we orintend ~~results~~to ofacquire ~~current~~additional ~~or anticipated products, sales~~ oil and ~~marketing~~gas ~~efforts,~~interests ~~costs~~in ~~and~~the ~~expenses,~~future. ~~interest~~Our ~~rates, outcome~~management ofbelieves ~~contingencies,~~that ~~financial~~our ~~condition,~~future ~~results~~growth ofwill ~~operations,~~primarily ~~liquidity,~~occur ~~business~~through ~~strategies,~~the ~~cost~~acquisition ~~savings, objectives~~ of additional ~~management,~~oil and ~~other~~gas ~~matters.~~properties ~~You~~following ~~can~~extensive ~~identify~~due ~~forward-looking~~diligence. ~~statements~~We byalso ~~those~~may ~~that~~elect ~~are~~to ~~not~~proceed ~~historical~~through incollaborative ~~nature, particularly~~agreements ~~those~~and ~~that~~joint ~~use~~ventures ~~terminology~~to ~~such~~share asexpertise ~~“may,”~~and ~~“will,”~~reduce ~~“should,”~~operating ~~“expects,”~~costs ~~“anticipates,” “contemplates,”~~with ~~“estimates,”~~experts ~~“believes,”~~in ~~“plans,” “projected,” “predicts,” “potential,” or “continue” or~~ the ~~negative~~oil ofand ~~these~~gas ~~similar terms~~industry. The ~~Private~~analysis ~~Securities~~of ~~Litigation Reform~~new ~~Act~~property ofinterests ~~1995~~will ~~provides~~be aundertaken ~~“safe~~by ~~harbor”~~or ~~for~~under ~~forward-looking~~the ~~information~~supervision toof ~~encourage~~our ~~companies~~management toand ~~provide~~our ~~prospective information~~board ~~about themselves without fear~~ of ~~litigation~~directors so(our ~~long~~“Board”). Although asthe ~~that~~oil ~~information~~and isgas ~~identified~~industry ~~as forward-looking and~~ is ~~accompanied by~~currently ~~meaningful~~very ~~cautionary~~competitive, ~~statements~~our ~~identifying~~management ~~important~~believes ~~factors~~ that ~~could~~many ~~cause~~undervalued ~~actual~~prospective ~~results to differ materially from those~~properties ~~projected~~remain inavailable ~~the~~for ~~information~~acquisition purposes.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.Properties

~~Corporate~~We acquired ~~Background~~leases for properties (i) on May 11, 2011 when we acquired oil and natural gas working interests of 100% with a net revenue interest of 75% for any well bore on 76 acres of land in Comanche County, Texas, and a mineral lease over approximately 76 acres of land (the “Initial Properties”) and (ii) on February 11, 2013, when we entered into a Lease Acquisition Agreement (the “Long Branch Lease Acquisition Agreement”) with Long Branch Petroleum, LP (“Long Branch”).

~~We were incorporated in Delaware~~Initial on November 30, 2010 and are a development stage company. On December 13, 2010, we entered into an exclusive worldwide patent sale agreement (the “Design Patent Transfer and Sale Agreement “) with Mrs. Julie Franchi, the inventor and seller of the patent, in relation to the sale and transfer of United States Design Patent Number 380828 for an infant medicine dispenser (the “Patent’). The technology that is the subject of the Patent has the potential to provide an additional way in which infants are given medicine and potentially liquid vitamins and other liquids in small quantities. Baby All Corp. purchased the Patent from Mrs. Julie Franchi , the inventor, in exchange for a payment to Mrs. Franchi of US $5,000 (five thousand United States Dollars), according to the conditions specified in the Design Patent Transfer and Sale Agreement. There is no relationship between Mrs. Franchi, the seller, and Baby All Corp., its directors, or its affiliates. We do not know whether Mrs. Franchi has any experience in developing patents or in developing products based on or embodying her inventions. The seller was not able to commercialize the product due to a lack of funds. The seller did not build a prototype and a working prototype has not been built since we purchased rights to the patent and hence no testing has been done to determine the ability of the technology to perform as we expect, its reliability, or its cost effectiveness.Properties

~~The~~On May ~~patented~~11, ~~invention~~2011, ~~that~~SFO ~~Baby~~acquired 100 percent of the issued and outstanding units of membership interest of Santa Fe Land, LLC (such ~~All~~units, ~~Corp.~~the ~~purchased~~“SFL ~~from~~Units”), ~~Mrs.~~a ~~Franchi~~Texas islimited ~~based~~liability oncompany and a ~~design~~wholly-owned ~~patent~~subsidiary ~~for~~of SFO (“SFL”). SFO issued an ~~infant~~aggregate ~~medicine~~of ~~dispenser~~33,478,261 ~~with~~shares ~~measurements~~of onits ~~the~~common ~~side~~ stock and 1,999,150 warrants to ~~enable~~purchase ~~someone~~its common stock to ~~easily~~holders of ~~measure~~SFL units of membership interest (the ~~appropriate~~“SFL ~~amount~~Unit toHolders”) ~~dispense~~in exchange for their SFL Units (the “SFL Acquisition”). The ~~top~~SFL Unit Holders were comprised entirely of entities under the ~~dispenser~~control isof ~~similar~~Tom toGriffin, anthe ~~infant~~Company’s Chairman ~~bottle~~of the Board and a related party (the “Principal Stockholder”), including Long Branch. The acquisition ~~enabling~~of SFL by SFO is being accounted for as a ~~child~~combination toof ~~easily~~entities ~~suck~~under common control. Therefore, the ~~medicine~~acquisition ~~out~~has been recorded at the historical cost basis of the ~~dispenser~~assets transferred.

WeBy acquiring ~~were~~SFL, ~~not~~we ~~involved~~acquired inundeveloped ~~the~~oil ~~design~~ and ~~patenting~~natural ~~process~~gas ~~for~~properties ~~the~~in ~~patented~~Comanche ~~technology,~~ and weBrown ~~have~~Counties ~~not~~in ~~incurred~~Texas. ~~any~~The Company’s ~~costs~~original ~~associated~~intent ~~with~~was ~~the~~to ~~design~~complete ~~and~~five ~~patenting of~~test ~~the~~wells ~~technology~~on this property. The ~~only~~first ~~costs~~test wewell ~~have~~was ~~incurred~~drilled toin ~~date~~2009 ~~have~~by ~~been~~a predecessor ~~the~~affiliate ~~costs~~company ~~associated~~as ~~with~~the ~~our~~Barnett ~~acquisition~~Cody of#1A test (the ~~Patent~~“First Test Well”). In October 2012, SFPI attempted to provide a high-conductivity path from the suspected reservoir to ~~inventor,~~the ~~which~~First ~~amounted~~Test toWell ~~$5,000~~bore using an acid frac treatment. The treatment was unsuccessful due to ~~purchase~~fracing into the ~~Patent~~Ellenbutger ~~and~~(which ~~$2,500~~is inbelow ~~related~~the ~~legal~~Barnett ~~fees~~Shale formation) watering out the well. We ~~plan~~Due to ~~rely~~the onhigh ~~third~~volume of water production ~~parties~~it towould ~~develop,~~take ~~manufacture,~~to ~~and~~produce ~~market~~the ~~our~~oil ~~proposed~~in ~~product. In~~the ~~this~~Barnett ~~regard~~Shale, we ~~plan~~do tonot ~~license~~anticipate developing the ~~patent~~First Test Well but instead intend to use it as a ~~third-party~~ water disposal well for new drilling operations in the future. Additional capital is needed for us to ~~design~~commence further drilling activities for the other test wells. As a result of the additional capital requirements, ~~manufacture~~the reservoir analysis has not been completed. As such, we have classified the oil and ~~market~~natural agas ~~product~~property ~~based~~as onundeveloped as of December 31, 2012. As of the ~~Patent~~date ~~against~~of anthis ~~initial~~Annual ~~payment~~Report, tothe usprimary term of our oil and anatural ~~percentage~~gas ~~royalty~~leases, towhich bewe hold through Santa Fe Land, LLC ~~paid~~(“SFL”), ~~quarterly~~a Texas limited liability company and a wholly-owned subsidiary of SFO, is through March 2014.

~~Business Summary~~1

~~We were incorporated in Delaware~~Long onBranch ~~November~~Lease ~~30,~~Acquisition ~~2010 and are a development stage company. A Design Patent Transfer and Sale~~ Agreement was signed between Mrs. Julie Franchi (the inventor and seller), in relation to a patented technology on December 13, 2010, granting Baby All Corp. exclusive rights, title and interest in and to the Design Patent Number: 380828 and all Intellectual Property rights, free and clear of any lien, charge, claim, preemptive rights, etc. for an infant medicine dispenser.

3On February 11, 2013, we entered into the Long Branch Lease Acquisition Agreement with Long Branch whereby we acquired from Langtre LLC and Woodlake, LLC (together, the “Land Banks”) 10 leases covering approximately 1,628.5 acres of undeveloped oil and gas properties that are near the Initial Properties. We have subsequently transferred these properties to our wholly-owned subsidiary SFL.

~~The~~We acquired ~~seller~~the ofleases ~~the~~to ~~Patent~~these ~~was~~properties ~~not able~~in exchange for issuing unsecured convertible notes to, ~~commercialize~~and entering into Settlement Agreements with parties designated by Long Branch. We issued six unsecured convertible notes totaling $444,148. None of the ~~product~~notes ~~due~~bear’s interest, toand each is payable in full on a ~~lack~~date ofranging ~~funds~~from April 5, 2014 to May 11, 2014. ~~The~~At ~~seller~~any ~~did~~time ~~not~~prior ~~build~~to maturity, the holder of a ~~prototype~~note ~~and~~may convert all or a ~~working~~portion ~~prototype~~of ~~has~~that ~~not been~~note ~~built~~into ~~since~~shares weof ~~purchased~~our ~~rights~~common stock at $0.25 per share, for an aggregate of up to 1,776,592 shares. Each of the ~~patent~~Settlement ~~and~~Agreements ~~hence~~terminated noa ~~testing~~Participation ~~has~~Agreement ~~been~~entered ~~done~~into toin ~~determine~~February 2012 between the ~~ability~~Company and that note holder. Three of the ~~technology to~~Settlement ~~perform~~Agreements asgranted wea ~~expect~~2% ~~its~~net ~~reliability,~~revenue orinterest ~~its~~in ~~cost~~all ~~effectiveness~~of the leases acquired under the Long Branch Lease Acquisition Agreement.

The 10 ~~patented~~leases ~~invention~~that iswe ~~for~~acquired as a ~~specially~~ ~~designed~~result ~~infant~~of ~~feeding-type~~the ~~bottle~~Long ~~that~~Branch ~~allows~~Lease ~~parents~~Acquisition ~~and~~Agreement ~~other~~were ~~care~~entered ~~givers~~into tobetween ~~administer~~February ~~liquid~~and ~~medications to infants~~June in2012. aEach ~~more~~lease ~~convenient~~is ~~and~~for ~~familiar~~a ~~structure.~~primary ~~The~~term ~~Patent’s~~of ~~dispenser~~three ~~design~~years, ~~specifies~~which ~~using~~primary aterm ~~small~~may ~~plastic~~be ~~bottle~~extended ~~similar in~~for ~~shape~~an toadditional atwo ~~conventional~~years ~~baby~~for ~~bottle~~a ~~but~~ payment of a$100 ~~much~~per ~~smaller size~~acre. ~~The~~After ~~bottle~~the ~~design~~primary term, the lease will becontinue ~~marked~~as ~~with~~long ~~measurement~~as ~~lines~~oil ~~and corresponding~~or ~~dosage~~gas ~~notations~~is ~~ranging~~produced from ¼the ~~teaspoon~~leased toproperty 2in paying ~~teaspoons~~quantities. orIf ~~1cubic~~at ~~centimeter~~any ~~(cc)~~time toduring 10the lease, ~~depending~~a onwell ~~manufacturing decisions~~is ~~and~~capable ~~market~~of ~~preferences.~~producing ~~According~~oil toor ~~the~~gas ~~patent~~in paying quantities, ~~the~~but ~~top~~such ofwell is ~~the~~shut ~~infant~~in ~~medicine~~or ~~dispenser~~the production therefrom is ~~fitted~~not ~~with~~being asold, ~~rubber~~then ~~nipple cap~~such ~~that~~wells isshall ~~easily~~be ~~detachable~~deemed to ~~allow~~be ~~washing~~producing in paying quantities and, ~~reuse.~~after ~~This~~90 ~~rubber~~days, ~~cap~~the ~~would~~Company shall be ~~held~~required ~~against~~to ~~the~~pay ~~top~~a ofshut-in ~~the~~royalty ~~bottle~~of by$1 aper ~~screw-on plastic~~acre. ~~ring~~The ~~mechanism~~Company ~~that~~must ~~fits~~pay ~~over~~ the ~~nipple~~lessee ~~cap~~a ~~and~~royalty of ~~rests~~1/8th ~~against~~of ~~the~~all ~~rubber~~revenue ~~lip~~derived atfrom the ~~bottom~~sale of oil or gas produced on the ~~nipple~~property.

The principal benefits offered by this design are convenience and familiarity. It is our belief that without a device such as this, it might be difficult to confirm whether or not the child ingested the appropriate quantity of the liquid medication being administered. One approach has been to use an eye dropper or similar device. This however, is less familiar to an infant than a standard bottle-type design and the child might push the eye dropper or other device away from its mouth. The feeling that this is not something known to the child, combined with what may be an unpleasant or unfamiliar taste associated with the medication, might trigger the child’s natural response to reject the medicine.Background

ItIn 1997, is our ~~belief~~chairman of the board, Tom Griffin, established Santa Fe Petroleum, LLC, a Texas limited liability company engaged in oil and gas operations (“SFP2”) that bysubsequently ~~using~~ceased operations and forfeited its status with the Texas ~~patented~~Secretary ~~infant~~of ~~medicine~~State ~~dispenser~~in ~~design~~2006. In 2010, ~~the~~Mr. ~~potential~~Griffin ~~problems~~formed a new entity, SF Petroleum, LLC (“SFP”), as a business to engage in oil and gas exploration and production. SFP2 drilled 27 vertical and horizontal wells in East Texas and achieved significant aggregate returns for investors in those projects. As of anthe ~~unfamiliar~~date ~~object~~of this Annual Report, SFP is ~~reduced~~a holding company with no oil and gas operations, and we have no ownership in ~~its~~the ~~place~~prior business or wells drilled in East Texas. In December 2009, anthat ~~object~~business isdrilled ~~used~~the ~~with~~First ~~which~~Test Well on a 76-acre lease in the ~~child~~Bend Arch-Fort Worth Basin in Texas. Baker Hughes, a top-tier oilfield services company, interpreted the logs and Weatherford Laboratories, who is ~~familiar~~engaged in all facets of rock and fluid analysis for the purpose of evaluating hydrocarbon resources around the world, analyzed the core samples. The side-wall core samples were taken every two feet beginning a few feet below the Barnett Shale in the Ellenberger formation and above the Barnett Shale a few feet in the Marble Falls formation. The results show oil exists in a porous, 101-feet-thick blanket formation with ~~which~~the ~~positive~~top ~~attributes~~of ~~are~~the ~~associated~~formation at the initial test-well location at a depth of approximately 2,600 feet below the surface.

~~Even~~To exploit ~~very~~this ~~young children~~opportunity, ~~who~~Mr. ~~are familiar~~Griffin toand athe ~~standard~~investors ~~bottle,~~in ~~will~~the beFirst ~~comfortable~~Test ~~with~~Well aformed ~~bottle~~SFO in 2011. ~~For~~SFO’s ~~children~~wholly ~~who~~owned ~~are~~subsidiary, SFL, ~~exclusively~~which ~~breast-fed~~was originally incorporated in Texas in 2009, itowns isthe ~~possible~~76-acre ~~that~~oil and gas lease and the First Test Well. Aside from ~~our~~acquiring ~~design~~the ~~may~~First ~~not~~Test Well and associated leases, SFO and SFL have ~~any~~not ~~advantage~~begun ~~over~~oil ~~other~~and ~~products~~gas onproduction. As a result of the ~~market~~Exchange on May 10, 2012, SFO and SFL became our wholly owned subsidiaries.

~~While our patent design does offer~~Our benefits for children who are already familiar with being fed with standard bottles (including design and nipple formulation), our product is similar to all other infant medicine dispensers in regards that it will not alleviate the issue of a child having an adverse reaction to the unexpected taste of the medicine. However, we believe that the child’s negative reaction will be less when administered through a familiar design, such as our product.Business

~~It is our belief that this arrangement~~We ~~should~~are ~~result~~a indevelopment ~~more~~stage ~~convenience~~oil ~~for~~and ~~the~~gas ~~parent~~company orled ~~caregiver,~~by asan itexperienced ~~allows~~management ~~them~~team toand ~~carry~~focused aon ~~single~~production ~~dose~~ of aoil ~~child’s~~and ~~medication~~natural ~~when~~gas. ~~travelling~~Our ~~for~~business aplan is ~~short~~to ~~period~~explore ofand ~~time,~~develop ~~rather than carrying~~ the ~~entire~~oil ~~bottle~~and ofgas ~~medication.~~properties ~~Furthermore,~~in our ~~product~~portfolio ~~makes giving~~and ~~children~~to ~~more~~acquire additional oil ~~convenient~~and ~~because~~gas ~~the dose can be measured at any time,~~ properties for ~~example, while an infant is sleeping,~~ appraisal and ~~administered later when the child is awake~~development. We ~~While~~will aemploy ~~sick~~strict ~~child~~selection ~~may~~guidelines ~~need~~for ~~more~~our ~~attention~~projects including, ~~while~~but itnot islimited ~~awake~~to, ~~doctors~~priority ~~prescribe~~to aprojects ~~specific~~with ~~dose. Measuring~~near ~~this~~term ~~calmly~~cash ~~and~~flow ~~storing it in a convenient~~potential, ~~already~~pay-back ~~measured location~~period, ~~such~~quantity asand ~~our product, means it can be given at~~quality ~~the~~of ~~appropriate~~oil ~~time,~~and nogas ~~matter~~reserves ~~where~~and ~~the~~utilizing ~~child~~premier oroilfield ~~caregiver~~services isand ~~currently~~engineering ~~located.~~firms ~~Since~~in ~~some~~analyzing ~~medications,~~and ~~for~~conducting ~~example~~our ~~some antibiotics~~operations. ~~given~~Until towe ~~children~~form ~~for~~a ~~ear~~subsidiary ~~infections,~~that ~~requires refrigeration, it~~ is ~~better~~qualified to ~~only~~be ~~remove a single dose from~~ the ~~refrigerated~~operator ~~container, leaving~~under ~~the~~our ~~container~~oil ~~refrigerated,~~and asgas ~~per the instructions on the package~~leases, ~~while~~an ~~traveling~~affiliated ~~with~~company awill ~~single~~act ~~non-refrigerated dose~~as ~~until~~contract ~~it is time to administer it~~operator.

~~We have not had any actual testing to our patented technology.~~2

~~Other products currently available on the market include devices shaped to please a child, but none are designed as our product.~~ The ~~market offerings include pacifier-type~~ ~~devices~~Test-Well which would be strange for a child that is not accustomed to using a pacifier, or even, specifically, that type of pacifier. Further, there is a device shaped like an elephant. While this will entertain the child, it is not in a form to which the child is accustomed to seeing or putting in his or her mouth. While our research found a medical bottle which included a syringe inside of it in which the medicine is contained, we did not find any device similar to our patented design whereby the medicine is put directly into the device and not through a syringe. We believe that the inclusion of a syringe device inside a familiar bottle/nipple combination may complicate the process of administering the medication. While this process may lessen a child’s negative response to the foreign taste of the medication because the medicine is mixed with formula or some other liquid, it may also require the child to ingest a greater quantity of liquid. Also, it may complicate the cleaning process, requiring more attention from the caregiver at a time when the child may need more attention.Site

WeThrough SFL, ~~believe~~we hold a 100% working interest (75% net revenue interest) on approximately 76 acres located in the ~~design~~Fort ofWorth ~~our~~Basin ~~device~~in North ~~makes~~Central ~~measuring~~Texas. ~~and~~A ~~administering~~working ~~medication~~interest ~~simple~~is ~~and~~an ~~effective~~interest ~~because~~in ~~our~~a ~~product~~mineral ~~has~~property that entitles the ~~familiar~~owner ~~shape~~of ~~and~~that ~~feel~~interest ofto a ~~standard~~share of ~~bottle~~the ~~and~~mineral ~~nipple~~production from the property, sousually ~~even~~subject ~~very~~to ~~young~~a ~~children~~royalty. ~~are~~A ~~comfortable~~working ~~with~~interest permits the ~~familiarity~~owner ofto explore, develop, and operate the ~~design~~property. AsThe weworking-interest ~~are~~owner ~~interested~~bears inthe ~~finding~~costs of exploration, development, and operation of the property aand, ~~third~~in ~~party~~return, ~~partner~~is entitled to ~~help~~a usshare ~~bring~~of ~~our~~the ~~product~~mineral production from the property or to a share of the ~~market~~proceeds therefrom. It may be assigned to another party in whole or in part, ~~Baby~~or ~~All~~it ~~and~~may ~~its~~be ~~product~~divided dointo ~~not~~other ~~yet~~special ~~have~~property ~~any~~interests. ~~position~~Net inrevenue interest is an interest net of the ~~market~~ payment for a royalty.

~~While~~The terms weof ~~believe~~the ~~children~~lease ~~will~~included ~~feel comfortable~~an ~~with~~expiration ~~the~~date ~~familiarity~~in March of ~~our~~2012 ~~product,~~or ~~which~~as long as there is ~~similar~~production of oil and gas, with the option to ~~standard~~extend ~~bottles~~the ~~used~~primary term for ~~drinking~~two years at the option of the lessee. SFL has exercised its option to extend the term, and the new expiration date is in March of 2014, or as long as there is production of oil and gas. We have not yet started production of oil and gas on our lease. Our lease is located in the ~~risk~~Bend ~~that~~Arch-Fort Worth Basin oil and gas producing province designated ~~caregivers~~by ~~may~~the ~~reject~~United States Geological Survey. Several prolific-producing fields have been discovered in this area beginning in the ~~need~~early 1900s. ~~for~~At ~~our~~the ~~product~~test-well site, ~~opting~~the ~~instead~~Barnett ~~for~~Shale ~~traditional~~begins ~~methods~~at a depth of ~~administering~~approximately ~~medicine~~2,600 tofeet. ~~their~~Another ~~children~~target oil and gas producing horizon in the region surrounding the test-well site will be the Marble Falls Formation, a layer of limestone and shaley (tight) limestone that lies directly above the Barnett Shale.

4Business Strategy

Our ~~infant medicine dispenser design~~ ~~was~~immediate ~~designed~~strategy ~~with~~is ato ~~removable cover~~acquire, ~~which~~explore ~~provides~~and ~~for~~develop ~~the~~oil ~~convenience of making a liquid medication portable for future use. This creates an easy-to-transport, compact medicine dispenser that saves space because parents~~ and ~~care~~gas ~~givers~~leases ~~no longer need to carry around the entire medicine container. With the removable cover, they can store one dose of the medicine~~ in the ~~medicine dispenser~~ ~~and~~southwest ~~then~~part ~~administer it at a later time. A possible limitation or disadvantage~~ of ~~this technology is that it exposes~~ the ~~medication~~Bend toArch-Fort ~~external~~Worth ~~temperatures if the user puts the medication in the Baby All product for long periods before administering.~~Basin ~~Because a syringe or eyedropper may leak, a typical user will carry both the medicine~~ in ~~the original container and also the dispenser separately~~Texas. ~~The~~We ~~removable~~plan ~~cover prevents the spilling of the medication, encouraging the user~~ to ~~take~~evaluate ~~one~~these ~~dose~~prospects ~~of the medication~~ with ~~them. Another limitation is that there is no mechanism to limit storing more than one dose in the Baby All device. If~~ a ~~doctor prescribes~~focus 5on ~~mm.,~~drilling for ~~example,~~ and ifproduction ~~the~~of ~~licensed~~oil ~~third~~from ~~party partner manufactures~~ the ~~technology~~Barnett toShale ~~hold~~and ~~10 mm., it is possible~~Marble ~~that~~Falls ~~the~~Formations ~~user~~in ~~will actually include two doses. There is no mechanism to limit the intake of the medication if the user does not regulate~~ this ~~measurement~~prospect ~~himself or herself~~area.

The design and development of a commercial product will be carried out by third party partners who agree to license the design and pay a portion of future royalties to maintain the license on an ongoing basis. We have not generated any revenues to date and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees other than our Officers, who are also our Directors.Competition

~~Due~~We compete towith ~~our~~other ~~management’s~~companies ~~inexperience~~for financing and for the acquisition of new oil and gas properties. Many of the oil and gas exploration companies with which we docompete ~~not~~have ~~know~~greater ~~the~~financial ~~exact~~and ~~extent~~technical resources than those available to ~~which~~us. ~~our~~Accordingly, ~~product~~these competitors ismay ~~subject~~be able to ~~the~~spend ~~Consumer~~greater ~~Product~~amounts ~~Safety~~on ~~Improvement~~acquisitions ~~Act~~of oil and gas properties of merit, ~~the~~on ~~FDA~~exploration ~~approval~~of their properties, ~~process~~and oron development of their properties. In addition, they may be able to afford more geological and other ~~government~~technical ~~regulations~~expertise in the targeting and ~~are~~exploration ~~therefore~~of ~~unable~~oil toand ~~evaluate~~gas ~~whether~~properties. aThis ~~potential~~competition ~~third-party~~could ~~manufacturer~~result orin ~~licensee~~competitors having properties of ~~may~~greater bequality ~~exposed~~and interest to ~~penalties~~prospective investors who may finance additional exploration and ~~sanctions~~development. This competition could have an adverse impact on our ability to achieve the financing necessary for ~~noncompliance~~us to conduct further exploration of our acquired properties.

We will ~~have~~also ~~never~~compete ~~declared~~with ~~bankruptcy, have~~other ~~never~~junior ~~been~~oil ~~in receivership,~~ and ~~have~~gas ~~never~~exploration ~~been~~companies ~~involved~~for infinancing ~~any~~from ~~legal~~a ~~action~~limited ornumber ~~proceedings. We have not made any significant purchase or sale~~ of ~~assets,~~investors ~~nor~~that ~~has the Company been involved in any mergers, acquisitions or consolidations. We~~ are ~~not a blank~~ ~~check~~prepared ~~registrant~~to asmake ~~that~~investments ~~term is defined~~ in ~~Rule~~junior ~~419(a)(2)~~oil ofand ~~Regulation~~gas Cexploration ofcompanies. ~~the~~The ~~Securities~~presence ~~Act~~ of ~~1933,~~competing ~~because~~junior weoil ~~have~~and agas ~~specific~~exploration ~~business~~companies ~~plan~~may ~~and~~have ~~purpose.~~an ~~Neither~~adverse ~~Baby~~impact ~~All~~on ~~Corp.,~~our ~~nor~~ability ~~its~~to ~~Officers,~~raise ~~Directors,~~additional ~~promoters~~capital orto ~~affiliates,~~fund ~~has~~our ~~had~~exploration ~~preliminary~~programs ~~contact~~if investors orare ~~discussions~~of ~~with,~~the ~~nor~~view dothat weinvestments ~~have~~in ~~any~~competitors ~~present~~are ~~plans,~~more ~~proposals,~~attractive ~~arrangements~~based oron ~~understandings~~the ~~with~~merit ~~any representatives~~ of the ~~owners~~ ofoil ~~any~~and ~~business~~gas orproperties ~~company~~under ~~regarding~~investigation and the ~~possibility~~price of anthe ~~acquisition~~investment oroffered ~~merger~~to investors.

~~Employees~~We also compete with other junior and senior oil and gas companies for available resources, including, but not limited to, professional exploration and production, geological and engineering personnel services and supplies, for the drilling completion and production of hydrocarbon resources.

~~Other than our current Directors and officers, we have~~Intellectual ~~two part-time employees..~~Property

~~Transfer~~We do ~~Agent~~not own any copyrights, patents, or trademarks. We own the Internet domain name www.sfpetro.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names. During each of the last two fiscal years, we had no expenditures on research and development activities.

We have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.3

~~Item 1A. Risk Factors~~ Governmental Regulation

InOur oil ~~addition~~and gas operations are subject to ~~the~~various ~~risk~~federal, ~~factors~~state, ~~described~~and inlocal ~~our~~governmental ~~Registration~~regulations. Matters subject to regulation ~~Statement~~include ondischarge ~~Form~~permits S1for drilling operations, asdrilling ~~filed~~and ~~with~~abandonment bonds, reports concerning operations, the ~~Securities~~spacing of wells, pooling of properties, and ~~Exchange~~taxation. ~~Commission~~From time to time, regulatory agencies have imposed price controls and ~~although~~limitations on ~~smaller~~production ~~reporting~~by ~~companies~~restricting the rate of flow of oil and gas wells below actual production capacity to conserve supplies of oil and gas. The production, handling, storage, transportation, and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are ~~not~~also ~~required~~subject to regulation under federal, state, and local laws and regulations relating primarily to ~~provide~~the protection of human health and the environment. State and local laws and regulations may affect the prices at which royalty owners are paid for their leases by requiring more stringent disclosure and ~~pursuant~~certification torequirements, ~~this~~adjusting ~~Item~~interest rates for late payments, ~~your~~raising ~~attention~~legal isand ~~directed~~administrative costs and imposing more costly default contractual terms. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ~~following~~ultimate ~~risk~~cost ~~factor~~of ~~that~~compliance ~~relates~~with tothese ~~our~~requirements ~~business~~or their effect on our operations.

5Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases, or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned, and reclaimed to the satisfaction of the applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. The discharge of oil or gas or other pollutants into the air, soil, or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge. We cannot assure you that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development, or exploration activities or otherwise adversely affect our financial condition, results of operations, or prospects. We could incur significant liability for damages, clean-up costs, and penalties in the event of discharges into the environment, environmental damage caused by us or previous owners of our property, or non-compliance with environmental laws or regulations. In addition to actions brought by governmental agencies, we could face actions brought by private parties or citizens groups. Any of the foregoing could have a material adverse effect on our financial results.

~~We do not have sufficient cash~~Failure to ~~fund~~comply ~~our~~with ~~operating~~environmental ~~expenses~~laws ~~for~~could ~~the~~result ~~next~~in ~~twelve~~fines ~~months,~~or ~~and~~penalties ~~plan~~being owed to ~~seek~~third ~~funding~~parties ~~through~~or ~~the~~governmental ~~sale~~entities, ~~of our common stock. Without~~the ~~significant~~payment ~~improvement~~of inwhich ~~the~~could ~~capital~~have ~~markets,~~a wematerial ~~may~~adverse ~~not~~effect beon ~~able to sell~~ our ~~common~~financial ~~stock~~condition ~~and~~or ~~funding~~results ~~may~~of ~~not be available for continued~~ operations.

~~There is not enough cash on hand~~The toCompany ~~fund~~believes ~~our~~that ~~administrative~~through ~~and~~its ~~other~~affiliate ~~operating expenses or our proposed research and development program for the next twelve months. In addition~~entities, weit ~~will~~has ~~require~~all ~~substantial~~required ~~new capital following the development of a strategic marketing plan for bringing our product to global markets in order to actually market~~permits, ~~arrange for the manufacturing of~~licenses, approvals and ~~sell~~other ~~our product. Because we do not expect~~authorizations tothat ~~have~~are ~~any~~necessary ~~cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in the form of loans from current stockholders and/~~or ~~from~~required ~~public~~as ~~and private equity offerings. Our ability to access capital will depend on our success in implementing our business plan. It will also depend upon the status~~ of the ~~capital~~date ~~markets at the time such capital is sought. Without significant improvement in the capital markets, sufficient capital may not be available and the implementation~~ of ~~our~~this ~~business~~Annual ~~plan could be delayed~~Report. ~~If we are unable to raise additional funds in the future, we may have to cease all substantive operations.~~

~~Item 1B. Unresolved Staff Comments~~Employees

~~None~~We currently have no employees. Our officers and other personnel currently provide their services pursuant to oral consulting agreements, and we plan to enter into written agreements with these individuals in the future. Until the scope of our operations warrants otherwise, we plan to outsource independent consultant engineers and geologists on a part time basis to conduct our operations.

~~Item 2. Properties~~Facilities

.Our executive ~~Offices~~offices are located at ~~the~~4011 ~~Premises~~W. ofPlano ~~the~~Parkway, ~~CEO~~Suite ~~c/o Efrat~~126, ~~Schwartz~~Plano, 17Texas ~~Harav~~75093, ~~Frank~~where ~~Street~~we ,occupy ~~Jerusalem~~approximately 1,000 ~~Israel~~square feet of office space. We pay $1,211 ~~96387~~per month to lease this office space from an unaffiliated third party. The term of our lease is month-to-month. We believe that our current office space and facilities will have to be expanded in the near future to meet our growth plans.

~~Item~~Reports to 3.Security ~~Legal Proceedings.~~Holders

~~There~~At the ~~are~~current notime, ~~pending~~we ~~legal~~are ~~proceedings~~ subject to ~~which~~the reporting requirements of the ~~Company~~Securities isExchange aAct ~~party~~of or1934, inas ~~which~~amended ~~any~~(the ~~Director~~“Exchange Act”), ~~officer~~pursuant orto ~~affiliate~~Section 15(d) of the ~~Company,~~Exchange ~~any~~Act. ~~owner~~We ofare ~~record~~currently ornot ~~beneficially~~subject to the reporting requirements of Section 12 of ~~more~~the ~~than~~Securities 5%Exchange Act of 1934, as amended. The public may read and copy any ~~class~~materials ofwe ~~voting~~file ~~securities~~with ofthe Securities and Exchange Commission (the ~~Company~~“SEC”) at the SEC's Public Reference Room at 100 F Street, orNE., ~~security~~Washington, ~~holder~~DC 20549, ison aofficial ~~party~~business ~~adverse~~days toduring the ~~Company~~hours orof ~~has~~10 a.m. to 3 p.m. The public may obtain information on the operation of the ~~material~~Public ~~interest~~Reference ~~adverse~~Room toby calling the ~~Company~~SEC at 1-800-SEC-0330. The ~~Company’s~~SEC ~~property~~maintains isan ~~not~~Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the ~~subject~~SEC. ofThe ~~any~~address ~~pending~~of ~~legal~~that ~~proceedings~~site is http://www.sec.gov.

~~PART II~~Internet Website

~~Item~~Our Internet 4.website ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~is www.sfpetroleum.com.

~~Market Information~~4

~~Our common stock has just been declared eligible to be~~ITEM ~~traded on the Over-The-Counter Bulletin Board~~1A. RISK ~~( Symbol BABA) however the stock is not currently trading~~FACTORS

6As a smaller reporting company, we are not required to provide the information required by this item.

~~Holders~~ITEM 1B. UNRESOLVED STAFF COMMENTS

As a ~~of March~~smaller ~~22,~~reporting ~~2012~~company, ~~there~~we ~~were~~are ~~5,500,000~~not ~~common shares~~required ~~issued~~to ~~and~~provide ~~outstanding,~~the ~~which~~information ~~were~~required ~~held~~ by 42this ~~stockholders of record~~item.

~~Dividends~~ITEM 2. PROPERTIES

WeOur executive ~~have~~offices ~~never~~are ~~declared~~located orat ~~paid~~4011 ~~any cash~~W. ~~dividends~~Plano onParkway, ~~our~~Suite ~~common~~126, ~~stock~~Plano, ~~nor~~Texas do75093, where we ~~anticipate~~occupy ~~paying~~approximately ~~any~~1,000 insquare feet ~~the~~of ~~foreseeable~~office ~~future~~space. ~~Furthermore~~Effective August 2012, we ~~expect~~pay to$1,211 ~~retain any~~per ~~future~~month ~~earnings~~ to ~~finance~~lease ~~our~~this ~~operations~~office ~~and~~space ~~expansion.~~from ~~The~~an ~~payment~~unaffiliated ofthird ~~cash dividends in the future will be at the discretion~~party. ofThe ~~our~~term ~~Board~~ of ~~Directors and will depend upon~~ our ~~earnings~~lease ~~levels,~~is ~~capital requirements, any restrictive loan covenants and other factors the Board considers relevant~~month-to-month.

~~Equity~~As of ~~Compensation~~March ~~Plans~~31, 2013, we had leases for oil and gas rights to approximately 1,704.528 gross acres of undeveloped acreage and 1704.528 net acres of undeveloped property, all of which is located in Comanche and Brown Counties in Texas. We do not have any reserves, proved undeveloped reserves, oil and gas production, drilling or other exploratory and development activities, present activities or delivery commitments as oil and gas company is required to disclose pursuant to Subpart 1200 or Regulation S-K under the Securities Act.

~~We do not have any equity compensation~~ITEM ~~plans~~3. LEGAL PROCEEDINGS

~~Recent~~We are ~~Sales~~not ofparty ~~Unregistered~~to ~~Securities;~~any ~~Use~~litigation, ofarbitration, ~~Proceeds~~administrative actions or other legal proceedings, and our management is not aware ~~from~~of ~~Registered~~any ~~Securities~~such proceedings contemplated by any government authority or other party involving the Company including outstanding compensation totaling $35,000.

InAs of ~~January~~the ~~2012~~date ~~the~~of ~~Company~~this ~~issued~~Annual 2Report,~~500~~ no director,~~000~~ ~~free~~officer ~~trading~~or affiliate (i) is a party adverse to us in any legal proceeding, or ~~shares~~(ii) ~~pursuant~~has an adverse interest to ~~the~~us ~~effective~~in S1any ~~registration~~legal ~~Statement~~proceeding. ~~declared~~Management ~~effective~~is bynot ~~the~~aware ~~SEC~~of onany ~~January~~other 9legal ~~2012~~proceedings pending or threatened against the Company.

~~Purchases of Equity Securities~~ITEM by4. MINE ~~the~~SAFETY ~~Small Business Issuer and Affiliated Purchasers~~DISCLOSURE

~~We have not repurchased any shares of our common stock~~Not ~~during the fiscal year ended December 31, 2011~~Applicable.

~~Item~~ 5~~. Selected Financial Data.~~

~~A smaller reporting company is not required to provide~~PART ~~the information required by this item.~~II

~~Item 6~~ITEM 5. MARKET FOR ~~Management~~REGISTRANT’sS ~~Discussion~~COMMON ~~and~~EQUITY, ~~Analysis~~RELATED ofSTOCKHOLDER ~~Financial~~MATTERS ~~Condition~~AND ~~and~~ISSUER ~~Results~~PURCHASES ofOF ~~Operations.~~EQUITY SECURITIES

~~Certain statements contained~~Market in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of Baby All Corp and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.Information

~~All~~Our common ~~forward-looking~~stock ~~statements~~is ~~speak only~~traded ason ofthe Over the ~~date~~Counter onBulletin ~~which~~Board ~~they~~(“OTCBB”) ~~are~~under ~~made.~~the Wesymbol ~~undertake~~“SFPI”. noThe ~~obligation~~market for toour ~~update~~common ~~such~~stock ~~statements~~is tolimited, ~~reflect~~volatile ~~events~~and ~~that~~sporadic. ~~occur~~The ~~or circumstances~~first ~~that~~quotation ~~exist~~for ~~after~~our ~~the~~common ~~date~~stock on ~~which~~the ~~they~~OTCBB ~~are~~occurred ~~made~~on May 31, 2012.

~~This Management’s Discussion~~The ~~and~~following ~~Analysis~~table orsets ~~Plan~~forth, offor ~~Operations~~the ~~(“MD&A”)~~periods ~~section of this Report discusses our results of operations~~indicated, ~~liquidity and~~the ~~financial~~high ~~condition,~~ and ~~certain~~low ~~factors~~bid ~~that~~prices ~~may~~of ~~affect~~ our ~~future~~common ~~results.~~stock ~~You~~as ~~should~~reported ~~read~~on ~~this~~the ~~MD&A in conjunction with our audited financial statements and accompanying notes included in this Report~~OTCBB. ~~This plan of operation contains forward-looking~~ ~~statements that involve risks, uncertainties, and assumptions.~~ The ~~actual~~following ~~results~~quotations ~~may~~reflect ~~differ materially from those anticipated in these forward~~inter-~~looking~~dealer ~~statements~~prices, aswithout aretail ~~result of certain factors~~mark-up, ~~including~~markdown, ~~but~~or ~~not limited to~~commissions, ~~those~~and ~~presented~~may ~~under~~not ~~“Risk Factors”~~reflect ~~or elsewhere in this Report~~actual transactions.

	High Bid		Low Bid

Fiscal Year 2013 – quarter ended
March 31, 2013	$	2.27	$	0.19

Fiscal Year 2012 – quarter ended
December 31, 2012	$	2.05	$	1.05
September 30, 2012	$	2.65	$	0.80
June 30, 2012	$	2.45	$	2.20

~~Plan~~The last reported sales price for our shares on the OTCBB as of ~~Operation~~March 28, 2013, was $0.43 per share. As of March 31, 2013, we had 87 shareholders of record.

~~Baby All’s infant medicine~~Dividend dispenser, which is a specially designed infant feeding-type bottle, allows parent and other care givers to administer liquid medications to infants in a more convenient and familiar structure. The design, development, manufacturing, and marketing of a commercial product will be carried out by 3 rd party partners who agree to license the design and pay a portion of future royalties to maintain the license on an ongoing basis.Policy

AsNo dividends ~~soon~~have asbeen ~~the~~declared ~~company~~or ~~starts~~paid ~~to raise~~on ~~equity~~our ~~(following~~common ~~the~~stock. ~~S-1~~We ~~becoming~~have ~~effective),~~incurred itrecurring ~~will~~losses ~~begin~~and todo ~~use~~not ~~raised~~currently ~~proceeds~~intend to ~~spearhead the marketing campaign needed~~pay toany ~~identify~~cash ~~and~~dividends ~~come~~in tothe ~~exclusive~~foreseeable ~~agreements with one or more third party manufacturers~~future.

~~THIRD-PARTY~~Securities Authorized ~~MANUFACTURERS~~For Issuance under Compensation Plans

~~We will seek third parties to design,~~The ~~develop,~~Company ~~manufacture,~~has ~~and~~no ~~market~~outstanding aequity ~~product~~award ~~based on our design patent number 380828~~plans. These third party partners will enter into an agreement with Baby All to license the design and pay an upfront licensing fee and / or a portion of future royalties to maintain the license on an ongoing basis.

~~INTELLECTUAL~~Warrants, Options ~~PROPERTY~~and Convertible Securities

OnAs of ~~December~~March 1331, ~~2010~~2013, we ~~signed a~~had ~~Design~~6,764,856 ~~Patent~~warrants ~~Transfer~~issued and ~~Sale Agreement with Mrs~~outstanding. ~~Julie~~These ~~Franchi,~~warrants inare ~~relation~~all toexercisable ainto ~~design~~shares ~~patent (Design~~of ~~Patent~~our ~~number:~~common ~~380828),~~stock ~~licensing~~at ~~all~~$0.50 ~~rights,~~per ~~title~~share and ~~interest~~were ~~in, an infant medicine dispenser. The Patent was~~ issued onpursuant ~~September~~to 1,the ~~1998 and~~terms ~~will~~of ~~expire~~the onExchange ~~August 31, 2015~~Agreement. ~~No other trademarks, licenses, franchises, concessions, royalty agreement s or labor contracts are in effect regarding this prospectus.~~

~~COMPETITION~~As of March 31, 2013, we had $444,148 of unsecured convertible notes outstanding that are convertible into 1,776,592 shares of our common stock.

~~While there are many medical dispensers~~Recent onSales ~~the market designed for infants, not all are designed to take into account the special needs~~ of ~~infants.~~Unregistered Many are designed to prevent use by children, rather than focus on children as the potential patient needing medication. Many, like US Patent 5947329 (Medicine Dispenser), provide a method for dispensing medication in pill format, rather than liquid. The medicine dispenser described in this patent provides a challenge for children to gain access to the contents, while allowing relatively easy access to adults. It does not enable administering liquid medications to children or provide a method for measuring this liquid.Securities

~~Other products currently available~~On onApril ~~the market include several devices shaped to please a child~~2, ~~but none are designed as our product. The market offerings include pacifier-type devices which would be strange for a child that is not accustomed to using a pacifier~~2013, orwe ~~even,~~issued ~~specifically~~100,000 ~~that type~~shares of ~~pacifier.~~common ~~Further,~~stock ~~there~~to is a ~~device~~consulting ~~shaped~~company ~~like an elephant. While this will entertain the child, it is not~~ in aexchange ~~form to~~for ~~which~~one ~~the~~month ~~child is accustomed to seeing or putting in his or her mouth. Our product has the familiar shape and feel~~ of ~~a standard bottle and nipple, so even very young children are comfortable with the familiarity of the design~~services. ~~As we are interested in finding a third party partner to help us bring our product to the market, Baby All and its product do not yet have any position in the market.~~

~~US Patent 5620462 (Liquid~~On ~~vitamin~~February ~~and medicine dispenser for infants and toddlers) is for a liquid vitamin and medicine dispenser for infants and toddlers~~7, ~~comprising~~ ~~a flexible mask contoured to the shape of a mouth of an infant/toddler to provide support. A lock assembly is centrally mounted into the flexible mask. Unlike the Baby All design~~2013, ~~this~~we ~~patent~~issued ~~does not provide the same familiar experience as a standard bottle~~100,000 ~~thus~~shares ~~we do not believe infants will adapt~~ to ~~the~~a ~~shape~~financial ~~and~~advisor ~~design~~in asexchange ~~easily~~for asits weassistance ~~expect~~in ~~they will adapt to~~ our ~~design. Furthermore,~~capital ~~our~~raising ~~design provides a removable cover that would make our infant medicine dispenser portable~~efforts.

~~We are not aware of any products~~These ~~currently~~issuances ~~being~~were ~~sold~~made in ~~the~~reliance ~~market~~under ~~that~~Section ~~prevent~~4(2) of the ~~administration~~Securities ofAct. ~~incorrect~~The ~~dosages~~Company ofhas ~~liquid~~previously ~~medication~~reported toall ~~infants.~~ other issuances ~~Our~~of ~~proposed~~unregistered ~~product~~equity ~~differs~~during ~~from~~the ~~products~~year ~~currently~~ended ~~being~~December ~~sold~~31, in2012 ~~that~~and itthrough ~~is designed~~ to ~~prevent~~ the ~~administration~~date of ~~incorrect dosages~~this ~~of liquid medicine~~report.

Because we do not plan to design and manufacture a product based on our design patent, we cannot fully determine how a product would appear. We plan to license the existing design, which includes space for a corporate logo and branding elements but which could be combined with other patented or non-patented ideas to create a similar, but not identical product as compared to the design patent 380828.6

~~Liquidity~~ITEM 6. SELECTED ~~and~~FINANCIAL ~~Capital Resources~~DATA

As ~~of December 31, 2011 we had $300 in~~ ~~cash. We incurred~~ a ~~net~~smaller ~~loss~~reporting ~~of $33~~company,~~570~~ ~~for~~we ~~the~~are ~~fiscal~~not ~~year~~required ~~ended~~to ~~December~~provide ~~31, 2011 as compared with a net loss of $10,455 for~~ the ~~period~~information ~~December~~required 31under ~~2010. Our~~this ~~cumulative net loss since inception is $44,025, which is comprised entirely of general and administrative expenses~~ item.

~~The~~ITEM ~~Company does not believe that its cash resources will be sufficient to fund its expenses over the next 12 months~~7. ~~There~~MANAGEMENT’S ~~can~~DISCUSSION beAND noANALYSIS ~~assurance~~OF ~~that~~FINANCIAL ~~additional~~CONDITION ~~capital will~~AND beRESULTS ~~available~~OF to the Company. The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.OPERATIONS

8The following discussion should be read in conjunction with the financial information included elsewhere in this Annual Report, including SFO’s audited financial statements for the year ended December 31, 2011.

~~Lack of Insurance~~Business Overview

~~The~~We ~~Company~~are ~~currently~~a development ~~has~~stage nooil ~~insurance in~~and ~~force~~gas ~~for~~company ~~its~~led ~~office~~by ~~facilities~~an experienced management team and ~~operations~~focused on production of oil and itnatural ~~cannot~~gas. Our bebusiness ~~certain~~plan is ~~that~~to itacquire oil ~~can~~and ~~cover~~gas ~~the~~properties for ~~risks~~appraisal and ~~associated~~development. We will employ strict selection guidelines for our projects including but not limited to, priority to projects with ~~such~~near ~~lack~~term cash flow potential, pay-back period, quantity and quality of ~~insurance~~oil orand ~~that~~gas itreserves ~~will~~and beutilizing ~~able~~premier tooilfield ~~obtain~~services and~~/or~~ engineering ~~maintain~~firms ~~insurance~~in analyzing and conducting our operations. Until we form a subsidiary that is qualified to ~~cover~~be ~~these~~the operator, ~~risks~~an ataffiliated ~~economically~~company ~~feasible~~will ~~premiums~~act as contract operator.

~~Going~~In ~~Concern~~1997 ~~Consideration~~our chairman of the board, Tom Griffin, established Santa Fe Petroleum, LLC, a Texas limited liability company engaged in oil and gas operations (“SFP2”) that subsequently ceased operations and forfeited its status with the Texas Secretary of State in 2006. In 2010, Mr. Griffin formed a new entity, SFP, as a business to engage in oil and gas exploration and production. SFP2 successfully drilled 25 vertical and horizontal wells in East Texas for investors in those projects. As of the date of this Annual Report, SFP is a holding company with no oil and gas operations, and we have no ownership in the prior business or wells drilled in East Texas. In December 2009, that business drilled the Test Well on a 76-acre lease in the Bend Arch-Fort Worth Basin in Texas. Baker Hughes, a top-tier oilfield services company, interpreted the logs and Weatherford Laboratories, who is engaged in all facets of rock and fluid analysis for the purpose of evaluating hydrocarbon resources around the world, analyzed the core samples. The side-wall core samples were taken every two feet beginning a few feet below the Barnett Shale in the Ellenberger formation and above the Barnett Shale a few feet in the Marble Falls formation. The results show oil exists in a porous, 101-feet-thick blanket formation with the top of the formation at the initial test-well location at a depth of approximately 2,600 feet below the surface.

~~Our~~In ~~registered~~order to ~~independent~~exploit ~~auditors have~~this ~~issued~~opportunity, anMr. ~~opinion~~Griffin onand ~~our~~the ~~financial~~investors ~~statements~~in ~~which~~the ~~includes~~Test aWell ~~statement~~formed ~~describing~~SFO, ~~our~~a ~~going~~Delaware ~~concern~~corporation, ~~status~~in 2011. ~~This~~SFO’s wholly ~~means~~owned ~~that there~~subsidiary, isSFL, ~~substantial~~which ~~doubt~~was ~~that~~originally weincorporated ~~can~~in ~~continue~~Texas asin an2009, onowns the 76-~~going~~acre ~~business~~oil ~~for~~and gas lease and the ~~next~~Test Well. 12On ~~months~~the ~~unless~~date weof ~~obtain~~the ~~additional~~Exchange, ~~capital to~~May ~~pay~~10, ~~our~~2012, ~~bills~~SFO and ~~meet~~SFL became our ~~other~~wholly ~~financial~~owned ~~obligations~~subsidiaries. Aside ~~This~~from isacquiring ~~because~~the weTest Well and associated leases, SFO and SFL have not ~~generated~~conducted any ~~revenues~~operations and nohave ~~revenues~~not ~~are~~begun ~~anticipated~~oil ~~until~~and wegas ~~begin~~production ~~marketing~~from the ~~product~~Test Well. In ~~Accordingly~~October 2012, weSFPI ~~must~~attempted ~~raise~~to ~~capital~~provide a high-conductivity path from ~~sources~~the suspected reservoir to ~~other~~the ~~than~~test well bore using an acid frac treatment. The treatment was unsuccessful due to fracing into the ~~actual~~Ellenberger ~~sale~~(which ofis below the Barnett Shale formation) watering out the well, Due to the high volume of water production it would take to produce the ~~product.~~oil Wein ~~must~~the ~~raise~~Barnett ~~capital~~Shale, we do not anticipate developing the Test Well but instead intend to ~~implement~~use ~~our~~it ~~project~~for ~~and~~a ~~stay~~water disposal well for new drilling operations in ~~business~~the future.

~~Recently~~The ~~issued~~Company believes ~~accounting~~that for the foreseeable future, the world will be highly dependent on oil and natural gas. Currently, alternative fuels ~~pronouncements~~are far more expensive than fossil fuels and because of the politically unstable conditions of many of the energy producing regions of the world, the Company believes that oil and natural gas will remain a key yet volatile component of the world’s future energy requirements. Additionally, with the ever increasing world demand for energy, the domestic production of oil and gas will play an even greater role in America’s future than it already has to date.

In March 2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.” SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 (FASB ASC 815) requires:7

·Results ~~disclosure~~ of ~~the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;~~operations

·Going ~~disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;~~Concern:

·As ~~disclosure~~reflected in the accompanying consolidated financial statements, the Company had a net loss of, ~~information~~$541,590 ~~about~~for ~~credit-risk-related~~the ~~contingent~~period ~~features;~~from May 11, 2011 (commencement of operations) through December 31, 2011, a net loss of $669,211 for the year ended December 31, 2012 and a net loss of $1,210,801 since inception at May 11, 2011. Additionally, at December 31, 2012, the Company had cash of only $33,901, a working capital deficit of $1,106,791 and an accumulated deficit of $1,210,801, which could have a material impact on the Company’s financial condition and operations.

·The time required for us to become profitable is highly uncertain, and ~~cross-reference~~we cannot assure you that we will achieve or sustain profitability or generate sufficient cash flow from ~~the~~operations ~~derivative~~to ~~footnote~~meet our planned capital expenditures and working capital requirements. Our ability to obtain additional financing from other ~~footnotes~~sources also depends on many factors beyond our control, including the state of the capital markets and the prospects for our business. The necessary additional financing may not be available to us or may be available only on terms that would result in ~~which~~further ~~derivative-related~~dilution ~~information~~to isthe ~~disclosed~~current owners of our common stock.

SFAS No. 161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements. Revenues:

~~On May 9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “~~The ~~Hierarchy~~Company ~~of Generally Accepted Accounting Principles.” SFAS No. 162 (FASB ASC 105)~~ is ~~intended~~in tothe ~~improve financial reporting by identifying a consistent framework, or hierarchy, for selecting~~development ~~accounting~~stage ~~principles~~and tohas benot ~~used~~obtained inrevenue ~~preparing~~under ~~financial~~its ~~statements~~business ~~that are presented in conformity with U~~plan.~~S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.~~

~~Prior~~Operating to the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.” SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.Expenses:

~~The~~Operating ~~sources~~expenses ofincreased $127,621, ~~accounting~~or ~~principles~~23.6%, to $669,211 for the year ended December 31, 2012, from $541,590 for period from May 11, 2011, (commencement ~~that~~of ~~are~~operations) ~~generally~~through ~~accepted~~December 31, 2011. Total operating expenses since inception are ~~categorized~~$1,210,801. The increase was primarily from a $107,673 increase in ~~descending~~combined ~~order~~professional asand ~~follows:~~consulting expenses related to costs from the recapitalization and Share Exchange and other costs from becoming a publicly traded company. This increase was offset somewhat from an $44,837 decrease in compensation expense from the reduction in employees of the company.

~~a. FASB Statements of Financial Accounting Standards and Interpretations~~Capital Commitments, ~~FASB~~Capital ~~Statement~~Resources ~~133 Implementation Issues, FASB Staff Positions,~~ and ~~American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.~~Liquidity

bCapital commitments. The Company’s ~~FASB~~primary ~~Technical~~needs ~~Bulletins~~for cash are (i) to fund drilling and, ifdevelopment ~~cleared~~costs byassociated ~~the~~with ~~FASB~~well development within its leasehold properties, ~~AICPA~~(ii) ~~Industry~~the further ~~Audit~~acquisition of additional leasehold assets, and ~~Accounting~~iii), ~~Guides~~the payment of contractual obligations and ~~Statements~~working capital obligations. The Company intends to initially fund these cash needs through the sale of ~~Position~~equity from a $10 million private placement of common stock as discussed below. Subsequently, it intends to supplement these funds through a combination of internally-generated cash flows from operations and equity and or debt financing sources.

cCapital resources and liquidity. The Company’s ~~AICPA~~primary ~~Accounting~~capital ~~Standards~~resources ~~Executive~~from ~~Committee~~May ~~Practice~~11, ~~Bulletins~~2011, ~~that~~(commencement of operations) through December 31, 2012, have been from ~~cleared~~funds provided by ~~the~~affiliated ~~FASB,~~related ~~consensus~~parties ~~positions~~and ofcash proceeds from the ~~FASB~~issuance ~~Emerging~~of ~~Issues~~common ~~Task~~stock ~~Force~~pursuant to a private placement memorandum (~~EITF~~“PPM”),. ~~and~~The ~~the~~Company ~~Topics~~believes ~~discussed~~that init ~~Appendix~~will Draise sufficient cash proceeds from the sale of ~~EITF~~common ~~Abstracts~~stock to ~~(EITF~~meet Dboth our short-~~Topics)~~term working capital requirements and our twelve month capital expenditure plans.

dCash flow from operating activities. The Company ~~Implementation~~used ~~guides~~$249,017 ~~(Q&As)~~of ~~published~~cash byfrom operating activities for the ~~FASB~~year ~~staff,~~ended ~~AICPA~~December ~~Accounting~~31, ~~Interpretations~~2012, ~~AICPA~~and ~~Industry~~no ~~Audit~~cash ~~and~~flow ~~Accounting~~from ~~Guides~~operating ~~and~~activities for ~~Statements~~the ofperiod ~~Position~~from ~~not~~May ~~cleared~~11, by2011, ~~the~~(commencement ~~FASB~~of operations) through December 31, ~~and~~2011. ~~practices~~The ~~that~~cash ~~are~~used ~~widely~~in ~~recognized~~operations ~~and~~in ~~prevalent~~2012 ~~either~~resulted from ~~generally~~a ornet loss of $669,211 offset by cash provided by increases in ~~the~~accounts ~~industry~~payable of $216,168, accrued liabilities of $22,500 and accrued compensation of $150,000.

9Cash flow used in investing activities. The Company had $86,071 of cash used in investing activities for the year ended December 31, 2012, and no cash flow from investing activities for the period from May 11, 2011, (commencement of operations) through December 31, 2011. The cash used in investing activities is entirely due to further expenditures related to the oil and gas properties under lease.

~~SFAS~~Cash flow Nofrom financing activities. The ~~162~~Company ~~(FASB~~had ~~ASC~~$368,989 ~~105)~~of isnet ~~effective 60~~cash ~~days~~flow ~~following~~from financing activities for the year ~~SEC’s~~ended ~~approval~~December of31, ~~the~~2012, ~~Public~~and ~~Company~~no ~~Accounting~~cash ~~Oversight~~flow ~~Board~~from ~~amendment~~financing toactivities ~~its~~for ~~authoritative~~the ~~literature. It~~period isfrom ~~only~~May ~~effective~~11, ~~for~~2011, ~~nongovernmental~~(commencement ~~entities;~~of ~~therefore~~operations) through December 31, ~~the~~2011. ~~GAAP~~The ~~hierarchy~~net ~~will~~cash ~~remain~~provided by financing in ~~SAS~~2012 69is ~~for~~entirely ~~state~~from ~~and~~the ~~local~~private ~~governmental entities~~placement ~~and~~of ~~federal~~common ~~governmental~~stock ~~entities~~by the company. The ~~management~~Company ofissued ~~the~~1,319,450 ~~Company~~of ~~does~~shares ~~not~~of ~~expect~~its ~~the~~$0.0001 ~~adoption~~par ofvalue ~~this~~common ~~pronouncement~~stock ~~to have~~at aprices ~~material~~ranging ~~impact~~from on$0.25 ~~its~~to $0.50 ~~financial~~per ~~statements~~share.

OnLiquidity. At ~~May~~December 2631, ~~2008~~2012, the ~~FASB~~Company ~~issued FASB~~had ~~Statement No. 163~~$33,901 ~~(FASB~~of ~~ASC~~cash ~~944)~~and ~~“Accounting~~cash ~~for~~equivalents ~~Financial~~and ~~Guarantee~~had ~~Insurance~~no ~~Contracts.”~~cash ~~SFAS~~and ~~No.~~cash ~~163~~equivalents ~~(FASB ASC~~at ~~944)~~December ~~clarifies how FASB Statement No~~31, 2011. 60Additionally, ~~“Accounting~~at ~~and~~December ~~Reporting~~31, ~~by Insurance Enterprises” (“SFAS No. 60”)~~2012, ~~applies~~the toCompany ~~financial~~had ~~guarantee~~a ~~insurance~~working ~~contracts~~capital ~~issued~~deficit byof ~~insurance enterprises~~$1,106,791 ~~including~~and ~~the~~a ~~recognition~~deficit ~~and~~accumulated ~~measurement~~during ofthe ~~premium~~development ~~revenue~~stage ~~and~~of ~~claim liabilities~~$1,210,801. ~~It also requires expanded disclosures about financial guarantee insurance contracts.~~

~~The~~A ~~accounting~~critical ~~and~~component ~~disclosure requirements~~ of ~~SFAS~~our ~~No.~~operating plan ~~163~~is ~~(FASB~~the ~~ASC~~ability ~~944) are intended~~ to ~~improve~~obtain ~~the~~additional ~~comparability~~capital ~~and~~through ~~quality~~additional ofequity ~~information~~or ~~provided~~debt ~~to users of financial statements by creating consistency~~financing. ~~Diversity~~ ~~exists~~We indo ~~practice~~not inbelieve ~~accounting~~that ~~for~~existing ~~financial guarantee insurance contracts~~capital ~~by insurance enterprises under SFAS No. 60, “Accounting~~ and ~~Reporting~~anticipated byfunds ~~Insurance~~from ~~Enterprises.” That~~operations ~~diversity results~~will inbe ~~inconsistencies~~sufficient into ~~the~~execute ~~recognition~~our ~~and~~strategic ~~measurement~~plan ofduring ~~claim~~2013 ~~liabilities~~without ~~because~~either ofequity ~~differing~~or ~~views about when a loss~~debt ~~has been incurred under FASB Statement No~~financing.. 5,We ~~“Accounting~~cannot ~~for~~ensure ~~Contingencies”~~that ~~(“SFAS~~financing ~~No.~~will ~~5”). SFAS No.~~be ~~163~~available ~~(FASB~~in ~~ASC~~amounts ~~944)~~or ~~requires~~on ~~that~~terms anacceptable ~~insurance~~to ~~enterprise~~us, ~~recognize~~if aat ~~claim~~all, ~~liability~~and ~~prior~~failure to secure anthe ~~event~~necessary offinancing ~~default~~could ~~when~~have ~~there is~~a ~~evidence~~significant ~~that~~impact ~~credit~~on ~~deterioration~~our ~~has~~ability ~~occurred~~to incontinue anas ~~insured~~a ~~financial~~going ~~obligation~~concern. It ~~also~~We ~~requires~~plan ~~disclosure~~to ~~about~~seek additional ~~(a)~~capital in the ~~risk-management~~future ~~activities used by an insurance enterprise~~ to ~~evaluate~~fund ~~credit~~growth ~~deterioration~~and inexpansion ~~its~~through ~~insured~~additional ~~financial~~equity ~~obligations and~~or ~~(b)~~debt ~~the~~financing. ~~insurance~~Such ~~enterprise’s~~financing ~~surveillance~~may ornot ~~watch~~be ~~list~~available.

~~SFAS~~We ~~No.~~anticipate ~~163~~incurring ~~(FASB~~operating losses ~~ASC~~over ~~944)~~the isnext ~~effective for~~twelve ~~financial~~months. ~~statements~~Our ~~issued~~lack ~~for~~of ~~fiscal~~operating ~~years~~history ~~beginning~~makes ~~after~~predictions ~~December~~of ~~15,~~future ~~2008,~~operating ~~and~~results ~~all~~difficult ~~interim~~to ~~periods~~ascertain. Our ~~within~~prospects ~~those~~must ~~fiscal years,~~be ~~except~~considered ~~for~~in ~~disclosures~~light ~~about~~of the ~~insurance~~risks, ~~enterprise’s~~expenses, ~~risk-management~~and ~~activities. Disclosures~~difficulties ~~about~~frequently ~~the insurance~~encountered ~~enterprise’s~~by ~~risk-management~~companies ~~activities~~in ~~are~~their early ~~effective~~stage ~~the~~of ~~first~~development, ~~period~~particularly ~~beginning~~companies ~~after~~in ~~issuance~~the ofoil ~~SFAS~~and Nogas exploration industry. ~~163 (FASB~~To ~~ASC~~address ~~944). Except~~these ~~for~~risks ~~those~~we ~~disclosures~~must, ~~earlier~~among other ~~application~~things, isimplement ~~not~~and ~~permitted. The~~successfully ~~management~~execute ofour ~~the Company~~business ~~does~~strategy. We may not ~~expect~~succeed ~~the~~in ~~adoption~~addressing ofsuch ~~this~~risks, ~~pronouncement~~and the failure to ~~have~~do ~~material~~so ~~impact~~materially onadversely ~~its~~affects our business prospects, financial ~~statements.~~condition, and results

On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:8

a. Determines whether a combination is a merger or an acquisition. b. Applies the carryover method in accounting for a merger. c. Applies the acquisition method in accounting for an acquisition, including determining which Plan of ~~the combining entities is the acquirer. d. Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.~~Operations

~~This~~ During 2013, ~~Statement~~if ~~also~~sufficient ~~improves~~funds are obtained, we plan to complete the test well that was originally drilled in December 2009 in the Barnett ~~information~~Shale into a ~~not~~water disposal well and drill a Marble falls horizontal well. The Marble Falls formation lies directly on top of the Barnett Shale formation. The Marble Falls Horizontal wells two to three counties north of our test well location have been very successful and cost approximately 60% less to drill than traditional vertical wells with potentially the same daily production as the Barnett five well projects that have been proposed. The Barnett projects include the drilling of four production wells, and one gas-injection well, for a total of five wells. It is projected that the initial projects will be drilled near the test-~~profit~~well location ~~entity~~due ~~provides~~to ~~about~~the ~~goodwill~~need ~~and~~to ~~other~~utilize ~~intangible~~the ~~assets~~converted ~~after~~test anwell ~~acquisition~~for byproduction ~~amending~~water ~~FASB~~disposal ~~Statement~~that both type projects will require. NoOn February 11, 2013, we completed the purchase of multiple leases totaling approximately 1,628 in the area of its test well in North Central Texas. This ~~142~~purchase, ~~Goodwill~~plus ~~and~~the ~~Other~~existing ~~Intangible~~76 ~~Assets~~acres that we already owned, brings the total of the Company’s holdings to ~~make~~1,704 itacres ~~fully~~for ~~applicable~~future drilling. With this added acreage, we expect to ~~not-~~plan for approximately 12-~~profit~~20 ~~entities~~drilling locations depending on the number of Marble Falls and Barnett Shale oil wells that are drilled respectively.

~~SFAS~~Critical ~~No.~~Accounting 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.Policies

OnOur ~~May~~critical ~~28,~~accounting ~~2009, the FASB issued~~policies ~~FASB~~are ~~Statement~~described ~~No.~~in ~~165~~Note 3, ~~(FASB ASC 855)~~ “~~Subsequent~~Summary ~~Events.” SFAS No. 165 (FASB ASC 855) establishes general standards~~ of ~~accounting~~Significant ~~for~~Accounting ~~and~~Policies” ~~disclosure~~ of ~~events~~the ~~that~~Notes ~~occur~~to ~~after~~ the ~~balance~~Consolidated ~~sheet date but before financial statements~~Financial ~~are~~Statements ~~issued~~on orpages ~~are~~F-7 ~~available~~ to ~~be issued~~F-10. ~~Specifically, Statement 165 (FASB ASC 855) provides:~~

1ITEM 7A. QUANTITATIVE ~~The~~AND ~~period~~QUALITATIVE ~~after~~DISCLOSURES ~~the~~ABOUT ~~balance~~MARKET sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. 2. The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. 3. The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.RISK

~~In accordance with this Statement,~~As ana ~~entity~~smaller ~~should~~reporting ~~apply the requirements to interim or annual financial periods ending after June 15~~company, ~~2009. The~~we ~~adoption of~~are ~~this pronouncement did~~ not ~~have~~required ato ~~material~~provide ~~impact on~~ the ~~financial~~information ~~statements~~required ofunder ~~the~~this ~~Company~~item.

In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.” SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.9

~~This statement is effective for~~ITEM ~~financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009~~8. ~~The management~~FINANCIAL ~~of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.~~STATEMENTS

~~In June 2009, the FASB issued FASB~~REPORT ~~Statement~~OF ~~No.~~INDEPENDENT ~~167,~~REGISTERED ~~(FASB~~PUBLIC ~~ASC~~ACCOUNTING 810) "Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.FIRM

~~This~~To ~~statement is effective as of~~ the ~~beginning~~ Board of ~~each~~Directors ~~reporting entity’s first annual reporting period that begins after November 15, 2009. The~~and ~~management~~Stockholders of ~~the~~Santa ~~Company~~Fe ~~does~~Petroleum, ~~not expect the adoption of this pronouncement to have material impact on its financial statements~~Inc.

~~In June 2009~~Plano, ~~the FASB issued FASB~~Texas Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.75093

~~SFAS~~We have Noaudited the accompanying consolidated balance sheet of Santa Fe Petroleum, Inc. ~~168~~as of December 31, 2012, and the related consolidated statements of operations, stockholders’ equity (~~FASB~~deficit), ~~ASC~~and ~~105~~cash flows for the year then ended and for the cumulative development stage period from May 11, 2011 (inception) isto ~~effective~~December 31, 2012. The consolidated financial statements of Santa Fe Petroleum, Inc. as of December 31, 2011 and for ~~interim~~the year then ended and ~~annual~~the ~~periods~~cumulative ~~ending~~consolidated ~~after~~statements ~~September~~of 15operations, ~~2009~~stockholders’ equity, and cash flows, from May 11, 2011 to December 31, 2011, were audited by other auditors whose report dated April 9, 2012, except for Note 10, as to which date is May 10, 2012, expressed an unqualified opinion on those statements. ~~The~~ ~~adoption~~Our report on the cumulative statements of ~~this~~operations, ~~pronouncement~~stockholders’ ~~did~~equity ~~not~~(deficit) ~~have~~and acash ~~material~~flows from May 11, 2011 to December 31, 2012, insofar as ~~impact~~it relates to amounts for the periods ended on or prior to December 31, 2011, is based solely on the report of the other auditors. Santa Fe Petroleum, Inc.’s management is responsible for these consolidated financial statements. ofOur ~~the~~responsibility ~~Company~~is to express an opinion on these consolidated financial statements based on our audits.

10We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Off~~In our ~~Balance~~opinion, ~~Sheet~~the ~~Arrangements~~consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Santa Fe Petroleum, Inc. as of December 31, 2012, and the consolidated results of its operations and its cash flows for the year then ended and from May 11, 2011 (inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

WeThe doaccompanying ~~not~~consolidated financial statements have ~~any~~been ~~off-balance~~prepared ~~sheet arrangements~~assuming ~~that~~the ~~have~~Company orwill ~~are~~continue ~~reasonably~~as ~~likely~~a togoing ~~have~~concern. aAs ~~current~~discussed orin ~~future~~Note ~~effect~~2 onto ~~our~~the consolidated financial ~~condition~~statements, ~~changes~~the inCompany ~~financial condition,~~has ~~revenues~~a orworking ~~expenses~~capital deficit, ~~results~~a ofdeficit ~~operations,~~accumulated ~~liquidity,~~during ~~capital~~the ~~expenditures,~~development orstage ~~capital~~and ~~resources~~has ~~that~~incurred significant ~~are~~losses ~~material~~since inception which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to ~~investors~~these matters are described in Note 2 to the consolidated financial statements. The 2012 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Item~~/s/KWCO, ~~6A. Quantitative and Qualitative Disclosures About Market Risk.~~PC

AKWCO, ~~smaller reporting company is not required to provide the information required by this item.~~PC

11Odessa, Texas

~~Item~~April 7.15, ~~Financial Statements and Supplementary Data.~~2013

~~BABY~~REPORT OF ~~ALL~~INDEPENDENT ~~CORP.~~REGISTERED PUBLIC ACCOUNTING FIRM

(ATo ~~DEVELOPMENT~~the ~~STAGE~~Board ~~COMPANY)~~of Directors and Stockholders of Santa Fe Operating, Inc.:

~~INDEX~~We TOhave ~~FINANCIAL~~audited ~~STATEMENTS~~the accompanying consolidated balance sheet of Santa Fe Operating, Inc. and Subsidiary (A Development Stage Company) (collectively the “Company”) as of December 31, 2011 and the related consolidated statements of operations, stockholders' equity, and cash flows for the period from May 11, 2011 (commencement of operations) through December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

~~DECEMBER~~We 31conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, ~~2011~~nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Report of Registered Independent Auditors	F-2
-Financial Statements
Balance Sheets as of December 31, 2011 and December 31, 2010	F-3
Statements of Operations for the Years Ended December 31, 2011 and 2010, and Cumulative from Inception	F-4
Statement of Changes in Stockholders’ Equity for the Period from Inception Through December 31, 2011	F-5
Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 And Cumulative from Inception	F-6
Notes to Financial Statements	F-7

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and the results of their operations and their cash flows for the period from May 11, 2011 (commencement of operations) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

~~F-1~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has an accumulated deficit, a working capital deficit and a net loss from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~REPORT OF REGISTERED~~/s/ ~~INDEPENDENT~~Rothstein ~~AUDITORS~~Kass

ToDallas, ~~the Board of Directors and Stockholders~~Texas

ofApril ~~Baby~~9, ~~All Corp.:~~2012

We have audited the accompanying balance sheets of Baby All Corp. (a Delaware corporation in the development stage) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the periods ended December 31, 2011 and 2010, and from inception (November 30, 2010) through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.F-1

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

SANTA FE PETROLEUM, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2011 AND 2012



	December 31,			December 31,
	2011			2012

ASSETS

Current assets
Cash and cash equivalents	$	—		$	33,901

Total current assets		—			33,901

Unevaluated oil and natural gas property, successful efforts method		494,132			736,676
Deferred offering costs		23,784			—

Total assets	$	517,916		$	770,577


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	203,338		$	419,506
Accounts payable, related parties		87,321			235,276
Accrued Liabilities		—			208,560
Accrued compensation		127,350			277,350

Total current liabilities		418,009			1,140,692


Commitments and contingencies		—			—

Stockholders' equity (deficit)
Common stock, $0.0001 par value, 200,000,000 shares authorized
33,478,261 and 40,797,711 shares issued and outstanding, respectively		3,348			4,080
Additional paid-in capital		638,149			836,606
Deficit accumulated during the development stage		(541,590	)		(1,210,801	)

Total stockholders' equity (deficit)		99,907			(370,115	)

Total liabilities and stockholders' equity (deficit)	$	517,916		$	770,577

InSee ~~our~~accompanying ~~opinion,~~notes ~~the financial statements referred~~ to ~~above~~consolidated ~~present fairly, in all material respects, the~~ financial position of Baby All Corp. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the periods ended December 31, 2011 and 2010, and from inception (November 30, 2010) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.statements

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note~~ F-2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Respectfully~~SANTA ~~submitted~~FE PETROLEUM, INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIOD FROM MAY 11, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2011 FOR THE YEAR ENDED DECEMBER 31, 2012 AND FOR THE PERIOD FROM MAY 11, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2012

Weinberg & Baer LLC


								Period from
		Period from						May 11, 2011
		May 11, 2011						(Inception of
		(Commencement of						Development
		Operations)			For the Year			Stage)
		through			Ended			to
		December 31, 2011			December 31, 2012			December 31, 2012
Costs and expenses
Lease operating expenses	$			$	7,975		$	7,975
Compensation		303,581			258,744			562,325
Professional		115,650			234,023			349,673
Consulting		96,200			85,500			181,700
Rent and office expenses		23,649			23,036			46,685
Other		2,510			59,933			62,443

Total expenses		541,590			669,211			1,210,801

Net loss	$	(541,590	)	$	(669,211	)	$	(1,210,801	)


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

Basic and diluted weighted average
shares outstanding		33,478,261			37,588,024


See accompanying notes to consolidated financial statements

~~Baltimore, Maryland~~F-3

January 18, 2012

SANTA FE PETROLEUM, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Period from May 11, 2011 (Commencement of Operations) through December 31, 2011
and the Year Ended December 31, 2012
								Deficit
								Accumulated
					Additional			During the			Total
	Common Stock				Paid - In			Development			Stockholders
		Shares		Amount		Capital			Stage			Equity (Deficit)
May 11, 2011 - Common stock and
1,999,150 warrants issued to unit
holders of Santa Fe Land, LLC
(amounts reflect the effect of the
recapitalization on May 10, 2012)		33,478,261	$	3,348	$	490,784		$	—		$	494,132

May 11, 2011 - Stock based compensation
provided by Principal Stockholder		—		—		123,581			—			123,581

May 17, 2011 - Common stock and 1,573,956
warrants issued for capital placement fees
provided by Principal Stockholder		—		—		23,784			—			23,784

Net loss		—		—		—			(541,590	)		(541,590	)

Balances at December 31, 2011		33,478,261	$	3,348	$	638,149		$	(541,590	)	$	99,907

January 31, 2012- Stock Based Compensation provided by Principal Stockholer						40,044						40,044

Shares issued in connection with the
recapitalization transaction		6,000,000		600		(600	)		—			—

Sale of common stock		1,319,450		132		556,544			—			556,676

Payment of financing and offering expenses		—		—		(59,952	)		—			(59,952	)

Conversion of deferred offering expenses
from sale of common stock		—		—		(23,784	)		—			(23,784	)

Merger costs		—		—		(313,795	)		—			(313,795	)

Net loss		—		—		—			(669,211	)		(669,211	)

Balances at December 31, 2012		40,797,711	$	4,080	$	836,606		$	(1,210,801	)	$	(370,115	)


See accompanying notes to consolidated financial statements

F-24

BABY ALL CORP.

SANTA FE PETROLEUM, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
FOR THE PERIOD FROM MAY 11, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2011
FOR THE YEAR ENDED DECEMBER 31, 2012
AND FOR THE PERIOD FROM MAY 11, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2012

		Period from						Period from
		May 11, 2011						May 11, 2011
		(Commencement of			For the Year			(Inception of
		Operations			Ended			Development Stage)
		to December 31, 2011			December 31, 2012			to December 31, 2012
Cash Flows From Operating Activities:

Net Loss	$	(541,590	)	$	(669,211	)	$	(1,210,801	)

Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		123,581			40,044			163,625

Changes in operating assets and liabilities:
Accounts payable		203,338			216,168			419,506
Accounts payable, related parties		87,321			(8,518	)		78,803
Accrued liabilities		—			22,500			22,500
Accrued compensation		127,350			150,000			277,350
Net Cash Used By Operating Activities		—			(249,017	)		(249,017	)

Cash Flows from Investing Activities:
Investment in unevaluated oil and natural gas property		—			(242,544	)		(242,544	)
Accounts payable related parties, unpaid property costs		—			156,473			156,473

Net Cash Used in Investing Activities		—			(86,071	)		(86,071	)

Cash Flows from Financing Activities:
Proceeds from sale of common stock		—			556,676			556,676
Merger costs		—			(373,747	)		(373,747	)
Accrued liabilities, unpaid merger costs					186,060			186,060

Net Cash Provided by Financing Activities		—			368,989			368,989

Net Increase in Cash		—			33,901			33,901
Cash at Beginning of Year		—			—
Cash at End of Year	$	—		$	33,901		$	33,901

Supplemental disclosure of cash flow information
Income taxes paid	$	—		$	—		$	—
Cash interest paid	$	—		$	—		$	—

Supplemental disclosure of non-cash investing and financing activities

Unevaluated oil and natural gas property acquired through SFL acquisition	$	494,132		$	—		$	494,132
Common stock and warrants issued to capital placement group as deferred offering costs	$	23,784		$	(23,784	)		—
Common shares issued in recapitalization	$			$	600		$	600

See accompanying notes to consolidated financial statements

~~(A DEVELOPMENT STAGE COMPANY)~~F-5

~~BALANCE~~ Santa ~~SHEET~~Fe Petroleum, Inc. and Subsidiaries

AS Notes to OFthe ~~DECEMBER~~Consolidated ~~31,~~Financial ~~2011 AND 2010~~ Statements

	As of			As of
	December 31,			December 31,
	2011			2010
ASSETS
Current Assets:
Cash and cash equivalents	$	300		$	-
Deferred offering costs		20,000			20,000
Total current assets		20,300			20,000
Total Assets	$	20,300		$	20,000
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	41,125		$	21,000
Loans from related parties - Directors and stockholders		22,900			9,455
Total current liabilities		64,025			30,455
Total liabilities		64,025			30,455
Commitments and Contingencies
Stockholders' (Deficit):
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 3,000,000 shares issued and outstanding		300			300
Stock subscription receivable		-			(300	)
(Deficit) accumulated during the development stage		(44,025	)		(10,455	)
Total stockholders' (deficit)		(43,725	)		(10,455	)
Total Liabilities and Stockholders' (Deficit)	$	20,300		$	20,000

For the Period from May 11, 2011 (Commencement of Operations) to December 31. 2011

~~The~~ And ~~accompanying~~for ~~notes~~the toYear ~~financial~~Ended ~~statements~~December 31, 2012

~~are~~Note an1– ~~integral~~Nature ~~part~~ of ~~these financial statements.~~Operations

FOn May 10, 2012, Santa Fe Petroleum, Inc., f/k/a Baby All Corp., a Delaware corporation (the “we,” “us ,” “our ,” or the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”), with Santa Fe Operating, Inc., a Delaware corporation engaged in the exploration and production of oil and gas (“SFO”), Tom Griffin, an individual, on behalf of the holders (the “SFO Shareholders”) of 100% of the issued and outstanding common stock of SFO (the “SFO Stock”), and Efrat Schwartz, an individual and the holder of a majority of the issued and outstanding shares of our common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Exchange Agreement, each SFO Shareholder was issued one share of Common Stock in exchange for each of such SFO Shareholder’s shares of SFO Stock (the “Exchange”). Pursuant to the terms of the Exchange Agreement, the Exchange closed on May 20, 2012, (the “Closing Date”). As a result, (i) we issued an aggregate of 33,478,261 shares of Common Stock to the SFO Shareholders; (ii) we issued warrants to purchase an aggregate of 6,764,856 shares of Common Stock to the SFO Shareholders, at an exercise price of $0.50 per share; and (iii) SFO became our wholly-3owned subsidiary.

~~BABY~~We ~~ALL~~were ~~CORP~~incorporated in Delaware on November 30, 2010. Prior to the Exchange, our business plan was to seek third party entities interested in licensing the rights to manufacture and market the patent design of an infant medicine dispenser. Due to a lack of funds, we were not able to commence operations under the infant medicine dispenser business plan and were in the development stage at the time of the Exchange.

(AAs ~~DEVELOPMENT~~the ~~STAGE~~result of the Exchange, we are ~~COMPANY~~now a development stage company engaged in the acquisition, exploration, and development of oil and gas properties. In addition to the development of our existing property interests, we intend to acquire additional oil and gas interests in the future. Our management believes that our future growth will primarily occur through the acquisition of additional oil and gas properties following extensive due diligence. We also may elect to proceed through collaborative agreements and joint ventures in order to share expertise and reduce operating costs with other experts in the oil and gas industry. The analysis of new property interests will be undertaken by or under the supervision of our management and our board of directors (our “Board”). Although the oil and gas industry is currently very competitive, our management believes that many undervalued prospective properties remain available for acquisition purposes. For accounting purposes, the Exchange Agreement was accounted for as a reverse merger, since the SFO Shareholders collectively beneficially owned approximately 84.8% of the Common Stock immediately after the Exchange.

~~STATEMENTS~~On OFMay ~~OPERATIONS~~11, 2011, SFO acquired 100 percent of the issued and outstanding units of membership interest of Santa Fe Land, LLC (such units, the “SFL Units”), a Texas limited liability company and a wholly-owned subsidiary of SFO (“SFL”). SFO issued an aggregate of 33,478,261 shares of its common stock and 1,966,900 warrants to purchase its common stock to holders of SFL units of membership interest (the “SFL Unit Holders”) in exchange for their SFL Units (the “SFL Acquisition”). The SFL Unit Holders were comprised entirely of entities under the control of Tom Griffin, the Company’s Chairman of the Board and a related party (the “Principal Stockholder”), including Long Branch Petroleum, LP (“LB”). The acquisition of SFL by SFO is being accounted for as a combination of entities under common control. Therefore, the acquisition has been recorded at the historical cost basis of the assets transferred.

~~FOR~~In ~~THE~~connection ~~YEARS~~with ~~ENDED~~the ~~DECEMBER~~SFL 31Acquisition, we ~~2011~~acquired SFL’s oil and natural gas working interests of 100% with a net revenue interest of 75% for the Test Well in Comanche ~~AND~~County, ~~2010~~Texas. Additionally, we acquired a mineral lease over approximately 76 acres of land as part of the SFL Acquisition.

~~AND~~The ~~CUMULATIVE~~Company ~~FROM~~formally ~~INCEPTION~~changed ~~(NOVEMBER~~its name 30from Baby All Corp. to Santa Fe Petroleum, ~~2010)~~Inc. on May 17, 2012.

~~THROUGH DECEMBER 31, 2011~~F-6

	Year			Year
	Ended			Ended			Cumulative
	December 31,			December 31,			From
	2011			2010			Inception
Revenues	$	-		$	-		$	-
Expenses:
Filing fees		6,600			-			6,600
Professional fees		26,970			1,000			27,970
Patent		-			7,500			7,500
Legal - incorporation		-			1,955			1,955
Total expenses		33,570			10,455			44,025
(Loss) from Operations		(33,570	)		(10,455	)		(44,025	)
Other Income (Expense)		-			-			-
Provision for income taxes		-			-			-
Net (Loss)	$	(33,570	)	$	(10,455	)	$	(44,025	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.01	)	$	(0.00	)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		3,000,000			3,000,000

Santa Fe Petroleum, Inc. and Subsidiaries

~~The~~ Notes to ~~accompanying~~the ~~notes~~Consolidated toFinancial ~~financial statements are~~Statements

an For ~~integral~~the ~~part~~Period from May 11, 2011 (Commencement of ~~these~~Operations) to ~~financial~~December ~~statements~~31. 2011

~~F-4~~ And for the Year Ended December 31, 2012

~~BABY~~Note ~~ALL~~2– ~~CORP.~~Going Concern and Liquidity

(AAs ~~DEVELOPMENT~~reflected ~~STAGE~~in ~~COMPANY~~the accompanying consolidated financial statements, the Company had a net loss of $ 541,590 for the period from May 11, 2011 (commencement of operations) through December 31, 2011, a net loss of $669,211 for the year ended December 31, 2012 and a net loss of $1,210,801 since inception. Additionally, at December 31, 2012, the Company had cash of only $33,901, a working capital deficit of $1,106,791 and an accumulated deficit of $1,210,801, which could have a material impact on the Company’s financial condition and operations.

~~STATEMENT~~Our OFnet ~~CHANGES~~losses INand ~~STOCKHOLDERS'~~lack of capital pose risks to our business and ~~EQUITY~~stockholders by:

~~FOR~~• ~~THE~~making ~~PERIOD~~it ~~FROM~~more ~~INCEPTION~~difficult ~~(NOVEMBER 30,~~for ~~2010)~~us to satisfy our obligations;

~~THROUGH~~• ~~DECEMBER~~impeding 31us from obtaining additional financing in the future for working capital, ~~2011~~capital expenditures and general corporate purposes; and

								(Deficit)
								Accumulated
					Stock			During the
	Common stock				Subscription			Development
	Shares		Amount		Receivable			Stage			Totals
Balance - at inception		-	$	-				$	-		$	-
Common stock issued for cash		3,000,000		300		(300	)		-			-
Net (loss) for the period		-		-		-			(10,455	)		(10,455	)
Balance - December 31, 2010		3,000,000	$	300	$	(300	)	$	(10,455	)	$	(10,455	)
Stock subscription payment received		-		-		300			-			300
Net (loss) for the period		-		-		-			(33,570	)		(33,570	)
Balance - December 31, 2011		3,000,000	$	300	$	-		$	(44,025	)	$	(43,725	)

•

making us more vulnerable to a downturn in our business and limit our flexibility to plan for, or react to, changes in our business.

The ~~accompanying~~time ~~notes~~required for us to ~~financial~~become ~~statements~~profitable is highly uncertain, ~~are~~and we cannot assure you that we will achieve or sustain profitability or generate sufficient cash flow from operations to meet our planned capital expenditures and working capital requirements. Our ability to obtain additional financing from other sources also depends on many factors beyond our control, including the state of the capital markets and the prospects for our business. The necessary additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

anThe ~~integral~~accompanying ~~part~~consolidated financial statements do not include any adjustments to reflect the possible effects on recoverability and classification of ~~these~~assets ~~financial~~or ~~statements~~the amount and classification of liabilities which may result from the inability of the Company to continue as a going concern.

FNote 3 -5 Summary of Significant Accounting Policies

~~BABY~~Use ~~ALL~~of ~~CORP.~~ Estimates

(APreparing ~~DEVELOPMENT~~financial ~~STAGE~~statements ~~COMPANY)~~requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Estimates are used when accounting for stock-based transactions, account payables and accrued expenses and taxes, among other matters.

~~STATEMENTS~~Basis OFof ~~CASH FLOWS~~Presentation

~~FOR~~The ~~THE~~audited ~~YEARS~~consolidated ~~ENDED~~financial ~~DECEMBER~~statements ~~31,~~of ~~2011~~the Company include ~~AND~~the ~~2010~~accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States. All significant intercompany transactions and account balances have been eliminated in consolidation.

~~AND~~Development ~~CUMULATIVE~~Stage ~~FROM INCEPTION (NOVEMBER 30, 2010)~~Company

~~THROUGH~~The ~~DECEMBER~~Company 31is classified as a development stage company in accordance with Accounting Standard Codification (“ASC”) 915, ~~2011~~Development Stage Entities, since no revenues have been generated from inception through the date of these consolidated financial statements. During the development stage, the Company has primarily incurred compensation, professional, and consulting expenses associated with the Company’s contemplated equity financing plan.

	Year			Year
	Ended			Ended			Cumulative
	December 31,			December 31,			From
	2011			2010			Inception
Operating Activities:
Net (loss)	$	(33,570	)	$	(10,455	)	$	(44,025	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Changes in net assets and liabilities-
Deferred offering costs		-			(20,000	)		(20,000	)
Accounts payable and accrued liabilities		20,125			21,000			41,125
Net Cash Used in Operating Activities		(13,445	)		(9,455	)		(22,900	)
Investing Activities:		-			-			-
Net Cash Used in Investing Activities		-			-			-
Financing Activities:
Proceeds from stock issued		300			-			300
Loans from related parties - directors and stockholders		13,445			9,455			22,900
Net Cash Provided by Financing Activities		13,745			9,455			23,200
Net (Decrease) Increase in Cash		300			-			300
Cash - Beginning of Period		-			-			-
Cash - End of Period	$	300		$	-		$	300
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

F-7

~~The~~ Santa ~~accompanying~~Fe ~~notes~~Petroleum, toInc. ~~financial~~and ~~statements are~~Subsidiaries

an Notes to ~~integral~~the ~~part~~Consolidated ofFinancial ~~these financial statements.~~Statements

~~F-6~~ For the Period from May 11, 2011 (Commencement of Operations) to December 31. 2011

~~BABY~~ And ~~ALL~~for ~~CORP.~~the Year Ended December 31, 2012

(AOil ~~DEVELOPMENT~~and ~~STAGE~~Gas ~~COMPANY)~~Properties

~~NOTES~~The TOCompany ~~FINANCIAL~~uses ~~STATEMENTS~~the successful efforts method of accounting for oil and natural gas producing activities, as further defined under ASC 932, Extractive Activities - Oil and Natural Gas. Under these provisions, costs to acquire mineral interests in oil and natural gas properties, to drill exploratory wells that find proved reserves, and to drill and equip development wells are capitalized.

~~(1) Summary~~Exploratory drilling costs are capitalized when incurred pending the determination of ~~Significant~~whether a well has found proved reserves. A determination of whether a well has found proved reserves is made ~~Accounting~~shortly ~~Policies~~after drilling is completed. The determination is based on a process that relies on interpretations of available geologic, geophysic, and engineering data. If a well is determined to be successful, the capitalized drilling costs will be reclassified as part of the cost of the well. Capitalized costs of producing oil and natural gas interests are depleted on a unit-of-production basis.

~~Basis~~If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If a determination cannot be made as to whether the reserves that have been found can be classified as proved, the cost of ~~Presentation~~drilling the exploratory well is not carried as an asset for more than one year following completion of drilling. If, after that year has passed, a determination that proved reserves exist cannot be made, the well is assumed to be impaired and ~~Organization~~its costs are charged to expense. Its cost can, however, continue to be capitalized if a sufficient quantity of reserves is discovered in the well to justify its completion as a producing well and the entity is making sufficient progress assessing the reserves and the economic and operating viability of the project.

~~Baby~~Impairment ~~All corp. (“Baby All” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws~~ of ~~the~~Long-Lived State of Delaware on November 30, 2010. The business plan of the Company is to seek third party entities interested in licensing the rights to manufacture and market the patent design of an “Infant medicine dispenser”. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.Assets

~~Cash~~The Company accounts for the impairment of long-lived assets in accordance with ASC 360-10, Property, Plant and ~~Cash~~Equipment, ~~Equivalents~~ which requires that long-lived assets be, reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to the undiscounted cash flow that the asset or asset group is expected to generate. If such assets or asset groups are considered to be impaired, the loss recognized is the amount by which the carrying amount of the property, if any, exceeds its fair market value.

~~For~~Deferred ~~purposes~~Offering of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.Costs

~~Revenue~~The ~~Recognition~~Company complies with the requirements of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering. Deferred offering costs consist principally of the fair value of stock grants and warrants issued to placement agents that are related to the Company’s contemplated equity financing and will be charged to stockholders’ equity upon the receipt of the contemplated equity financing proceeds or charged to expense if the contemplated equity financing is not completed. During the year ended December 31, 2012, the Company received subscriptions of 1,319,450 shares of common stock for $556,676 of gross proceeds less $83,736 of financing and offering expenses through a private placement memorandum at prices ranging from $0.25 to $0.50 per share. Previously recorded deferred offering expenses of $23,784 were expensed.

~~The~~Concentration ~~Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery~~ of ~~goods~~Credit orRisk completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and ~~conditions,~~Fair ~~and~~Value ~~collection~~ of ~~any related~~Financial ~~receivable is probable.~~Instruments

~~Loss~~The ~~per~~Company ~~Common~~maintains ~~Share~~cash balances at financial institutions, which at times exceed federally insured amounts. The Company has not experienced any material losses in such accounts.

~~Basic~~The ~~loss~~carrying ~~per~~amount ~~share is computed by dividing the net loss attributable to the common stockholders by the weighted average number~~ of ~~shares~~cash ofand ~~common~~cash ~~stock outstanding during~~equivalents, ~~the~~accounts ~~period.~~payable ~~Fully~~and ~~diluted~~accrued ~~loss~~liabilities ~~per~~approximate ~~share~~fair isvalue ~~computed~~due ~~similar~~ to ~~basic loss per share except that~~ the ~~denominator~~short-term isnature ~~increased to include the number~~ of ~~additional~~these ~~common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial~~ instruments ~~issued or outstanding for the period ended December 31, 2011~~.

~~Income Taxes~~F-8

~~Income~~ Santa ~~taxes~~Fe ~~are~~Petroleum, ~~accounted for under the asset and liability method~~Inc. ~~Deferred tax assets~~ and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.Subsidiaries

~~The Company maintains a valuation allowance~~ Notes ~~with respect~~ to ~~deferred tax assets. The Company establishes a valuation allowance based upon~~ the ~~potential~~Consolidated ~~likelihood~~Financial of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.Statements

~~Changes~~ For ~~in circumstances, such as~~ the ~~Company generating~~Period ~~taxable~~from ~~income~~May 11, ~~could~~2011 ~~cause~~(Commencement ~~a change in judgment about the realizability~~ of ~~the related deferred tax asset. Any change~~Operations) into ~~the~~December ~~valuation allowance will be included in income in the year of the change in estimate~~31. 2011

~~F-7~~ And for the Year Ended December 31, 2012

~~Fair~~Income ~~Value of Financial Instruments~~Taxes

~~The~~Income ~~Company~~taxes ~~estimates~~are ~~the~~accounted ~~fair~~for ~~value~~under ~~of financial instruments using~~ the ~~available~~asset ~~market information~~ and ~~valuation~~liability ~~methods. Considerable judgment is required in estimating fair~~method ~~value. Accordingly, the estimates~~ of ~~fair~~ASC ~~value~~740, ~~may~~Income ~~not be indicative of the amounts the Company could realize in a current market exchange~~Taxes. AsUnder ofASC ~~December 31~~740, ~~2011,~~deferred ~~the~~tax ~~carrying~~assets ~~value~~and ~~of accrued~~ liabilities, ~~and~~are ~~loans~~recognized ~~from~~for ~~directors~~the ~~and~~future ~~stockholders~~tax ~~approximated~~consequences ~~fair~~attributable ~~value due~~ to ~~the~~differences ~~short-term nature and maturity of these instruments.~~between

the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred ~~Offering~~tax ~~Costs~~assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~The~~Effective ~~Company~~May ~~defers~~11, as2011, ~~other~~with ~~assets~~ the ~~direct~~commencement ~~incremental~~of ~~costs~~operations, the Company adopted provisions of ~~raising~~ASC ~~capital~~740, ~~until~~Sections ~~such~~25 ~~time~~through as60, ~~the~~Accounting ~~offering~~for isUncertainties ~~completed~~in Income Taxes. These Atsections ~~the~~provide ~~time~~detailed ofguidance for the ~~completion~~financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the ~~offering,~~financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the ~~costs~~effective ~~are~~date ~~charged~~to ~~against~~be recognized upon the ~~capital~~adoption ~~raised~~of ASC 740 and in subsequent periods. ~~Should~~Upon the ~~offering~~adoption beof ~~terminated~~ASC 740, ~~deferred~~the Company ~~offering~~had ~~costs~~no ~~are~~unrecognized ~~charged~~tax tobenefits. ~~operations during~~For the period infrom ~~which~~May 11, 2011, (commencement of operations) through December 31,, 2012, no adjustments were recognized for uncertain tax benefits. The Company’s initial tax year for 2011and the ~~offering~~tax isyear for ~~terminated~~2012 are subject to audit.

~~Impairment of Long~~Stock-~~Lived~~Based ~~Assets~~Compensation

The Company ~~evaluates~~adopted ~~the~~ASC ~~recoverability~~718, ~~of long-lived~~Compensation ~~assets~~– ~~and~~Share ~~the~~Based Compensation, ~~related~~as ~~estimated~~of ~~remaining~~May ~~lives~~11, ~~when~~2011. ~~events~~This orstatement ~~circumstances~~requires ~~lead management to believe that~~ the ~~carrying value~~recognition of ancompensation ~~asset~~expense ~~may~~measured ~~not~~at befair ~~recoverable.~~value ~~For~~ when the ~~period~~Company ~~ended~~obtains ~~December~~employee ~~31,~~services ~~2011,~~in ~~no events or circumstances occurred for which an evaluation of the recoverability of long~~stock-~~lived~~based ~~assets~~payment ~~was required~~transactions.

~~Common~~Net ~~Stock~~Income ~~Registration~~(loss) ~~Expenses~~per Common Share

The Company ~~considers~~computes ~~incremental~~earnings ~~costs~~(loss) per share in accordance with ASC 260-10, Earnings Per Share. ASC 260-10 requires presentation of both basic and diluted earnings per share (“EPS”) ~~expenses~~on ~~related~~the toface of the ~~registration~~statement of ~~equity~~operations. ~~securities~~Basic ~~with~~EPS ~~the~~is ~~SEC,~~computed ~~whether~~by dividing net income (loss) available to common stockholders by ~~contractual~~the ~~arrangement~~weighted asaverage number of acommon ~~certain~~shares ~~date or~~outstanding byduring ~~demand,~~the toperiod. beDiluted ~~unrelated~~EPS gives effect to ~~original~~all ~~issuance~~dilutive ~~transactions~~potential common shares outstanding during the period. AsDiluted ~~such,~~EPS ~~subsequent~~excludes ~~registration~~all ~~costs~~dilutive ~~and~~potential ~~expenses~~common shares if their effect is anti-dilutive. No potential dilutive common shares are ~~expensed~~included in the computation of any diluted per share amount when a loss is reported. Accordingly, aswe ~~incurred~~did not include 3,540,856 and 6,764,856 of potentially dilutive warrants at December 31, 2011 and 2012, respectively.

~~Estimates~~Legal Costs and Contingencies

~~The~~In ~~financial~~the ~~statements~~normal ~~are~~course ~~prepared~~of onbusiness, the Company ~~basis~~incurs ofcosts ~~accounting~~to ~~principles~~retain ~~generally~~external ~~accepted~~legal incounsel ~~the~~to ~~United~~advise ~~States~~it on regulatory, litigation and other matters. The ~~preparation~~Company ofexpenses ~~financial~~these costs ~~statements~~as inthe ~~conformity~~related ~~with generally~~services ~~accepted~~are ~~accounting~~received. ~~principles~~If ~~requires~~a ~~management~~loss tois ~~make~~considered ~~estimates~~probable and ~~assumptions~~the ~~that~~amount ~~affect~~can ~~the~~be ~~reported~~reasonable ~~amounts of~~estimated, ~~assets~~the ~~and~~Company recognizes ~~liabilities~~an asexpense offor ~~December~~the ~~31,~~estimated ~~2011,~~loss. ~~and~~If ~~expenses~~we ~~for~~have the ~~period~~potential ~~ended~~to ~~December~~recover ~~31,~~a ~~2011,~~portion ~~and~~of ~~cumulative~~the estimated loss from ~~inception.~~a third ~~Actual~~party, ~~results~~the ~~could~~Company ~~differ~~makes ~~from~~a ~~those~~separate ~~estimates~~assessment ~~made~~of byrecoverability ~~management~~and reduces the estimated loss if recovery is also deemed probable.

~~Fiscal~~Fair ~~Year~~Value ~~End~~Estimates

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”. The ~~Company~~objective ~~has~~of SFAS ~~adopted~~157 (ASC 820) is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 (ASC 820) defines fair value, establishes a ~~fiscal~~framework ~~year~~for ~~end~~measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ofSFAS ~~December~~157 31(ASC 820) applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.

~~Recent Accounting Pronouncements~~F-9

In Santa ~~May~~Fe ~~2011~~Petroleum, ~~the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U~~Inc.~~S. GAAP~~ and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.Subsidiaries

~~In June 2011, the FASB issued ASU No. 2011-05,~~ Notes ~~"Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option~~ to ~~present~~ the ~~components~~Consolidated ofFinancial other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.Statements

~~F-8~~ For the Period from May 11, 2011 (Commencement of Operations) to December 31. 2011

~~There~~ And ~~were various other updates recently~~for ~~issued, most of which represented technical corrections to~~ the ~~accounting~~Year ~~literature~~Ended orDecember ~~application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position~~31, ~~results of operations or cash flows.~~2012

The Company measures its options and warrants at fair value in accordance with SFAS 157 (2ASC 820) ~~Development~~. ~~Stage~~SFAS ~~Activities~~157 ~~and~~(ASC ~~Going~~820) ~~Concern~~specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy:

~~The~~Level ~~Company~~1 is– ~~currently~~Quoted prices for identical instruments in ~~the~~active ~~development stage~~markets; Level 2 – Quoted prices for similar instruments in active markets, ~~and~~quoted ~~has~~prices nofor ~~operations.~~identical ~~The~~or ~~business~~similar ~~plan~~instruments ofin ~~the~~markets ~~Company~~that isare ~~to seek~~not ~~third~~active, ~~party~~and ~~entities~~model-derived ~~interested~~valuations in ~~licensing~~which ~~the rights~~all tosignificant ~~manufacture~~inputs and ~~market~~significant ~~the~~value ~~patent~~drivers ~~design~~are ofobservable anin ~~“Infant~~active ~~medicine~~markets; ~~dispenser”~~and Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

OnThis ~~December~~hierarchy ~~13,~~requires ~~2010,~~ the Company ~~entered into~~to aminimize ~~Patent~~the ~~Transfer~~use ~~and~~of ~~Sale~~unobservable inputs ~~Agreement~~and ~~whereby~~to ~~the~~use ~~Company~~observable ~~acquired~~market ~~all~~data, ofif ~~the right~~available, ~~title~~when ~~and~~estimating ~~interest~~fair invalue. ~~the~~The ~~patent~~fair ~~known as~~value of the ~~“Infant~~stock ~~medicine~~based ~~dispenser”~~compensation and ~~for~~deferred ~~consideration~~offering ofcost ~~$7,500~~at ~~including~~December ~~attorney's~~31, ~~fees.~~2012 ~~The~~and ~~United~~2011, ~~States~~were ~~Design Patent~~as ~~number is 380828.~~ follows:

The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. As of December 31, 2011, the Company accrued $20,000 of deferred legal and accounting offering costs related to this capital formation activity. The Registration Statement was declared effective on January 9, 2012.

	Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

Year Ended December 31, 2012
Stock Based Compensation	$	-	$	40,044	$	-	$	40,044
Period Ended December 31, 2011
Stock Based Compensation	$	-	$	123,581	$	-	$	123,581
Deferred Offering Cost	$	-	$	23,784	$	-	$	23,784

~~The~~Options accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were ~~insufficient to~~valued ~~meet~~using ~~its current business plan, and~~ the ~~Company~~Black ~~had~~Scholes ~~negative working capital~~model. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~(3) Patent~~Recent Accounting Pronouncements

OnNo ~~December~~recent ~~13,~~accounting ~~2010,~~pronouncements ~~the~~or ~~Company~~other ~~entered into~~authoritative ~~a Patent Transfer and Sale Agreement whereby the Company acquired all of the right, title and interest in the patent known~~guidance as have ~~the~~been ~~“Infant~~issued ~~medicine~~that ~~dispenser”~~management ~~for~~considers ~~consideration~~likely ~~of $7,500 including attorney's fees. The United States Design Patent number is 380828. Under the terms of the Patent Transfer and Sale Agreement, the Company was assigned rights~~ to ~~the patent~~have ~~free~~a ofmaterial ~~any~~impact ~~liens,~~on ~~claims,~~our ~~royalties,~~consolidated ~~licenses,~~financial ~~security interests or other encumbrances~~statements. ~~The cost of obtaining the patent was expensed.~~

(Note 4~~) Loans~~ ~~from~~- ~~Related~~Acquisition ~~Parties -~~of ~~Directors~~Oil and ~~Stockholders~~Gas Company

AsOn ofMay ~~December 31~~11, 2011, ~~loans~~SFO ~~from~~acquired ~~related~~100 percent of the member units of ~~parties~~SFL ~~amounted~~by toissuing ~~$22~~33,~~900~~478,261 shares of common stock and ~~represented~~1,966, ~~working~~900 ~~capital~~warrants ~~advances~~to ~~from~~SFL ~~Directors~~member ~~who~~unit ~~are~~holders ~~also~~in ~~stockholders~~exchange offor ~~the~~their ~~Company~~SFL member units. The ~~loans~~ ~~are~~SFL ~~unsecured,~~member ~~non-interest~~unit ~~bearing~~holders were comprised entirely of entities under the control of Tom Griffin, the Company’s Chairman of the Board and ~~due~~a onrelated ~~demand~~party (the “Principal Stockholder”). As a result of the Share Exchange on May 10, 2012,

~~(5) Common~~SFO ~~Stock~~and SFL are subsidiaries of the Company.

OnThe ~~December~~acquisition 1,of ~~2010,~~SFL ~~the~~is ~~Company~~being ~~issued~~accounted ~~3,000,000 shares~~for as a combination of entities ~~its~~under common ~~stock~~control. toTherefore, ~~individuals~~the ~~who~~acquisition ~~are~~has ~~Directors~~been ~~and~~recorded ~~officers~~at the historical cost basis of the ~~company~~assets ~~for $300~~transferred. The ~~Company~~warrants ~~received~~to ~~payment~~ purchase common stock of the ~~receivable~~Company inare ~~January~~at ~~2011~~an exercise price of $0.50 per share and have a three year exercise period.

~~F-9~~The Company acquired SFL’s oil and natural gas working interests of 100% with a net revenue interest of 75% for the Barnett Cody #1A in Comanche County, Texas. Additionally, the Company acquired approximately 76 acres of land as part of the purchase.

~~The Company has commenced a capital formation activity by filing a Registration Statement on Form S~~F-1 to the SEC to register and sell in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. As of December 31, 2011, the Company accrued $20,000 of deferred legal and accounting offering costs related to this capital formation activity. The Registration Statement was declared effective on January 9, 2012.10

~~(6) Income~~ Santa ~~Taxes~~Fe Petroleum, Inc. and Subsidiaries

~~The provision (benefit) for income taxes for~~ Notes to the ~~periods~~Consolidated ~~ended~~Financial ~~December 31, 2011 and 2010, was as follows (assuming a 23% effective tax rate)~~Statements

	2011			2010
Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal-
Loss carryforwards	$	7,836		$	689
Change in valuation allowance		(7,836	)		(689	)
Total deferred tax provision	$	-		$	-

For the Period from May 11, 2011 (Commencement of Operations) to December 31. 2011

~~The~~ And ~~Company~~for ~~had~~the ~~deferred~~Year ~~income~~Ended ~~tax assets as of~~ December 31, ~~2011 and 2010, as follows:~~2012

	2011			2010
Loss carryforwards	$	8,525		$	689
Less - Valuation allowance		(8,525	)		(689	)
Total net deferred tax assets	$	-		$	-

The following table presents a summary of the historical costs of assets and liabilities acquired at the date of acquisition:

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended December 31, 2011 and 2010, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

Assets acquired, unevaluated oil and natural gas property	$	494,132
Liabilities assumed		—
Net assets acquired for 33,478,261 shares of Company common stock and 1,966,900 warrants to purchase Company common stock at $0.50 per share	$	494,132

AsConcurrent ofwith ~~December~~this 31transaction, ~~2011~~the Principal Stockholder assigned 10,446,782 of his personal shares and 1,573,956 warrants in the Company ~~had~~to ~~approximately~~employees and consultants of the Company for services ~~$37~~rendered. Under SAB Topic 5T,~~000~~ inMiscellaneous ~~tax~~Accounting, ~~loss~~payments ~~carryforwards~~made ~~that~~by ~~can~~a beprincipal ~~utilized~~stockholder into ~~future~~settle ~~periods~~the Company’s obligations were deemed to ~~reduce~~be ~~taxable~~capital ~~income~~contributions. Accordingly, ~~and~~the ~~expire~~assignment byof shares was recognized in the ~~year~~accompanying consolidated ~~2031~~financial statements as stock based compensation and deferred offering costs of approximately $123,581 and $23,784, respectively.

~~The~~Note ~~Company~~5 ~~did~~- ~~not~~Unevaluated ~~identify~~Oil ~~any~~and ~~material~~Natural ~~uncertain~~Gas ~~tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.~~Property

The Company’s ~~will~~principal ~~file~~asset ~~income~~consists ~~tax~~of ~~returns~~an inunevaluated ~~the~~oil and ~~United~~natural ~~States. All~~gas ~~tax~~property ~~years~~in ~~are~~Comanche ~~closed~~County, byTexas, ~~expiration~~which approximated $737,000 as of ~~the~~December ~~statute~~31, 2012, and $494,000 as of ~~limitations~~December 31, 2011.

~~(7) Related~~The ~~Party~~Company’s ~~Transactions~~original intent was to complete five test wells on its unevaluated oil and natural gas property. The first test well was originally drilled in 2009 by a predecessor affiliate company, as the Barnett Cody #1A test. Due to the high volume of water production it would take to produce oil at this test well, the Company does not anticipate further developing this test well but instead intends to use it as a water disposal well for new drilling operations. Additional capital is needed for the Company to commence further drilling activities for the other test wells. As a result of the additional capital requirements, the five test well drilling project is not completed and the reservoir analysis has not yet been finished. As such, the Company has classified the oil and natural gas property as unevaluated as of December 31, 2012. As of December 31, 2012, the primary term of the Company’s oil and natural gas lease is through March 2014.

~~As described in~~ Note 4,6 as- ofIncome ~~December 31, 2011, the Company owed $22,900 to Directors, officers, and principal stockholders of the Company for working capital loans.~~Taxes

As ~~described~~of inDecember ~~Note 5~~31, on2012 ~~December~~and 1,2011 ~~2010,~~ the Company ~~issued~~had 3net operating loss carryforwards of approximately $769,~~000~~440 and $290,~~000~~659 ~~shares~~respectively, ofwhich ~~its~~will ~~common~~expire ~~stock~~beginning toin ~~Directors~~2031. A ~~and~~valuation allowance ~~officers~~has been provided for ~~$300~~the ~~receivable.~~deferred ~~The~~tax asset as it is uncertain whether the Company ~~received~~will ~~payment~~have future taxable income. A reconciliation of the ~~receivable~~benefit infor ~~January~~income ~~2011.~~taxes with amounts determined by applying the statutory federal income rate of (35%) to the loss before income taxes is as follows:

F-10

	2012		2011
Net Operating Income (Loss)	$	(669,211)	$	(541,590)
Benefit (expense) for income taxes computed using the statutory rate of 35%	$	234,224	$	189,557
Non-deductible expense		(14,150)		(43,254)
Change in valuation allowance		( 220,074)		(146,303)
Provision for income taxes	$	-	$	-

~~Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.~~F-11

~~None~~ Santa Fe Petroleum, Inc. and Subsidiaries

~~Item 8A(T). Controls~~ Notes ~~and~~to ~~Procedures.~~the Consolidated Financial Statements

~~EVALUATION~~ For OFthe ~~DISCLOSURE~~Period ~~CONTROLS~~from May 11, 2011 (Commencement of Operations) ~~AND~~to ~~PROCEDURES~~December 31. 2011

We And ~~are~~for ~~required to maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under~~ the ~~Securities~~Year ~~Exchange~~Ended Act of 1934, that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and Internal Accounting Officer , to allow timely decisions regarding required disclosure. As of December 31 ~~2011 we conducted an evaluation~~, under the supervision, and with the participation of our CEO and INTERNAL ACCOUNTING OFFICER , of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and INTERNAL ACCOUNTING OFFICER concluded that our disclosure controls and procedures were effective.2012

~~Management~~Significant ~~does~~components not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the ~~control~~Company's ~~system~~deferred ~~are~~tax ~~met. Further,~~liabilities ~~the design of a control system must reflect the fact that there are resource constraints,~~ and ~~the~~assets ~~benefits~~at ofDecember ~~controls must be considered relative to their costs. Because of the inherent limitations in all control systems~~31, no2012 ~~evaluation of controls can provide absolute assurance that all control issues~~ and ~~instances~~2011 ofare ~~fraud,~~as if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.follows:

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

	2012		2011
Tax operating loss carryforwards	$	269,304	$	101,731
Accrued Compensation		97,073		44,573
Total deferred tax assets		366,377		146,303
Deferred tax liabilities		-		-
Net deferred tax assets		366,377		146,303
Valuation allowance		(366,377)		(146,303)
	$	-	$	-

~~MANAGEMENT'S~~Note ~~REPORT~~7- ONStockholders’ ~~INTERNAL CONTROL OVER FINANCIAL REPORTING~~Deficit

~~Our~~Capital management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's CEO and INTERNAL ACCOUNTING OFFICER and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:Structure

*The ~~Pertain~~Company is authorized to ~~the~~issue ~~maintenance~~up to 200,000,000 shares of ~~records~~common stock ~~that~~at in$0.0001 ~~reasonable~~par ~~detail~~value ~~accurately~~per ~~and~~share. ~~fairly~~As ~~reflect~~of ~~the~~December ~~transactions~~31, 2011 and ~~dispositions~~December of31, ~~the~~2012, ~~assets~~33,478,261 ofand ~~the~~40,797,711 ~~company;~~shares were issued and outstanding, respectively.

*Common Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; andStock

12Effective on the commencement date of May 11, 2011, (commencement of operations), the Company issued 33,478,261 shares of common stock for the acquisition of SFL from a related party. The stock was valued based on the historical cost basis of the asset acquired, which approximated $494,000.

*In ~~Provide~~2011, ~~reasonable~~the ~~assurance~~Company ~~regarding~~filed ~~prevention~~a orregistration ~~timely~~statement ~~detection~~on Form S-1 to register and sell in a self-directed offering 6,000,000 shares of ~~unauthorized~~newly ~~acquisition~~issued common stock at an offering price of $0.0125 per share for proceeds of up to $75,000. ~~use~~The orRegistration ~~disposition~~Statement was declared effective on January 9, 2012. On February 6, 2012, the Company issued 6,000,000 shares of common stock pursuant to the ~~company's~~registration ~~assets~~statement ~~that~~for ~~could~~proceeds ~~have~~of $75,000 and these shares are freely-tradable as a ~~material~~result ~~effect~~of onthe registration of the ~~financial~~offer ~~statements~~and sale of these shares on Form S-1.

~~Because~~From ofJuly ~~its~~1, ~~inherent limitations~~2012, ~~internal~~ ~~control~~through ~~over~~December ~~financial~~31, ~~reporting~~2012, ~~may~~the ~~not~~Company ~~prevent~~received subscriptions ~~or detect misstatements. Projections~~ of ~~any~~1,319,450 ~~evaluation~~shares of ~~effectiveness to~~common ~~future~~stock ~~periods~~for ~~are~~$556,676 ~~subject~~of togross ~~the~~proceeds ~~risk~~less ~~that~~$83,736 ~~controls may become inadequate because~~ of ~~changes~~financing inand ~~conditions,~~offering ~~or that the degree~~expenses ofthrough ~~compliance~~a ~~with~~private ~~the~~placement ~~policies~~memorandum ~~or procedures may deteriorate~~(“PPM”). ~~All~~Common ~~internal~~stock ~~control~~was ~~systems,~~sold noat ~~matter~~prices ~~how~~ranging ~~well~~from ~~designed, have inherent limitations~~$0.25 ~~Therefore, even those systems determined~~ to be$0.50 ~~effective~~per ~~can provide only reasonable assurance with respect~~share tothrough ~~financial statement preparation and presentation. Because of~~ the ~~inherent~~PPM ~~limitations~~to of“accredited ~~internal~~investors” ~~control,~~as ~~there~~defined isin aRule ~~risk~~501 ~~that material misstatements may not be prevented or detected on~~ (a) ~~timely~~of ~~basis~~Regulation byD ~~internal~~promulgated ~~control~~under ~~over~~the ~~financial reporting. However,~~Securities ~~these~~Act ~~inherent limitations are known features~~ of ~~the financial reporting process. Therefore~~1933, itas ~~is possible to design into the process safeguards to reduce, though not eliminate, this risk~~amended.

AsStock ofWarrants December 31 2011 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were effective .

~~Attestation~~The ~~report~~exercisable outstanding stock purchase warrants were 6,764,856 and 3,540,856 at December 31, 2012 and 2011, with a weighted average exercise price of ~~the~~$0.38 and $0.50, respectively. The ~~registered~~following ~~public~~summarizes ~~accounting~~the ~~firm~~warrant activity in 2012 and 2011:

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

	2012				2011
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of the year		3,540,856	$	0.50		-	$	-
Granted		3,224,000		0.25		3,540,856		0.50
Exercised		-				-		-
Forfeited or cancelled		-				-		-
Expired		-				-		-
Outstanding at end of year		6,764,856	$	0.38		3,540,856	$	0.50
Exercisable		6,764,856	$	0.38		3,540,856	$	0.50

~~Changes in internal control over financial reporting~~F-12

~~During~~ Santa ~~the~~Fe ~~year ended December 31~~Petroleum, ~~2011,~~ ~~there~~Inc. ~~was~~and ~~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.~~Subsidiaries

~~Item~~ Notes to ~~8B.~~the ~~Other~~Consolidated ~~Information.~~Financial Statements

On For ~~January~~the 9,Period ~~2012~~from ~~the~~May ~~SEC~~11, ~~declared~~2011 ~~the~~(Commencement S1 of ~~the Company~~Operations) ~~effective~~ to ~~register~~December ~~2,500,000 shares of its common stock and to raise gross proceeds of $75,000 from the issuance of the shares~~31. 2011

~~Subsequent~~ And tofor ~~December 31 2011~~ the ~~Company~~Year ~~raised~~Ended ~~gross proceeds~~December ~~of $75~~31,~~000~~ ~~from the issuance of 2,500,000 common shares pursuant to the effective S1 registration statement declared effective on January 9~~ 2012

13At December 31, 2012, 3,540,856 warrants expire on May 11, 2014 and 3,224,000 warrants expire January 31, 2015.

~~PART~~Effective ~~III~~on the commencement date of May 11, 2011, (commencement of operations), the Company granted 1,966,900 warrants to purchase common stock for the acquisition of SFL. The warrants have an exercise price of $0.50 per share and an exercise period of three years from the date of grant. The Company evaluated the warrants and determined that the warrants were not separable from the common stock issued for the acquisition of SFL. Therefore, no Black Scholes calculation was made by the Company.

~~Item~~Effective 9May 11, 2011, the Company granted 1,573,956 warrants to purchase common stock to a consultant of the Company. ~~Directors~~The Company evaluated the stock warrants in accordance with ASC 718, ~~Executive~~Stock Compensation, ~~Officers~~and utilized the Black Scholes method to determine valuation. As a result of our analysis, the total value for the stock warrant issuance on the grant date of May 11, 2011, approximated $23,784 and ~~Corporate~~was ~~Governance~~recorded initially as deferred offering costs in the consolidated financial statements. When the Company sold shares through the PPM described above, the Company converted the $23,784 of deferred offering costs to stockholders’ equity (deficit).

~~Directors~~The ~~and~~Company ~~Executive~~used ~~Officers~~the following Black Sholes inputs in determining the fair value of the warrants:

Our Directors hold office until the next annual meeting of our stockholders or until their successors is duly elected and qualified. Set forth below is a summary description of the principal occupation and business experience of each of our Directors and executive officers for at least the last five years.

Stock Price (grant date)	$	0.0139
Exercise Price	$	0.50
Expected Term (between vesting period and term of stock options)		1.5
Volatility		153%
Annual Rate of Quarterly Dividends		0.00
Risk Free Interest Rate (1 year T-bill rate)		0.1%

~~Efrat~~We ~~Schwartz~~have ~~has~~adopted ~~been~~the ~~our~~guidance ~~President~~of ASC 718-10-S99-1 for purposes of ~~and~~determining ~~Director~~the ~~since~~expected term for stock warrants. Due to limited historical data to rely upon, we use the ~~Company's~~"simplified" method ~~inception~~in ondeveloping ~~November~~an 30estimate of expected term for stock warrants per ASC 718-10-S99-1. Additionally, ~~2010~~the volatility utilized is based on the composite of several comparable guideline companies.

~~Mrs~~Effective ~~Schwartz~~on ~~obtained~~January ~~her~~31, ~~degree in~~2012, ~~Educational~~the ~~Management~~Company atissued ~~Machon~~3,200,000 ~~Herzog~~warrants to inpurchase ~~Petach~~common ~~Tikvah~~stock into ~~August~~two ~~2004. She~~consultants ~~completed~~of ~~her~~the ~~coursework~~Company ~~for~~and a24,000 ~~master’s degree~~warrants into ~~Biblical~~purchase ~~Science~~common ~~and~~stock ~~History~~to ata director of the ~~Bar~~Company. The ~~Ilan~~Company ~~University~~evaluated inthe ~~Tel~~stock ~~Aviv~~warrants in ~~September~~accordance ~~2006,~~with ~~but~~ASC ~~she~~718, ~~has~~Stock ~~not~~Compensation, ~~been~~and ~~awarded~~utilized ~~a master’s~~the ~~degree,~~Black ~~pending~~Scholes ~~completion~~method to ofdetermine ~~her thesis~~valuation. ~~From~~As ~~January~~a ~~2006~~result ~~until~~of ~~January~~our ~~2007~~analysis, ~~she~~the ~~concurrently~~total ~~worked~~value asfor ~~an administrative assistant at~~ the ~~College~~stock ~~Midreshet~~warrant ~~Moriah~~issuance ~~and~~on ~~at University~~the ~~College~~grant indate ~~Tel~~of ~~Aviv. From~~ January ~~2007 until present~~ ~~she~~31, ~~has~~2012, ~~worked as~~was ~~Head~~de ofminimis ~~Administration~~and atno ~~the~~amount ~~University~~was ~~Yeshurun~~recorded in ~~Petach~~the ~~Tikvah~~consolidated financial statements.

~~The~~Stock Board believes that Mrs Schwartz should serve as a Director and Chief Executive Officer due to her management and administrative skills all of which enable her to provide oversight and direction of the Company including overseeing its business operations and bringing the Company to its objective goals.Grants

~~Merav~~Effective ~~Shalom has~~May ~~been~~11, ~~our~~2011, ~~Secretary~~(commencement of operations), ~~Director and~~ the Principal Stockholder granted 8,872,826 shares of common stock to employees of the Company. Under SAB Topic 5T, Miscellaneous Accounting, these were deemed stock based compensation of the Company and ~~Financial~~were ~~Officer~~valued ~~since~~in accordance with ASC 718, Stock Compensation. As a result of our analysis, the total fair value for the stock grant, based on the net asset value of the Company's ~~inception~~on May 11, 2011, approximated $123,581 and is included in compensation expense within the accompanying consolidate statement of operations.

~~Merav~~On ~~Shalom~~January ~~studied~~31, at2012, ~~Michlelet Hishuvim between~~ the ~~years~~Company ~~from~~issued ~~September 2005 until August 2008~~2,875,000 ~~and~~shares ~~obtained~~of ~~a degree in finance. From October 2008 until January~~common ~~2010~~stock ~~Mrs~~to ~~Shalom~~two ~~worked~~consultants asand ~~account~~a ~~manager~~director atof ~~Lev~~the ~~Ofir Group in Jerusalem, an electrical~~ Company ~~that markets and sells electrical communication appliances~~. ~~From~~The ~~January~~Company ~~2010~~recorded ~~until present she has worked at Bet Haaracha~~$40,044 aas ~~Jerusalem-based~~stock ~~hotel,~~compensation ~~as a controller~~expense.

The Board believes that Mrs Shalom should serve as a Director and as an accounting and Finance Officer due to her accounting and finance knowledge and administrative skills all of which enable her to provide oversight and direction of the Company including overseeing all the financial aspects of the Company.F-13

14 Santa Fe Petroleum, Inc. and Subsidiaries

~~There are no familial relationships~~ Notes among any of our directors or officers. None of our directors or officers is a director in any other U.S. reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to ~~which any of~~ the ~~Company’s~~Consolidated ~~officers~~Financial or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.Statements

~~Each~~ For ~~director of~~ the ~~Company~~Period ~~serves for~~from aMay ~~term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified~~11, ~~subject to~~2011 ~~removal~~(Commencement ~~by the Company's shareholders. Each officer serves, at the pleasure~~ of ~~the Board of Directors, for a term of one year~~Operations) ~~and~~to ~~until~~December ~~the successor is elected at the annual meeting of the Board of Directors and is qualified~~31. 2011

~~Section~~ And ~~16(a)~~for ~~Beneficial~~the ~~Ownership~~Year ~~Reporting~~Ended ~~Compliance~~December 31, 2012

~~Section~~Note ~~16(a)~~8 of- ~~the~~Related ~~Securities Exchange~~Party Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2011, all reporting persons complied with all applicable Section 16(a) filing requirements.Transactions

~~Auditors~~On May 11, 2011, SFO acquired 100% of the member units of SFL in exchange for 33,478,261 shares of Common Stock and 1,966,900 warrants to SFL member unit holders in exchange for their SFL member units. All the SFL member unit holders were entities under the control of Tom Griffin, our chairman of the board. This acquisition was accounted for as a combination of entities under common control; therefore, the assets transferred are reflected on our balance sheet at their historical cost basis of $494,132 at December 31, 2011. In the Exchange described above, Mr. Griffin exchanged 18,157,329 shares of SFO for 18,157,329 shares of our Common Stock, and Bruce A. Hall, our Chief Executive Office and Chief Financial Officer, exchanged 8,347,826 shares of SFO for 8,347,826 shares of our Common Stock.

~~Weinberg~~In ~~and~~2011, ~~Baer CPA~~we ,entered aninto ~~independent~~Lease ~~registered~~Acquisition Agreements with the Land ~~public~~Banks. ~~accounting~~Tom ~~firm~~Griffin, our chairman of the board, is ~~our~~the ~~auditor~~President of each Land Bank. Under the Lease Acquisition Agreements, we could purchase leases, or portions of leases, held by the Land Banks from time to time and were obligated to purchase all the leases held by the Land Banks within two years from the dates the Land Banks were formed.

WeThese doLease ~~not~~Acquisitions ~~currently~~were ~~have~~terminated ain ~~Code~~November of2012. ~~Ethics~~As ~~applicable~~discussed toin ~~our~~Note ~~principal~~10 ~~executive,~~– ~~financial~~Subsequent ~~and~~Events, ~~accounting~~In ~~officers.~~February We2013, dowe ~~not~~entered ~~have~~into a ~~“financial~~Lease ~~expert”~~Acquisition onAgreement ~~the~~with ~~board~~LB orfor the acquisition anof ~~audit~~leases ~~committee~~held orby ~~nominating~~the ~~committee~~Land Banks.

~~Potential~~Our ~~Conflicts~~executive offices are located at 4011 W. Plano Parkway, Suite 126, Plano, Texas 75093, where we occupy approximately 1,000 square feet of ~~Interest~~office space. Effective August 2012, we pay $1,211 per month to lease this office space from an unaffiliated third party. Previously, we paid $2,650 per month, which included rent and other prorated offices expenses, under an arrangement with a company controlled by Mr. Griffin, which leased a larger space from an unaffiliated third party. We believe that our current office space and facilities will have to be expanded in the near future to meet our growth plans. From May 11, 2011, (commencement of operations) through September 30, 2012, we have recorded approximately $27,000 in rental expense and other prorated office expenses for our executive offices.

~~Since~~From weMay do11, ~~not~~2011, ~~have~~(commencement anof ~~audit~~operations) orthrough December ~~compensation~~31, ~~committee~~2011 ~~comprised~~and ofDecember ~~independent~~31, ~~directors~~2012, ~~the~~SFP, ~~functions~~LLC., ~~that~~a ~~would~~Texas ~~have~~entity ~~been~~that ~~performed~~is byan ~~such~~affiliate ~~committees are performed by our directors. The Board~~ of ~~Directors~~the ~~has~~Company ~~not~~(“SFP ~~established~~LLC”) anexpended $87,519 ~~audit committee~~ and ~~does~~$235,276 ~~not~~respectively ~~have~~of anfunds ~~audit~~on ~~committee financial~~behalf ~~expert,~~of ~~nor has~~ the ~~Board~~Company ~~established~~and ais ~~nominating~~recorded ~~committee.~~as ~~The~~a ~~Board~~component is of ~~the~~accounts ~~opinion~~payable, ~~that such committees are not~~related ~~necessary~~parties ~~since~~in the ~~Company~~accompanying ~~has~~consolidated ~~only~~balance ~~two~~sheet ~~directors,~~at ~~and~~December ~~to date~~31, ~~such~~2011 ~~directors~~and ~~have~~2012. ~~been~~SFPLLC ~~performing~~is ~~the~~owned ~~functions~~entirely ofby ~~such~~entities ~~committees.~~under ~~Thus,~~the ~~there~~control ~~is a potential conflict~~ of ~~interest~~the inPrincipal ~~that~~Stockholder. ~~our~~The ~~directors~~expenditures ~~and~~were ~~officers~~primarily ~~have~~related ~~the authority~~ to ~~determine issues concerning management~~ compensation, ~~nominations,~~ and ~~audit~~legal ~~issues~~expenses ~~that~~for ~~may~~the ~~affect~~Company related ~~management~~to ~~decisions.~~the WeCompany ~~are~~preparing ~~not~~to ~~aware~~structure ofa ~~any~~transaction ~~other~~to ~~conflicts of~~become ~~interest~~a ~~with~~publicly ~~any~~traded ~~of our executive officers or directors~~company.

~~Involvement~~From May 11, 2011, (commencement of operations) through December 31 2012, SF P, LLC (“SF P LLC”), expended $13,939 of funds on behalf of the Company and is recorded as a component of accounts payable, related parties in ~~Certain~~the ~~Legal~~accompanying ~~Proceedings~~consolidated balance sheet at December 31, 2012. SF P LLC is owned entirely by entities under the control of the Principal Stockholder. The expenditures were primarily related to legal and consulting expenses for the Company related to the Company preparing to structure a transaction to become a publicly traded company.

~~There~~We ~~are~~have noengaged, ~~legal~~and ~~proceedings~~may ~~that~~engage ~~have~~in ~~occurred within~~ the ~~past~~future, ~~five~~in ~~years~~transactions ~~concerning~~ with our ~~directors,~~affiliates or ~~control~~stockholders, ~~persons~~officers ~~which~~and ~~involved~~directors aof ~~criminal~~our ~~conviction,~~affiliates. aTexTron ~~criminal proceeding~~Southwest, anInc. (“TexTron”) provides ~~administrative~~operating orservices ~~civil~~including ~~proceeding~~drilling ~~limiting~~of ~~one's~~wells ~~participation~~and inongoing ~~the~~operating ~~securities~~management orfor ~~banking~~oil ~~industries,~~and orgas aentities ~~finding~~and ofis ~~securities~~owned by entities orunder ~~commodities~~the ~~law~~control ~~violations~~of the Principal Stockholder.

15F-14

~~Item~~ Santa ~~10.~~Fe ~~Executive~~Petroleum, ~~Compensation~~Inc. and Subsidiaries

~~Summary~~ Notes to ~~Compensation~~the Consolidated Financial Statements

~~Since~~ For ~~our~~the ~~incorporation~~Period ,from weMay ~~have not paid~~11, ~~any~~2011 ~~compensation~~(Commencement ~~to any~~ of ~~our~~ ~~Directors in consideration for their services rendered~~ Operations) to ~~our~~December ~~Company in their capacity as such~~31. We ~~have no employment agreements with any of our Directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.~~2011

~~Since~~ And ~~our~~for ~~incorporation~~the ,Year noEnded ~~stock options~~December or31, ~~stock appreciation rights were granted to any of our Directors or executive officers. We have no long-term equity incentive plans.~~2012

~~Outstanding~~Note ~~Equity~~9- ~~Awards~~Commitment and Contingencies

~~None~~From time-to-time the Company may become subject to proceedings, lawsuits and other claims in the ordinary course of ~~our~~business ~~Directors~~including orproceedings ~~executive~~related to environmental and other matters. ~~officers~~Such ~~holds~~matters ~~unexercised~~are ~~options~~subject to many uncertainties, ~~stock~~and ~~that~~outcomes ~~has~~are not ~~vested,~~predictable with assurance. The Company is unaware of any claim or ~~equity~~lawsuit ~~incentive~~as ~~plan~~of ~~awards~~and December 31, 2011 and December 31, 2012.

~~Compensation~~The Company is subject to various possible contingencies that arise primarily from interpretation of ~~Directors~~federal and state laws and regulations affecting the oil and natural gas industry. Such contingencies include differing interpretations as to the prices at which oil and natural gas sales may be made, the prices at which royalty owners may be paid for production from their leases, environmental issues and other matters. Although management believes that it has complied with the various laws and regulations, administrative rulings and interpretations thereof, adjustments could be required as new interpretations and regulations are issued. In addition, environmental matters are subject to regulation by various federal and state agencies.

~~Since~~Note ~~our~~10 ~~incorporation~~- ,Subsequent ~~no compensation has been paid to any of our Directors other than mentioned above in consideration for their services rendered in their capacity as directors.~~Events

~~Item~~ Santa ~~11.~~Fe ~~Security~~Petroleum, ~~Ownership~~Inc. ~~of Certain Beneficial Owners~~ and ~~Management and Related Stockholder Matters.~~Subsidiaries

~~The following table lists, as of~~ Notes ~~March 22 ,2012, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known~~ to ~~our Company to be~~ the ~~beneficial~~Consolidated ~~owner~~Financial of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.Statements

~~The~~ For ~~percentages~~the ~~below~~Period ~~are~~from ~~calculated~~May ~~based on 5~~11,~~500,000 shares~~ of2011 ~~our~~(Commencement ~~common stock issued and outstanding as~~ of ~~March 22 , 2012 . We do not have any outstanding options, warrants or other~~Operations) ~~securities~~to ~~exercisable~~December ~~for or convertible into shares of our common stock~~31. 2011

16 And for the Year Ended December 31, 2012

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote (1)		Percent of Common Stock Beneficially Owned or Right to Direct Vote
Efrat Schwartz		1,500,000		27	%
Merav Shalom		1,500,000		27	%

Lease Transactions

On February 11, 2013, Santa Fe Petroleum, Inc. (the “Company”) entered into a Lease Acquisition Agreement (the "Lease Acquisition Agreement") with Long Branch Petroleum LP (“Long Branch”). Pursuant to the terms and conditions of the Lease Acquisition Agreement, the Company shall acquire from Long Branch mineral interest leases (the “Leases”) in certain properties in the Comanche and Brown counties of the State of Texas (the “Properties”). In exchange, the Company is required to enter into six (6) Unsecured Convertible Promissory Notes totaling an aggregate amount of Four Hundred and Forty Four Thousand One Hundred and Forty Eight Dollars ($444,148).

On February 11, 2013, Santa Fe completed the purchase of multiple leases totaling approximately 1,628 in the area of its test well in North Central Texas. This purchase, plus the existing 76 acres that Santa Fe already owned, brings the total of the Company’s holdings to 1,704 acres for future drilling. With this added acreage, Santa Fe expects to plan for approximately 12-20 drilling locations depending on the number of Marble Falls and Barnett Shale oil wells that are drilled respectively.

Unsecured Convertible Promissory Notes

On February 5, 2013, the Company issued an Unsecured Convertible Promissory Note (the "Tomm Note") to Suzanne Tomm ("Ms. Tomm"). Per the terms of the Tomm Note, the Company promised to pay Ms. Tomm a total amount of Thirty Seven Thousand Five Hundred Dollars ($37,500), which accrues no interest and is due fourteen (14) months from the date of issuance. The Tomm Note also contains customary events of default and, at the election of Ms. Tomm at any time before the date of maturation, shall be convertible into the common stock of the Company at a value equal to $0.25 per share.

On February 5, 2013, the Company issued an Unsecured Convertible Promissory Note (the "Hubele Trust Note") to the Roger K. Hubele Living Trust (the "Hubele Trust"). Per the terms of the Hubele Trust Note, the Company promised to pay the Hubele Trust a total amount of Seventy Five Thousand Dollars ($75,000), which accrues no interest and is due fourteen (14) months from the date of issuance. The Hubele Trust Note also contains customary events of default and, at the election of the Hubele Trust at any time before the date of maturation, shall be convertible into the common stock of the Company at a value equal to $0.25 per share.

On February 5, 2013, the Company issued an Unsecured Convertible Promissory Note (the "Jason Hubele Note") to Jason Hubele (the "Mr. Jason Hubele"). Per the terms of the Jason Hubele Note, the Company promised to pay Mr. Jason Hubele a total amount of Thirty Seven Thousand Five Hundred Dollars ($37,500), which accrues no interest and is due fourteen (14) months from the date of issuance. The Jason Hubele Note also contains customary events of default and, at the election of Mr. Jason Hubele at any time before the date of maturation, shall be convertible into the common stock of the Company at a value equal to $0.25 per share.

On February 7, 2013, the Company issued an Unsecured Convertible Promissory Note (the "Raber Note") to Ryan Raber ("Mr. Raber"). Per the terms of the Raber Note, the Company promised to pay Mr. Raber a total amount of Twenty Five Thousand Dollars ($25,000), which accrues no interest and is due fifteen (15) months from the date of issuance. The Raber Note also contains customary events of default and, at the election of Mr. Raber at any time before the date of maturation, shall be convertible into the common stock of the Company at a value equal to $0.25 per share.

On February 8, 2013, the Company issued an Unsecured Convertible Promissory Note (the "Gormley Note") to Dennis Gormley ("Mr. Gormley"). Per the terms of the Gormley Note, the Company promised to pay Mr. Gormley a total amount of Twenty Five Thousand Dollars ($25,000), which accrues no interest and is due fifteen (15) months from the date of issuance. The Gormley Note also contains customary events of default and, at the election of Mr. Gormley at any time before the date of maturation, shall be convertible into the common stock of the Company at a value equal to $0.25 per share.

On February 11, 2013, the Company issued an Unsecured Convertible Promissory Note (the "Long Branch Note") to Long Branch. Per the terms of the Long Branch Note, the Company promised to pay Long Branch a total amount of Two Hundred Forty Four Thousand One Hundred Forty Eight ($244,148), which accrues no interest and is due fifteen (15) months from the date of issuance. The Long Branch Note also contains customary events of default and, at the election of Long Branch at any time before the date of maturation, shall be convertible into the common stock of the Company at a value equal to $0.25 per share.

Settlement Agreements

On February 5, 2013, the Company entered into a Settlement and Release Agreement (the "Tomm Settlement Agreement") with Ms. Tomm pursuant to which: (i) the Company agreed to grant to Ms. Tomm a 2% Net Revenue Interest in the Leases; (ii) the Company issued the Tomm Note to Ms. Tomm; and (iii) Ms. Tomm agreed to terminate that certain Participation Agreement between the Company and Ms. Tomm dated February 15, 2012 (the “Tomm Participation Agreement”).

On February 5, 2013, the Company entered into a Settlement and Release Agreement (the "Hubele Trust Settlement Agreement") with the Hubele Trust pursuant to which: (i) the Company agreed to grant to the Hubele Trust a 2% Net Revenue Interest in the Leases; (ii) the Company issued the Hubele Trust Note to the Hubele Trust; and (iii) the Hubele Trust agreed to terminate that certain Participation Agreement between the Company and the Hubele Trust dated February 15, 2012 (the “Hubele Trust Participation Agreement”).

On February 5, 2013, the Company entered into a Settlement and Release Agreement (the "Jason Hubele Settlement Agreement") with Mr. Jason Hubele pursuant to which: (i) the Company agreed to grant to Mr. Jason Hubele a 2% Net Revenue Interest in the Leases; (ii) the Company issued the Jason Hubele Note to Mr. Jason Hubele; and (iii) Mr. Jason Hubele agreed to terminate that certain Participation Agreement between the Company and Mr. Jason Hubele dated February 15, 2012 (the “Jason HubeleParticipation Agreement”).

On February 7, 2013, the Company entered into a Settlement and Release Agreement (the "Raber Settlement Agreement") with Mr. Raber pursuant to which: (i) the Company issued the Raber Note to Mr. Raber; and (ii) Mr. Raber agreed to terminate that certain Participation Agreement between the Company and Mr. Raber dated April 4, 2012 (the “Raber Participation Agreement”).

On February 8, 2013, the Company entered into a Settlement and Release Agreement (the "Gormley Settlement Agreement") with Mr. Gormley pursuant to which: (i) the Company issued the Gormley Note to Mr. Gormley; and (ii) Mr. Gormley agreed to terminate that certain Participation Agreement between the Company and Mr. Gormley dated April 4, 2012 (the “Gormley Participation Agreement”).

Other Agreements

On February 7, 2013, the Company retained Merriman Capital, Inc. as its nonexclusive financial advisor to assist the Company in its capital raising efforts. The term of the engagement is one year. For its services, Merriman Capital, Inc. was paid a retainer of 100,000 shares of restricted stock and will receive a financing completion fee of 8% of the capital raised. Merriman can also receive a Merger and Acquisition Completion fee of 4% of the transaction value for an acquisition or for the sale of the Company.

~~(1)~~Note ~~Beneficial~~11- ~~ownership~~Supplemental isOil ~~determined in accordance with the rules of the Securities~~ and ~~Exchange~~Gas Commission (the "SEC") and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.Disclosures

~~Item~~Since ~~12.~~the ~~Certain~~Company ~~Relationships~~is in the development stage and ~~Related~~its ~~Transactions,~~oil and ~~Director~~natural ~~Independence~~gas property is considered probable, reserve data is not presented.

Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholders, or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.F-15

AsITEM of9. ~~December~~CHANGES ~~31,~~IN ~~2011,~~AND ~~the~~DISAGREEMENTS ~~Company~~WITH ~~owed~~ACCOUNTANTS ~~$22,900~~ON ~~to Directors,~~ACCOUNTING ~~officers,~~AND ~~and~~FINANCIAL ~~principal stockholders of the Company for working capital loans.~~DISCLOSURE

OnEffective July ~~December 1~~10, ~~2010~~2012, the Company ~~issued~~dismissed ~~3,000,000~~Weinberg ~~shares of~~& ~~its~~Baer ~~common~~LLC ~~stock~~(“Weinberg”) toas ~~Directors~~our ~~and~~certifying ~~officers~~accountants. ~~for~~Our Board ~~$300~~approved ~~receivable~~this action. The ~~Company~~reports ~~received~~of ~~payment~~Weinberg on the Registrant’s financial statements for each of the ~~receivable~~fiscal inyears ended ~~January~~December 31, 2011 and 2010 and the interim period ended March 31, 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that their report expressed substantial doubt as to the Registrants ability to continue as a going concern.

17On July 10, 2012, we engaged Rothstein Kass as our new independent accountant. Our Board approved this action. The decision to dismiss Weinberg and to engage Rothstein Kass was based on our business plan for the acquisition, exploration and development of oil and gas properties.

~~Director~~On December 19, ~~Independence~~2012, KWCO, PC (“KWCO”) accepted the appointment as the registered independent public accountant for Santa Fe Petroleum, Inc., a Delaware corporation (the “Company”), and Rothstein Kass (“RK”) was dismissed as the registered independent public accountant for the Company.

WeIn connection ~~are~~with ~~not~~the ~~subject~~audit toand ~~listing~~review ~~requirements~~ of ~~any~~the ~~national securities~~financial ~~exchange~~statements orof ~~national~~the ~~securities~~Company ~~association~~through December ~~and~~19, ~~as a result~~2012, there wewere no ~~are~~disagreements ~~not~~on atany ~~this~~matter ~~time~~of ~~required~~accounting toprinciples ~~have~~or ~~our~~practices, ~~board~~financial ~~comprised of~~statement adisclosures, ~~majority~~or ofauditing ~~“independent~~scope ~~directors.”~~or Weprocedures, which dodisagreements if not ~~believe~~resolved ~~that~~to ~~any~~their ofsatisfaction ~~our~~would ~~directors~~have ~~currently~~caused ~~meet~~them ~~the~~to ~~definition of~~make ~~“independent”~~reference asin ~~promulgated~~connection bywith ~~the~~RK’s opinion ~~rules~~to ~~and~~the ~~regulations~~subject matter of the ~~American Stock Exchange~~disagreement.

~~Item~~In connection ~~13.~~with ~~Principal~~the ~~Accounting~~audited ~~Fees~~financial statements of the Company for the years ended December 31, 2012 and ~~Services~~2011, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

~~Our~~ITEM ~~principal independent accountant is Weinberg and Bear LLC~~9A. ~~Their~~CONTROLS ~~pre-approved~~AND ~~fees billed to the Company are set forth below:~~PROCEDURES

	For Fiscal Year Ended December 31, 2011		For Fiscal Year Ended December 31, 2010
Audit Fees	$	11,000	$	10,000
Tax Fees ( Paid to Alan Weinberg CPA )	$	500	$	500

Evaluation of Disclosure Controls and Procedures

AsOur management, with the participation of ~~December~~our ~~31,~~Principal ~~2011~~Executive Officer, has evaluated the ~~Company~~effectiveness of our disclosure controls ~~did~~and ~~not~~procedures ~~have~~(as asuch ~~formal~~term ~~documented~~is ~~pre~~defined in Rules 13a-~~approval~~15(e) ~~policy~~and ~~for~~15d-15(e) under the ~~fees~~Exchange Act), as of the ~~principal~~end ~~accountant~~of the period covered by this report. ~~The~~Disclosure ~~Company~~controls ~~does~~and ~~not~~procedures ~~have~~include, anwithout ~~audit~~limitation, controls and procedures designed to ensure that ~~committee.~~information ~~The~~required ~~percentage~~to ofbe ~~hours~~disclosed ~~expended~~in onthe reports we file or submit under the ~~principal~~Exchange ~~accountant's~~Act ~~engagement~~is accumulated and communicated to management, ~~audit~~including our ~~financial~~Principal ~~statements~~Executive ~~for~~Officer ~~the~~and Principal Financial Officer (when appointed), as appropriate, to allow ~~most~~timely ~~recent~~decisions ~~fiscal~~regarding ~~year~~required disclosure. Based on such evaluation, our Principal Executive Officer has concluded that, as ~~were~~of ~~attributed~~the toend ~~work~~of ~~performed~~the period covered by ~~persons~~this ~~other~~report, ~~than~~our ~~the~~disclosure ~~principal~~controls ~~accountant's~~and ~~full-time~~procedures are not effective in recording, ~~permanent~~processing, ~~employees~~summarizing ~~was~~and 0%reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

~~PART~~It should IVbe noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and we cannot assure you that any design will succeed in achieving its stated goals.

~~Item~~Management’s Report ~~14.~~on ~~Exhibits~~Internal ~~and~~Control Over Financial ~~Statement Schedules.~~Reporting

Exhibit		Description
Exhibit
3.1		Articles of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on January 9, 2012 )
3.2		Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on January 9 , 2012 )
3.3		Form of Common Stock Certificate of the Company (filed as Exhibit 3.3 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on January 9 , 2012 )
10.1		Patent Assignment Agreement (filed as Exhibit 10.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on January 9 , 2012 )
31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Accounting Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)
32.2		Certification of Principal Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States generally accepted accounting principles (“US GAAP”).

18As of December 31, 2011, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, as at December 31, 2012 such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

~~SIGNATURES~~The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate entity level controls due to the absence of an audit committee and the presence of only one outside director on our board of directors and (2) lack of a current Principal Financial Officer and a Principal Accounting Officer.

InManagement believes ~~accordance~~that ~~with~~none ~~Section~~of 13the ormaterial ~~15(d)~~weaknesses ofset forth above had a material adverse effect on the ~~Exchange~~Company's financial results ~~Act,~~for the ~~registrant~~fiscal ~~caused~~year ~~this~~ended ~~report~~December to31, be2012. ~~signed~~Management onis ~~its~~concerned ~~behalf~~that bythe material weaknesses set forth above could result in ineffective oversight in the ~~undersigned,~~establishment ~~thereunto~~and ~~duly~~monitoring ~~authorized~~of required internal controls and procedures and result in a material misstatement in our financial statements in future periods.

	Baby All Corp
Date: March 22 ,2012		By:	/s/ Efrat Schwartz
		Name:
		Title: Chief Executive Officer, and Director
		By ;	/s/ Merav Shalom
		Name :
		Title : Principal Accounting and Financial Officer , and Secretary

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action by implementing additional enhancements or improvements, or deploying additional human resources as may be deemed necessary.

InThis Annual ~~accordance~~Report ~~with~~does ~~the~~not ~~Exchange~~include ~~Act,~~an ~~this~~attestation report ~~has~~of the Company’s registered public accounting firm regarding internal ~~been~~controls ~~signed~~over ~~below~~financial reporting. Management’s report was not subject to attestation by the ~~following~~Company’s ~~persons~~registered public onaccounting ~~behalf~~firm ofpursuant to the ~~registrant~~temporary ~~and~~rules inof the ~~capacities~~SEC ~~and~~that onpermit the ~~dates~~Company ~~indicated~~to provide only management’s report in this Annual Report.

Date: March 22 ,2012	By:	/s/ Efrat Schwartz
	Name:
	Title: Chief Executive Officer, and Director
Date: March 22 , 2012	By:	/s/ Merav Shalom
	Name:
	Title: Principal Accounting and Financial Officer , and Secretary

Changes in Internal Control Over Financial Reporting

19There have been no changes in our internal control over financial reporting during our fourth fiscal quarter of our fiscal year ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors and executive officers and their respective ages as of the date of this Annual Report are as follows:

Name	Age	Position with the Company
Tom Griffin	68	Chairman of the Board, Chief Executive Officer, President and a Director
Jack Nelson	66	Director

Tom Griffin, Director, Chairman of the Board, President, Secretary and Director

Mr. Griffin has over 16 years of experience in the exploration and production of oil and natural gas. He began as the chief executive of SFP2 in 1997, where he managed drilling of 27 wells, and subsequently became chief executive of SFP, an oil and gas exploration and production company that is currently a holding company. In 2012, Mr. Griffin was selected to serve as the CEO of the Company and as a director of the Company due to his extensive experience and expertise in managing companies involved in the field of oil and gas exploration.

Jack Nelson, Director

Mr. Nelson has extensive experience in many facets of the construction, aviation, and oil and gas industries. His depth of knowledge extends through sales, marketing, management and consulting. Mr. Nelson has worked with international land and commercial development companies as well as international aviation companies. Since 2007, he has served as President of D&J Enterprises LLC, a multifaceted management and consulting firm. From 2008 to 2010, he also served as Vice President of SF Petro, Inc. (formerly Santa Fe Petroleum, Inc.), a private oil and gas company incorporated in Texas that is controlled by our Principal Stockholder and is now a non-operating holding company. Mr. Nelson is a military veteran having served as an officer flying helicopters in the Army. He is a multi-rated pilot, and from 1990 to 2008, he served as a captain for ATA Airlines. Mr. Nelson was selected to serve as a Director of the Company due to his extensive experience in several industries and, specifically, in the oil and gas industry.

Audit and Compensation Committees

As a development stage company with a limited history and just two directors, we do not believe that the creation of Board Committees would be the best use of our resources and time. As a result, we do not have a Compensation Committee or an Audit Committee (or, consequently, an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K).

Our Board of Directors believes that it is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting and that establishing an audit committee and retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome at this time.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the following events during the past five years: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics policy that applies to all directors and officers. The code describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. A copy of the Code of Business Conduct and Ethics can be viewed on our website at the following URL: http://www.sfpetroleum.com/?s=ethics

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors and officers and the persons who beneficially own more than 10% of the common stock of a company with securities registered under Section 12 of the Exchange Act, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to that company pursuant to Rule 16a-3 promulgated under the Exchange Act. We believe that the Company’s directors, officers and the persons who beneficially own more than 10% of our common stock have complied with all applicable filing requirements during the year ended December 31, 2012.

Indemnification of Directors and Officers

Our bylaws in Article XII provide that to the fullest extent permitted by Delaware law, the Company shall indemnify our directors and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the corporation. The indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment in the Company may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that the indemnification provisions in our bylaws are necessary to attract and retain qualified persons as directors and officers.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Summary Compensation Table below sets forth from May 11, 2011 (commencement of operations) through December 31, 2012, the compensation awarded to, earned by, or paid to our named executive officers in each of the fiscal years ended in that period.

Summary Compensation Table

Name and Principal Position	Year	Salary $	Bonus $	Stock Awards $	Option Awards $	Nonequity Incentive Plan Compensation $	Nonqualified Deferred Compensation Earnings $	All other Compensation $	Total $
Bruce A. Hall, CEO and CFO (1)	2012		10,000						10,000
	2011		90,000	116,629(2)					206,629
Tom Griffin, President, CEO (3)	2012		120,000						120,000
	2011		90,000						90,000

(1)

Mr. Hall served as our CEO and CFO from April 1, 2011 to November 28, 2012.

(2)

Effective May 11, 2011 (commencement of operations), Mr. Griffin granted 8,347,826 shares of common stock to Mr. Hall. Under SAB Topic 5T, Miscellaneous Accounting, this grant was deemed stock based compensation of the Company and was valued in accordance with ASC 718,Stock Compensation, based on the net asset value of the Company on May 11, 2011.

(3)

Mr. Griffin became our President on May 11, 2011 and our CEO on November 28, 2012.

The Company has no outstanding equity award plans.

The Company does not have a written agreement with Tom Griffin, our President and Chief Executive Officer. Pursuant to an oral agreement among Mr. Griffin, SF Petroleum, LLC (an affiliate of the Company) and the Company (the “Griffin Agreement”), the Company has agreed to pay Mr. Griffin a $15,000 monthly fee plus payment of out of pocket expenses in return for his consulting services. The Griffin Agreement is terminable on 30 days’ notice.

The Company has not paid any director compensation since the commencement of operations.

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

The following table sets forth, as of March 31, 2013 certain information regarding the ownership of our common stock by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our Principal Executive Officer and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, the address of each person shown is c/o Santa Fe Petroleum, Inc., 4011 W Plano Pkwy #126 Plano, Texas 75093. Beneficial ownership, for purposes of this table, includes options to purchase common stock that are either currently exercisable or will be exercisable within 60 days of the date of this Annual Report.

	Number of Shares of Common		Percent of
Name and Address of Beneficial Owner (1)	Stock Beneficially Owned		Outstanding Shares (2)

Tom Griffin	26,473,997	(3)		62.6	%

Vernon Hughes	6,000,000	(4)		13.5	%

Jack Nelson	-			-

Directors and executive officers as a group	26,473,997			62.6	%

(1)	The address of each beneficial owner is care of the Company at 4011 W. Plano Parkway, Suite 126, Plano, Texas 75093.
(2)	Based upon (i) 41,288,511 outstanding shares of Common Stock as of March 31, 2013 and (ii) any shares that such person has the right to acquire within the next 60 days.
(3)	Includes shares held by Long Branch Petroleum, L.P., of which Mr. Griffin is the President as well as 976,592 shares into which an unsecured convertible note held by Long Branch Petroleum, L.P. is convertible.
(4)	Includes 3,000,000 exercisable warrants to purchase shares of Common Stock.

There are no arrangements or understanding among the parties set out above or their respective associates or affiliates concerning election of directors or any other matters which may require shareholder approval.

Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Following is a description of certain relationships and related transactions between us and our directors, executive officers, and 5% stockholders. In the future, we plan to present all such possible transactions to our Board for consideration and approval. Any such transaction will require approval by a majority of the disinterested directors, and such transactions will be on terms no less favorable than those available to disinterested third parties.

Capitalization of SFO

On May 11, 2011, SFO acquired 100% of the member units of SFL in exchange for 33,478,261 shares of Common Stock and 1,999,150 warrants to SFL member unit holders in exchange for their SFL member units. All the SFL member unit holders were entities under the control of Tom Griffin, our chairman of the board. This acquisition was accounted for as a combination of entities under common control; therefore, the assets transferred are reflected on our balance sheet at their historical cost basis of $494,132.

In connection with the SFL Acquisition, we acquired SFL’s oil and natural gas working interests of 100% with a net revenue interest of 75 % for any well bore on this 76 acres in Comanche County, Texas. Additionally, we acquired a mineral lease over approximately 76 acres of land as part of the SFL Acquisition. Initially, the lease was acquired for $31,390 from a third party through an entity controlled by the Principal Stockholder. In connection with the SFL Acquisition, which was accounted for as a combination of entities under common control, the lease was acquired by SFL for the historical cost of $31,390 from the entity controlled by the Principal Stockholder.

Share Exchange

In the Exchange described above, Mr. Griffin exchanged 18,157,329 shares of SFO for 18,157,329 shares of our Common Stock, and Mr. Hall exchanged 8,347,826 shares of SFO for 8,347,826 shares of our Common Stock.

Land Banks

Over 99% of each of the Land Banks is owned by Long Branch. The President of Long Branch is Tom Griffin, our President and Chairman of the Board. The remaining ownership interest in each of the Land Banks is also owned by Long Branch, a company controlled by Tom Griffin. As described below in the description of our related party transaction with Long Branch Petroleum, we acquired leases from the Land Banks in February 2013.

Long Branch Petroleum

In February 2013, we entered into the Long Branch Lease Acquisition Agreement with Long Branch whereby we acquired from the Land Banks 10 leases covering approximately 1,628.5 acres of undeveloped oil and gas properties. The President of Long Branch is Tom Griffin, our President and Chairman of the Board. We acquired the leases to these properties in exchange for (i) issuing $444,148 of unsecured notes convertible into shares of our common stock at $0.25 per share and (ii) entering into Settlement Agreements with six parties designated by Long Branch. Of the $444,148 of notes issued, we issued a note for $244,148 to Long Branch and the remainder to investors that had bought SFO stock from Long Branch. The settlement agreements were entered into with investors that bought SFO stock from Long Branch and granted an aggregate up to 6% net revenue interest in the leases acquired under the Long Branch Lease Acquisition Agreement.

SF Petroleum LLC

In the year ended December 31, 2012, SFP, expended $23,021 of funds on behalf of the Company and is recorded as a component of accounts payable, related parties in the accompanying consolidated balance sheet at December 31, 2012. SFP is owned entirely by entities under the control of Tom Griffin, our President and Chairman of the Board. The majority of the expenditures were for legal and consulting expenses for the Company related to the Company preparing to structure a transaction to become a publicly traded company. In addition to these expenditures, these funds were used to pay for the costs of field studies, overhead, and operational expenses.

Office Sublease

The Company’s executive offices are located at 4011 W. Plano Parkway, Suite 126, Plano, Texas 75093, where we occupy approximately 1,000 square feet of office space. Until June of 2012, we paid operating expenses of $2,628 per month under an arrangement with a company controlled by Tom Griffin, our President and Chairman of the Board, which leases the space from an unaffiliated owner. The payment represents our prorated portion of rent, internet services, computer equipment and office supplies. In the year ended December 31, 2012, we paid $15,768 for this prorated charge. We believe that our current office space and facilities will have to be expanded in the near future to meet our growth plans.

TexTron

We have engaged, and may engage in the future, in transactions with our affiliates or stockholders, officers and directors of our affiliates. TexTron Southwest, Inc. (“TexTron”) provides operating services including drilling of wells and ongoing operating management for oil and gas entities and is owned by entities under the control of Tom Griffin, our President and Chairman of the Board. Vernon Hughes, who beneficially owns approximately 13% of our common stock, is the Director of Field Operations for TexTron. In the year ended December 31, 2012, we paid $85,074 to TexTron for their services. In the year ended December 31, 2012, Textron Southwest, expended $156,473 of funds on behalf of the Company and is recorded as a component of accounts payable, related parties in the accompanying consolidated balance sheet at December 31, 2012

Director Independence

Currently, we are not subject to a requirement of any securities exchange or inter-dealer quotation system that any of our directors be independent. Mr. Nelson, however, would qualify as an “independent director” under the NASDAQ Stock Market’s Rule 5605(a)(2).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

KWCO PC

KWCO PC served as our independent registered public accounting firm and audited our financial statements for the fiscal year ended December 31, 2012. Aggregate fees for professional services rendered to us by KWCO PC are set forth below:

						Year Ended December 31, 2012

Audit Fees						$
Audit Related Fees						$
Tax Fees
All Other Fees
						$

KWCO PC has not charged us fees in or for professional services rendered in the fiscal year ended December 31, 2011.

Rothstein Kass & Co.

Rothstein Kass & Co. served as our independent registered public accounting firm for the period from July 10, 2012 to December 19, 2012. Aggregate fees for professional services rendered to us by Rothstein Kass & Co. are set forth below:

	Year Ended December 31, 2012

Audit Fees	$	27,900
Audit Related Fees	$	-
Tax Fees	-
All Other Fees	-
	$	27,900

Rothstein Kass & Co. has not charged us fees in or for professional services rendered in the fiscal year ended December 31, 2011.

Weinberg & Baer LLC

Weinberg & Baer LLC served as Baby All independent registered public accounting firm and audited our financial statements for the fiscal year ended December 31, 2011 and for a portion of the fiscal year ended December 31, 2012. SFPI, as the surviving accounting entity, paid no fees for professional services rendered to Baby All by Weinberg & Baer LLC.

Audit Fees

Audit fees are the aggregate fees billed for professional services rendered by our independent auditors for the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports and services provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not described in the preceding category.

Tax Fees

Tax fees are billed by our independent auditors for tax compliance, tax advice and tax planning.

All Other Fees

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.

Policy on Pre-Approval of Services Performed by Independent Auditors

It is our audit committee’s policy to pre-approve all audit and permissible non-audit services performed by the independent auditors. We approved all services that our independent accountants provided to us in the past two fiscal years.

ITEM 15. EXHIBITS

The following exhibits are filed as part of this registration statement. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.

Exhibit No.		Description
31.1		Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to 18 U.S.C. Section 1350.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SANTA FE PETROLEUM, INC.

By: /s/ Tom Griffin

Tom Griffin

Chairman, Principal Executive Officer and Acting Principal Accounting Officer

Date: April 16, 2013

Filing Compare · Santa Fe Petroleum, Inc.