UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
☑	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2011
	For the quarterly period ended March 31, 2012
¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
~~For the transition period _________ to _________~~	For the transition period _________ to _________
	Commission File Number: 001-34710
	Commission File Number: 333-151960

Savoy Energy Corporation

(Exact name of small business issuer as specified in its charter)

Nevada

26-0429687

(State or other jurisdiction of incorporation or

organization)

(IRS Employer Identification No.)

2100 West Loop South, Ste. 900 Houston, Texas 77027

Houston, Texas 77027

(Address of principal executive offices)

(713) 243-8788

(Issuer’s telephone number)

Check whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x ☐ Yes ¨ ☑ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐Yes ☑ No

~~Yes x No ¨~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

~~Indicate~~☐ byLarge ~~check mark whether the registrant is a large~~ accelerated filer, anAccelerated ~~accelerated~~ filer, a☐ ~~non-accelerated~~Accelerated filer, or☐ ~~a smaller reporting company. See the definitions of “large~~ Non-accelerated filer,” ~~“accelerated~~☑ ~~filer”~~Smaller ~~and “smaller~~ reporting company~~” in Rule 12b-2 of the Exchange Act.~~

¨Indicate by ~~Large~~check ~~accelerated~~mark ~~filer~~whether ~~Accelerated~~the ~~filer~~registrant ¨is ~~Accelerated~~a ~~filer~~shell ¨company ~~Non~~(as defined in Rule 12b-~~accelerated~~2 ~~filer~~of xthe ~~Smaller~~Exchange ~~reporting~~Act). ~~company~~☐ Yes ☑ No

~~Indicate~~State the bynumber ~~check~~of ~~mark~~shares ~~whether~~outstanding of each of the ~~registrant~~issuer’s isclasses aof ~~shell~~common ~~company~~stock, (as ~~defined~~of inthe ~~Rule~~latest ~~12b-2~~practicable date: 202,248,586 common shares as of ~~the~~April ~~Exchange~~20, ~~Act)~~2013. ~~¨ Yes x No~~

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 109,383,796 common shares as of November 8, 2011, which number does not include 100,000,000 shares which the Company has agreed to issue to its Chief Executive Officer, Arthur Bertagnolli (as described in greater detail under “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” below) as the Company does not currently have sufficient authorized, but unissued shares to affect such issuance.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	F-1-14
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	315-17
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	817
Item 4:	Controls and Procedures	818
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	1019
Item 1A:	Risk Factors	1019
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1019
Item 3:	Defaults Upon Senior Securities	1119
Item 4:	(Removed and Reserved)	1120
Item 5:	Other Information	1120
Item 6:	Exhibits	1220

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010	F-2
Consolidated Balance Sheets (unaudited) as of March 31, 2012 and December 31, 2011;	2
Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30 2011 and 2010;	F-3
Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2012 and 2011;	3
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2011 and 2010	F-4
Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2012 and 2011;	4
Notes to Consolidated Financial Statements (Unaudited)	F-5
Notes to Consolidated Financial Statements (unaudited).	5-14

F-1

SAVOY ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS

					March 31,		December 31,
					2012		2011
					(Unaudited)		(Audited)
	ASSETS
CURRENT ASSETS
		Cash and cash equivalents	$		168	$	8,151
		Prepaid and other current assets			10,000		10,000
		Total current assets			10,168		18,151

		OIL AND GAS PROPERTIES, FULL COST METHOD
		Properties subject to amortization			677,678		677,678
		Accumulated depletion, depreciation, amortization and impairment			(650,349)		(650,349)
		Oil and Gas Properties, Net			27,329		27,329

TOTAL ASSETS			$		37,497	$	45,480

	LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
		Accounts payable and accrued liabilities		$	77,143	$	68,441
		Accrued liabilities, related party			9,667		54,667
		Advances from unrelated party			3,000		154,003
		Advances from related party			18,630		18,430
		Accrued interest payable			57,074		57,572
		Notes payable (net of discount of $482,666 and $11,346, respectively)			194,266		547,886
		Note payable, related party			31,499		76,499
		Deferred revenue			7,000		7,000
		Derivative liability			2,532,868		125,695
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES					2,931,147		1,110,193

STOCKHOLDERS’ DEFICIT
		Preferred stock, $.001 par value; 10,000,000 shares authorized, 1,000 shares issued and outstanding			1		1
		Common stock, $.001 par value; 300,000,000 shares authorized,
		165,074,271 and 127,998,693 shares issued and outstanding, respectively			165,074		127,999
		Additional paid-in capital			1,977,831		1,975,364
		Accumulated deficit			(5,036,556)		(3,168,077)
		Total stockholders’ deficit			(2,893,650)		(1,064,713)

		TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	37,497	$	45,480

SAVOY ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	636		$	9,170
Total current assets		636			9,170
OIL AND GAS PROPERTIES, FULL COST METHOD
Properties subject to amortization		677,678			718,630
Accumulated depletion, depreciation, amortization and impairment		(650,349	)		(653,576	)
Oil and gas properties, net		27,329			65,054
TOTAL ASSETS	$	27,965		$	74,224
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	163,337		$	198,004
Advances from unrelated parties		3,000			151,003
Related party payable		167,833			-
Accrued interest payable		47,943			36,774
Notes payable (net of debt discount of $14,950 and $0, respectively)		647,061			518,000
Deferred revenue		7,000			-
Derivative liability		7,900			-
Total current liabilities		1,044,074			903,781
LONG-TERM LIABILITIES
Asset retirement obligations		-			8,555
TOTAL LIABILITIES		1,044,074			912,336
STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value; 300,000,000 shares authorized,
102,015,385 and 63,646,000 shares issued and outstanding, respectively.		102,015			63,646
Additional paid-in capital		1,946,297			1,797,657
Accumulated deficit		(3,064,421	)		(2,699,415	)
Total stockholders’ deficit		(1,016,109	)		(838,112	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	27,965		$	74,224
See notes to consolidated financial statements

See notes to consolidated financial statements.

F-2

SAVOY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(Unaudited)
						For the Three Months Ended
	For the Three Months Ended						For the Nine Months Ended
						March 31,
	September 30,						September 30,
						2012			2011
	2011			2010			2011			2010
									Restated
REVENUE
Oil and gas revenues	$	~~3,948~~		$	~~12,650~~$	5,274	$	~~9,703~~$	3,516	$	~~48,043~~
Total revenues		~~3,948~~			~~12,650~~	5,274		~~9,703~~	3,516		~~48,043~~
COSTS AND EXPENSES
Lease operating expenses		~~364~~			~~10,420~~	1,070		~~5,202~~	3,035		~~36,516~~
General and administrative expenses		198,476			116,291			391,020			997,605
General and administrative expense						66,089			106,522
Depletion, depreciation, amortization and impairment expense		-			~~934~~	-		65	65		~~5,451~~
Accretion expense		-			~~926~~	-		~~108~~	100		~~2,778~~
Gain on sale of working interest		-			~~(76,944~~	)-		~~(136,827~~	(96,827)		~~(310,264~~	)
Total costs and expenses		~~198,840~~			~~51,627~~	67,159		~~259,568~~	12,895		~~732,086~~
Net operating (loss)		(194,892	)		(38,977	)		(249,865	)		(684,043	)
Operating loss						(61,885)			(9,379)
OTHER INCOME (EXPENSES)
OTHER INCOME (EXPENSE)
Interest expense		~~(4,848~~	)		~~(3,054~~	(1,718,841)		~~(50,477~~	(82,513)		~~(7,597~~	)
Loss on settlement of debt		~~(19,367~~	)		-	-		~~(71,263~~	(12,000)		~~(242,100~~	)
Gain on fair value of derivative liability		6,600			-			6,600			-
Settlement of lawsuit						151,003
Total other (expenses)		(17,615	)		(3,054	)		(115,140	)		(249,697	)
Change in fair value of derivative liability						(238,756)			9,818
Net loss	$	(212,507	)	$	(42,031	)	$	(365,005	)	$	(933,740	)
Total other income (expenses)						(1,806,594)			(84,695)
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.02	)
Net loss					$	(1,868,479)		$	(94,074)
Weighted average common shares outstanding--basic and diluted		99,953,588			59,696,000			122,161,573			52,198,198
Basic and diluted net loss per common share					$	(0.01)		$	(0.00)
See notes to consolidated financial statements
Weighted average common shares outstanding-basic and diluted						144,175,102			66,236,000

~~F-3~~See notes to consolidated financial statements.

SAVOY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	For the Nine Months Ended
	September 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(365,005	)	$	(933,740	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depletion, depreciation, amortization and impairment expense		65			5,451
Accretion expense		108			2,778
Stock-based compensation		1,500			611,950
Loss on settlement of debt		71,263			242,100
Gain on sale of working interest		(136,827	)		(310,264	)
Amortization of debt discount		39,308			-
Gain on fair value of derivative liability		(6,600	)		-
Changes in assets and liabilities:
Accounts receivable		-			2,372
Accounts payable and accrued liabilities		383			190
Advances from unrelated parties		(148,003	)		-
Related party payable		167,833			-
Deferred revenue		7,000			-
Net cash used in operating activities		(368,975	)		(379,163	)
Cash flows from investing activities:
Proceeds from sale of oil and gas properties		142,100			409,048
Capital expenditures for development of oil and gas properties		(158	)		(40,043	)
Purchase of oil and gas properties		-			(28,900	)
Net cash provided by investment activities		141,942			340,105
Cash flows from financing activities:
Proceeds from issuance of debt		258,499			120,000
Return of capital		(20,000	)		(15,000	)
Repayment of long-term debt		(20,000	)		(97,500	)
Net cash provided by financing activities		218,499			7,500
Net decrease in cash and cash equivalents		(8,534	)		(31,558	)
Cash and cash equivalents, at beginning of year		9,170			60,345
Cash and cash equivalents, at end of year	$	636		$	28,787
Supplemental cash flow information:
Non cash investing and financing activities:
Beneficial conversion feature	$	39,758		$	-
Return of capital	$	20,000		$	52,800
Common stock issued for debt	$	38,269		$	67,500
Common stock issued for accrued expenses	$	-		$	177,226
Related party payable converted to debt	$	96,499		$	-
Debt issued as consideration for services	$	105,000		$	-
See notes to consolidated financial statements

F-4

SAVOY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
		For the Three Months Ended March 31,
			2012		2011
					Restated
Cash flows from operating activities:
	Net loss	$	(1,868,479)	$	(94,074)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depletion, depreciation, amortization and impairment		-		37,565
	Amortization of discount on convertible notes		11,181		34,389
	Change in fair value of derivative liabilities		238,756		(9,818)
	Interest expense associated with issuance of convertible debt		1,705,638		7,634
	Accretion expense		-		101
	Stock based compensation		-		1,500
	Loss on settlement of debt		-		12,000
	Gain on sale of oil and gas properties		-		(96,827)
	Settlement of lawsuit		(151,003)		-
	Changes in assets and liabilities:

	Accounts payable and accrued liabilities		55,724		(6,705)
Net cash used in operating activities			(8,183)		(114,235)

Cash flows from investing activities:
	Proceeds from sale of oil and gas properties		-		102,100
	Capital expenditures for development of oil and gas properties		-		(158)

Net cash provided by investment activities			-		101,942

Cash flows from financing activities:
	Proceeds from issuance of debt		-		30,000
	Repayment of long-term debt		-		(20,000)
	Advances from related parties		200		-
Net cash provided by financing activities			200		10,000

Net decrease in cash and cash equivalents			(7,983)		(2,293)
Cash and cash equivalents, at beginning of period			8,151		9,170
Cash and cash equivalents, at end of period		$	168	$	6,877

Supplemental cash flow information:
	Cash paid for interest	$	-	$	-
	Cash paid for income tax	$	-	$	-
Non cash investing and financing activities:
	Beneficial conversion feature	$	-	$	36,000
	Common stock issued for debt	$	17,300	$	42,000
	Debt discount for derivative liability	$	-	$	30,000

See notes to consolidated financial statements.

SAVOY ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited~~unaudited)

NOTE 1 – ~~ORGANIZATION OF BUSINESS AND BASIS OF PRESENTATION~~RESTATEMENT

As disclosed in our Current Report on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on September 4, 2012, the Board of Directors of Savoy Energy Corporation (~~the~~ “~~Company~~Savoy” or the “weCompany”) ~~was~~determined ~~incorporated~~that the asconsolidated ~~“Arthur~~financial ~~Kaplan~~statements ~~Cosmetics,~~for ~~Inc.”~~the onthree ~~June~~months ~~25,~~ended ~~2007~~March 31, 2011 included in our Quarterly Report on Form 10-Q for the ~~State~~period ended March 31, 2011 could no longer be relied upon as a result of ~~Nevada~~errors in such reports.

OnThe Company ~~March~~filed ~~31,~~an ~~2009,~~Amendment weon ~~entered~~Form ~~into~~10-Q/A an(“Amendment”) ~~Agreement~~on ~~and~~October ~~Plan~~10, of2012 ~~Merger~~to ~~(the~~amend ~~“Merger~~its ~~Agreement”)~~Quarterly ~~with~~Report ~~Plantation~~on ~~Exploration,~~Form 10-Q ~~Inc.,~~for athe ~~privately~~three ~~held~~months ~~Texas~~ended ~~corporation~~March 31, 2011 (the “~~Plantation~~Form ~~Exploration~~10-Q”), ~~and~~as ~~Plantation~~filed ~~Exploration~~with ~~Acquisition,~~the ~~Inc.~~SEC ~~(“Acquisition~~on ~~Sub”)~~July 1, a2011, The ~~newly~~Amendment ~~formed~~was ~~wholly-owned~~filed ~~Nevada~~solely ~~subsidiary. In~~for ~~connection~~the ~~with~~purpose of restating the ~~closing~~Consolidated ofFinancial ~~this~~Statements ~~merger~~to ~~transaction,~~correct ~~Acquisition~~an ~~Sub~~error ~~merged~~in ~~with~~accounting for ~~and~~certain ~~into~~convertible ~~Plantation~~promissory ~~Exploration~~notes ~~(the~~as ~~“Merger”)~~explained onmore ~~April~~fully 2,in ~~2009,~~Notes ~~with~~1 ~~the~~and ~~filing~~6 of ~~articles~~the ofaccompanying ~~merger~~notes ~~with~~to ~~the~~consolidated ~~Texas~~financial statements ~~Secretary~~as ofwell ~~State. As~~as ato ~~result~~expense $10,000 in fees as explained more fully in Note 5 of the ~~Merger,~~accompanying ~~Plantation~~notes ~~Acquisition~~to noconsolidated ~~longer~~financial statements, ~~exists~~which ~~and~~were ~~Plantation~~originally ~~Exploration~~recorded ~~became~~as ~~our~~a ~~wholly~~reduction in additional paid-~~owned subsidiary~~in capital.

OnThe Company ~~April~~has 3,restated ~~2009,~~its wefinancial ~~merged~~statements ~~with~~as ~~another~~at ~~wholly-owned~~March ~~subsidiary of our Company~~31, ~~known~~2011 ~~as Savoy Energy Corporation in a short-form merger transaction under Nevada law~~ and, infor ~~connection~~the ~~with~~three ~~this~~months ~~short~~then ~~form~~ended ~~merger, changed our name~~ to ~~Savoy Energy Corporation.~~reflect:

~~Effective~~1) an ~~June~~adjustment 2,to ~~2009,~~record the ~~Company’s~~initial ~~board~~derivative liability of ~~directors~~$37,634 ~~approved~~with ~~a forward split of~~ the ~~Company’s~~corresponding ~~common~~note ~~stock~~discount ~~on the basis~~ of ~~four~~$30,000 ~~shares for each share issued~~ and ~~outstanding~~interest expense ~~(4:1 split). The total number~~ of ~~authorized~~$7,634 ~~shares~~for ~~was~~the ~~not~~new ~~changed. The~~convertible ~~Company’s~~note ~~financial~~issued ~~statements~~on ~~reflect~~March 7, 2011(the ~~stock~~2011 ~~split on a retroactive basis.~~Note),

~~NOTE~~ 2) an –adjustment ~~SIGNIFICANT~~to ~~ACCOUNTING~~record ~~POLICIES~~the fair value change of the derivative liability from the issuance date of the 2011 Note to March 31, 2011, and the fair value change from December 31, 2010 to March 31, 2011 on the 2010 Notes, resulting in a decrease in the derivative liability and a credit to other expenses of $9,818,

~~The accompanying unaudited interim consolidated financial statements of Savoy Energy Corporation (the “Company"~~3) an ~~have~~adjustment ~~been~~to ~~prepared~~record ~~in accordance with accounting principles generally accepted in~~ the ~~United~~amortization ~~States~~ of ~~America and~~ the ~~rules~~note ofdiscounts the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Savoy’s annual report filed with the SEC on Form 10-K for the year ended December 31, 2010. In the opinion of ~~management~~$34,389 ~~all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position~~ and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year 2010 as reported in Form 10-K have been omitted.

4) a reclassification of $10,000 from reducing additional paid in capital to general and administrative expense. See Note 5.

5) reversing the original entries made where the Company recorded the beneficial conversion feature at a discount to the market value of the common stock. The discount related to the beneficial conversion feature was valued at $2,258 at inception. For the period ended March 31, 2011, $251 was initially charged to interest expense associated with the amortization of the debt discount. These entries have been reversed in the restated consolidated financial statements.

The cumulative effect of the restatements increased total liabilities by $48,710, increased additional paid-in capital by $42,742 and increased the net loss for the three months ended March 31, 2011 by $41,954 and accumulated deficit by $91,452.

a) Balance Sheet

	As of March 31, 2011

	As Reported			Adjustments		As Restated
CURRENT LIABILITIES
Notes payable, net of discount	$	497,493	$	(72,734 )	(1)(3)	$	424,759
Derivative liability		-		121,444	(1)(2)		121,444
Total current liabilities		852,689		48,710			901,399

TOTAL LIABILITIES		854,746		48,710			903,456

STOCKHOLDERS’ DEFICIT
Additional paid-in-capital		1,866,315		42,742	(4)		1,909,057
Accumulated deficit		(2,751,535)		(91,452)	(1)(2)(3)		(2,842,987)
Total stockholders’ deficit		(818,474)		(48,710)			(867,184)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	36,272	$	-		$	36,272

b) Statement of Operations

	For the three months ended March 31, 2011

	As Reported		Adjustments		As Restated

General and administrative expense	$	96,522	10,000	(4)	$	106,522
Total costs and expenses		2,895	10,000			12,895
Operating income (loss)		621	(10,000)			(9,379)

OTHER EXPENSES
Interest expense		(40,741)	(41,772)	(1)(3)		(82,513)
Change in fair value of derivative liability		-	9,818	(2)		9,818
Total other expenses		(52,741)	(31,954)			(84,695)

Net loss	$	(52,120)	(41,954)			(94,074)

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

Weighted average common shares outstanding - basic and diluted		66,236,000				66,236,000

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Savoy Energy Corporation ("the Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Savoy’s annual report filed with the SEC on Form 10-K for the year ended December 31, 2011, on April 16, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year 2011 as reported in Form 10-K have been omitted.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

The Company’s consolidated financial statements are based on a number of significant estimates, including oil and gas reserve quantities which are the basis for the calculation of ~~depletion,~~ depreciation, ~~amortization~~depletion and impairment of oil and gas properties, and timing and costs associated with its retirement obligations.

Cash and Cash Equivalents

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

F-5

Fair Value of Financial Instruments

As atdefined ~~September~~in ~~30,~~FASB ~~2011~~ASC Topic 820 – 10, ~~the~~“Fair Value Measurements and Disclosures,” fair value ofis ~~cash~~the ~~and~~price ~~cash~~that would ~~equivalents,~~be ~~accounts~~received ~~payable,~~upon ~~accrued~~the ~~liabilities,~~sale ~~advances,~~of ~~deferred~~an ~~revenue,~~asset ~~and~~or ~~notes~~paid ~~payable~~to ~~approximate~~transfer ~~carrying~~a ~~values~~liability ~~because~~in ofan orderly transaction between market participants at the ~~short-term~~measurement ~~maturity~~date. ofFASB ~~these~~ASC ~~instruments~~Topic 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements.

As at March 31, 2012, the fair value of cash, accounts receivable, accounts payable and notes payable approximate carrying values because of the short-term maturity of these instruments.

Oil and Gas Properties

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

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

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

Ceiling test

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

Oil and gas properties, not subject to amortization

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

Revenue Recognition

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

F-6

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

Costs associated with production are expensed in the period incurred.

Stock-Based Compensation

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

Deferred Taxes

~~Deferred~~The Company ~~taxes~~provides ~~are~~for ~~provided~~income ontaxes ~~the~~under ~~liability~~Statement ~~method~~ASC ~~whereby~~740 ~~deferred~~Accounting ~~tax assets are recognized~~ for ~~deductible~~Income ~~temporary~~Taxes. ~~differences~~ASC ~~and~~740 ~~operating~~requires ~~loss~~the ~~and~~use ~~tax~~of ~~credit~~an ~~carry~~asset ~~forwards~~ and liability ~~deferred~~approach ~~tax~~in ~~liabilities~~accounting ~~are recognized~~ for ~~taxable~~income ~~temporary differences~~taxes. ~~Temporary~~ ~~differences~~Deferred ~~are~~tax ~~the differences between the reported amounts of~~ assets and liabilities ~~and their tax bases. Deferred tax assets~~ are ~~reduced~~recorded bybased aon ~~valuation~~the ~~allowance~~differences ~~when, in~~ between the ~~opinion~~financial ofstatement ~~management,~~and ittax isbases ~~more likely than not that some portion or all~~ of ~~the deferred tax~~ assets ~~will~~and ~~not~~liabilities beand ~~realized. Deferred~~the tax ~~assets~~rates ~~and~~in ~~accrued~~effect ~~tax~~when ~~liabilities~~these differences are ~~adjusted~~expected to ~~for~~reverse. ~~the~~The ~~effects~~Company’s ofpredecessor ~~changes~~operated inas ~~tax~~entity-exempt ~~laws~~from Federal and ~~rates~~State onincome ~~the date of enactment~~taxes.

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

Earnings per Share of Common Stock

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

Recent Accounting Pronouncements

The Company does not expect recent accounting standards or interpretations issued or recently adopted to have a material impact on the Company’s consolidated financial position, operations, or cash flows. From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or the other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

Dividends

Dividends declared on our common stock are reflected as adjustments to retained earnings to the extent a surplus of retained earnings will exist after giving effect to the dividends. To the extent retained earnings are insufficient to fund the distributions; such payments constitute a return of contributed capital rather than earnings and are accounted for as a reduction to paid-in capital.

F-7

NOTE 4 3- – GOING CONCERN

The Company’s consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As As of ~~September~~March 3031, ~~2011~~2012, the Company’s ~~current liabilities exceed its current assets by $1,043,438 and its total liabilities exceed its total assets by $1,016,109. Additionally, the Company~~ has a working capital deficit of $3,071,982 has generated limited revenues, and has an accumulated deficit of $5,187,559. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

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

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

NOTE 5 4 – OIL AND GAS PROPERTIES

During June 2010, the Company entered into an option agreement with a shareholder and working interest participant in certain oil and gas properties located in Gonzales County, Texas, to allow the shareholder to put their interest in the properties to the Company. Pursuant to the option agreement, Savoy agreed to issue 2,640,000 shares of common stock to the shareholder, together with future monthly payments of $5,000 per month to the shareholder until the holding period lapses and the restrictive legend can be removed from the face of the share certificate. Upon the restriction removal, the monthly payment will cease and the shareholder has the option to assign their interest in the oil and gas properties to Savoy. The 2,640,000 shares of common stock ~~granted~~have tonot ~~the~~been ~~shareholder~~issued ~~were~~as ~~valued~~of ~~at $52,800, based on fair market value using quoted market prices on~~ the date of ~~grant~~this ~~and was recorded as a return of capital to the shareholder~~filing. During the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, 2011, the Company paid $2010,000 to the shareholder under the agreement which ~~was~~is ~~recorded~~included asin ageneral ~~return~~and ofadministrative ~~capital~~expenses tofor the ~~shareholder~~three months ended March 31, 2011.

In February 2011, the Company sold its 52.~~500~~5% working and revenue interest and the support equipment on the Zavadil No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $65,000 and forgiveness of payables in the amount of approximately $25,000. The proceeds associated with the support equipment and forgiveness of payable totaling approximately $79,000 was recorded as a gain on sale of ~~working interest~~assets. The proceeds associated with working and revenue interest totaling approximately $11,000 ~~were~~was accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In March 2011, the Company sold a 25.~~750~~75% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of approximately $37,000. The proceeds associated with the support equipment totaling approximately $14,000 ~~were~~was recorded as a gain on sale of ~~working interest~~assets. The proceeds associated with working and revenue interest totaling approximately $23,000 ~~were~~was accounted for as a reduction of capitalized costs, with no gain or loss recognized.

InNOTE 6 ~~April~~– ~~2011,~~NOTES the Company sold a 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $20,000. The full amount was recorded as a gain on sale of working interest.PAYABLE

InOn September 24, 2008, Plantation Exploration, Inc. entered into a financing agreement with Oil Investment Leases, Inc. (OIL) for cash advances totaling $290,000. On January 27, 2009 and May ~~2011~~4, 2009, the Company ~~sold~~amended ~~its~~the ~~remaining~~September ~~12.875%~~24, ~~working~~2008 ~~and~~agreement ~~revenue~~with OIL ~~interest~~for ~~and~~advance cash payments under the ~~support~~demand ~~equipment~~loan onand to assign the ~~Rozella~~debt ~~Kifer~~from NoPlantation Exploration to Savoy. 1On ~~well~~December in22, 2011, ~~Gonzales~~the ~~County~~outstanding balance of advances from OIL of $282,500 ~~Texas~~was sold, transferred and assigned by OIL to ~~Lucas~~ASL Energy, ~~Inc~~Corp. (ASL). On March 30, ~~for~~2012 ~~cash~~ASL ~~proceeds~~assigned ofsold ~~$20~~and transferred (the Assigned OIL Note) the OIL Note to Carebourn Partners,~~000. The~~ ~~full~~LLC ~~amount~~(“Carebourn”). As ~~was~~of ~~recorded~~March as31, a2012, ~~gain~~the onoutstanding ~~sale~~balance of ~~working~~the ~~interest~~Assigned OIL Note was $282,500.

F-8

~~NOTE~~On March 22, 2010 (the 1st March 2010 Note) the Company borrowed $40,000 from non-related third parties bearing interest at 5% –per ~~NOTES~~annum. ~~PAYABLE~~The loans are unsecured and the principal and accrued and unpaid interest was payable at maturity on November 30, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature. The convertible promissory note bears interest at 5% per annum and matured April 10, 2011, at which date the $40,000 and any accrued interest is payable or convertible at a price of $0.01 per share. The outstanding principal balance of the convertible promissory note at March 31, 2012 was $24,500, which is in default and classified as current debt. The Company evaluated the terms of the amendment to the note and concluded that the amended note did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since the amended note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature was valued at $12,000 based on the intrinsic value of the discount. The discount was fully amortized at March 31, 2011 due to the short-term nature of the Note. For the period ended March 31, 2011, $12,000 was charged to interest expense associated with the amortization of the debt discount.

On March ~~September 24~~22, ~~2008,~~2010 ~~Plantation~~(the ~~Exploration~~2nd March 2010 Note) the Company borrowed $40,000 ~~Inc~~from non-related third parties bearing interest at 5% per annum., ~~entered~~The ~~into~~loans aare ~~financing~~unsecured ~~agreement~~and ~~with~~the ~~Oil~~principal ~~Investment~~and ~~Leases,~~accrued ~~Inc.~~and ~~(OIL),~~unpaid ~~for~~interest ~~cash~~was ~~advances~~payable ~~totaling~~at ~~$290~~maturity on November 30,~~000~~ 2010. On ~~January~~The ~~27,~~Company ~~2009~~used ~~and~~the ~~May~~proceeds 4for working capital. On January 12, ~~2009~~2011, the Company amended this note to create a conversion feature and increased the ~~September~~face 24amount to $41,500. The ~~2008~~convertible ~~agreement~~promissory ~~with~~note ~~OIL~~bears ~~for~~interest ~~advance~~at ~~cash~~5% ~~payments~~per ~~under~~annum ~~the~~and ~~demand~~matured April ~~loan~~10, ~~and~~2011, toat ~~assign~~which date the ~~debt~~$41,500 ~~from~~and ~~Plantation~~any ~~Exploration~~accrued tointerest ~~Savoy. The~~is ~~amended~~payable ~~agreements~~or ~~provided~~convertible ~~for~~at ~~total~~a ~~borrowings~~price of $~~335~~0.01 per share. The outstanding balance of the convertible promissory note at March 31,~~000~~ ~~and~~2012 was $~~360~~12,~~000~~182, ~~respectively,~~which ~~due~~is onin ~~demand~~default and classified as current debt. The ~~interest~~Company isevaluated ~~payable~~the terms of the amendment to the note and concluded that the amended note did not result in~~-kind~~ ata 5derivative; however,~~000~~ ~~shares~~the Company concluded that there was a beneficial conversion feature since the amended note was convertible into shares of common stock ofat ~~the~~a ~~Company~~discount ~~for~~to ~~each~~the ~~month~~market ~~the~~value ~~debt~~of ~~remains~~the ~~unpaid~~common stock. ~~During~~ The discount related to the ~~nine~~beneficial ~~months~~conversion feature ~~ended~~was ~~September~~valued ~~30,~~at ~~2011~~$12,000 based on the ~~Company~~intrinsic ~~made~~value noof ~~payment reductions~~the discount. As The ofdiscount ~~September~~was ~~30,~~fully ~~2011~~amortized at March 31, 2011 due to the ~~outstanding~~short-term ~~balance~~nature of ~~advances~~the ~~from~~Note. For ~~OIL~~the ~~was~~period ended March 31, 2011, $~~282~~12,~~500~~000 was charged to interest expense associated with the amortization of the debt discount.

On April ~~March 22~~21, 2010, (the April 2010 Note) the Company borrowed $40,000 from a non-related third ~~party~~parties bearing interest at 5% per annum. The ~~loan~~loans isare unsecured and the principal and accrued and unpaid interest ~~was~~matured ~~payable at maturity~~ on ~~November~~December 3031, 2010. The Company used the proceeds for working capital. On January 12, 2011, the Company amended this note to create a conversion feature ~~and increased the face amount to $41,500~~. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date the $4140,~~500~~000 and any accrued interest is payable or convertible at a price of $0.01 per share. The outstanding balance of the convertible promissory note at March 31, 2012 was $30,000, which is in default and classified as current debt. The Company evaluated the terms of the amendment to the note and concluded that the amended note did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since the amended note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature was valued at $12,000 at based on the intrinsic value of the discount. The discount was fully amortized at March 31, 2011 due to the short-term nature of the Note. For the period ended March 31, 2011, $12,000 was charged to interest expense associated with the amortization of the debt discount.

~~The~~On October 25, 2010, Asher Enterprises, Inc. (“Asher”) advanced $63,000 to the Company ~~evaluated~~under the terms of a convertible promissory note (the ~~amendment~~“October Note”). On December 21, 2010, Asher advanced $32,500 to the ~~note~~Company ~~and~~under the ~~concluded~~terms ~~that~~of ~~the~~a ~~amended~~convertible promissory note ~~did~~(the ~~not~~“December ~~result~~Note”). inThe aOctober ~~derivative;~~Note ~~however,~~and the ~~Company~~December ~~concluded~~Note ~~that~~together are ~~there~~referred ~~was~~to aas ~~beneficial~~the ~~conversion~~2010 ~~feature~~Notes. ~~since~~The ~~the~~2010 ~~amended~~Notes ~~note~~bear ~~was~~interest ~~convertible~~at ~~into~~10% ~~shares~~per ofannum ~~common~~and ~~stock~~matured aton atheir ~~discount~~nine tomonth anniversary at which date the ~~market~~principal ~~value~~amounts ofand ~~the~~any ~~common~~accrued ~~stock~~interest is payable. The ~~discount~~2010 ~~related~~Notes have a conversion price equal to the ~~beneficial~~greater ~~conversion~~of ~~feature~~either ~~was~~(i) ~~valued~~a atfixed ~~$12,000~~conversion ~~based~~price onof ~~the~~$0.00009 ~~intrinsic~~or ~~value~~(ii) 60% of the ~~discount. The~~quoted ~~discount~~market ~~was~~price ~~fully~~for ~~amortized~~the asCompany’s common stock using the average of ~~September~~the ~~30,~~lowest ~~2011~~three ~~due~~(3) totrading prices for the ~~short-term~~Company’s ~~nature~~common ofstock during the ~~note. For~~ten (10) trading days prior to the ~~period~~conversion ~~ended~~date. The ~~September~~Company ~~30,~~is ~~2011,~~required ~~$12,000~~at ~~was~~all ~~charged~~times to ~~interest~~have ~~expense~~authorized ~~associated~~and ~~with~~reserved three times the ~~amortization~~number of shares that are actually issuable upon full conversion of the ~~debt~~2010 ~~discount~~Notes.

OnThe Company ~~January~~analyzed ~~12,~~the ~~2011,~~conversion feature of the ~~holder~~Asher ~~converted~~Notes ~~$10,000~~and ~~face~~the ~~amount~~Carebourn ofNotes (see below) for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the ~~note~~embedded ~~into~~conversion ~~1,000,000~~feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in convertible debt. The embedded derivative is carried on the Company’s ~~common~~balance ~~stock~~sheet ~~valued~~at fair value. Any unrealized change in fair value, as determined at ~~$14~~each measurement period,~~000,~~ ~~based~~is onrecorded ~~fair~~as ~~market~~a ~~value~~component of ~~using~~the ~~quoted~~income ~~market~~statement ~~prices~~and the associated carrying amount on the ~~date~~balance ofsheet ~~grant~~is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.

OnUpon issuance ~~May~~of 20the October Note, ~~2011~~the fair value of $65,625 was recorded as a derivative liability. A discount to the ~~holder~~convertible debt ~~converted~~principal was recorded in the amount of $763,~~500~~000 ~~face~~and the difference between the initial recording of the derivative liability and the debt discount in the amount of $2,625 was recorded as interest expense in October 2010. The debt discount was amortized over the life of the note, ~~into~~and 3$15,~~000~~167 and $47,~~000~~833 ~~shares~~was included in interest expense for the years ended December 31, 2010 and 2011, respectively. As of December 31, 2011, the ~~Company’s~~balance ~~common~~of ~~stock~~the ~~valued~~October atNote was $612,~~600,~~300 ~~based~~and onthe fair ~~market~~ value ~~using~~of ~~quoted~~the ~~market~~derivative related ~~prices~~to onthe October Note was $14,022. During the ~~date~~three months ended March 31, 2012 Asher converted the remaining balance of $12,300 ~~grant~~and $2,520 of accrued and unpaid interest into 29,612,891 shares of common stock.

On June 2, 2011, the holder converted $4,080 face amount of the note into 3,000,000 shares of the Company’s common stock valued at $11,400, based on fair market value using quoted market prices on the date of grant.9

OnUpon issuance ~~June~~of 3,the ~~2011~~December Note the fair value of $34,656 was recorded as a derivative liability. A discount to the ~~holder~~convertible debt ~~converted~~principal was recorded in the amount of $332,~~636~~500 ~~face~~and the difference between the initial recording of the derivative liability and the debt discount in the amount of $2,156 was recorded as interest expense in December 2010. The debt discount is amortized over the life of the note, ~~into~~and 2$1,~~100~~204 and $31,296 was included in interest expense for the years ended December 31, 2010 and 2011, respectively. As of December 31, 2011, the balance of the December Note was $32,500 and the fair value of the derivative related to the December Note was $37,050. During the three months ended March 31, 2012 Asher converted $5,000 ~~shares~~of principal of the ~~Company’s~~December Note into 7,462,687 shares of common stock. ~~valued~~As atof March 31, 2012 the balance of the December Note was $1827,~~900~~500 and the fair value was $111,100 ~~based~~which resulted in a recorded net loss on the fair ~~market~~ value ~~using~~of ~~quoted~~derivative ~~market~~liability ~~prices~~of on$79,750 in the ~~date~~accompanying consolidated statements of ~~grant~~operations.

~~For~~The fair value of the ~~nine~~derivative ~~months~~on ~~ended~~the ~~September~~2010 30Notes on their date of their respective issuances and combined as of December 31, 2011 and March 31, ~~the~~2012 ~~Company~~was ~~recorded~~determined ausing ~~net~~the ~~realized~~Black-Scholes ~~loss~~option ofpricing ~~$25,684~~model onwith ~~settlement~~the offollowing ~~debt.~~assumptions:

The outstanding principal balance of the convertible promissory note at September 30, 2011 was $16,284.

	October 25, 2010			December 21, 2010				December 31, 2011		March 31, 2012
Estimated market value of common stock on measurement date	$	0.008		$	0.015		$	0.0004	$	0.0035
Exercise price	$	0.0048		$	0.00937		$	0.0002	$	0.0007
Risk free interest rate (1)			0.18%			0.19%		0.01%		0.05%
Term in years	0.75 years			0.75 years				0.083 years		.083 years
Expected volatility			165%			197%		302%		333%
Expected dividends (2)			0%			0%		0%		0%

On March 7, 2011 (the “March 2011 Note”), June 22, ~~2010~~2011 (the “June 2011 Note”) and August 23, 2011 (the “August 2011 Note”) the Company ~~borrowed~~issued convertible promissory notes of $4030,000, ~~from~~$11,000 aand ~~non-related~~$14,500, ~~third~~respectively, ~~party~~to ~~bearing~~Asher, ~~interest~~under the atsame 5%terms ~~per~~and ~~annum. The~~conditions ~~loan~~as isthe ~~unsecured~~2010 ~~and~~Notes (as amended), other than the ~~principal~~August ~~and~~2011 ~~accrued~~Note ~~and~~defines ~~unpaid~~the ~~interest~~Variable ~~was~~Conversion Price ~~payable~~as at45% ~~maturity~~of onthe ~~November~~average ~~30,~~of ~~2010. The~~the three (3) lowest trading prices for the Company’s ~~used~~common stock during the ~~proceeds~~ten ~~for~~(10) ~~working~~trading ~~capital~~days prior to the conversion date. On ~~January~~July 121, 2011, Asher advanced the ~~Company~~proceeds ~~amended~~of ~~this~~the ~~note~~June 2011 Note directly to ~~create~~various acreditors ~~conversion~~of ~~feature~~the Company. ~~The~~ ~~convertible~~In ~~promissory~~August ~~note~~2011, ~~bears~~Asher ~~interest~~advanced at$14,000 5%directly ~~per~~to ~~annum~~creditors ~~and~~of ~~matured~~the onCompany ~~April~~and $500 ~~10,~~to ~~2011,~~the atCompany. ~~which~~The ~~date~~March ~~the~~2011 ~~$40~~Note,~~000~~ ~~and~~June ~~any~~2011 ~~accrued~~Note ~~interest~~and ~~was~~August ~~payable~~2011 orNote ~~convertible~~are atreferred ato ~~price~~as ofthe ~~$0.01~~2011 ~~per share~~Notes.

The outstanding ~~Company~~principal ~~evaluated~~balance ~~the~~at ~~terms~~December of31, ~~the~~2011 ~~amendment to the note~~ and ~~concluded~~March ~~that the amended note did not result in a derivative; however~~31, ~~the~~2012 ~~Company concluded that there was a beneficial conversion feature since the amended note was convertible into shares~~ of ~~common stock at a discount to~~ the ~~market~~March ~~value~~2011 ofNote, the ~~common~~June ~~stock. The~~2011 ~~discount~~Note ~~related~~and to the ~~beneficial~~August 2011 ~~conversion~~Note ~~feature~~ was ~~valued at~~ $1230,000 ~~based on the intrinsic value of the discount. The discount was fully amortized as of September 30~~, ~~2011 due to the short-term nature of the note. For the period ended September 30~~$11,000 ~~2011,~~and $1214,~~000~~500 ~~was charged to interest expense associated with the amortization of the debt discount~~respectively.

~~F-9~~Upon issuance of the March 2011 Note the fair value of $37,634 was recorded as a derivative liability. A discount to the convertible debt principal was recorded in the amount of $30,000 and the difference between the initial recording of the derivative liability and the debt discount in the amount of $7,634 was recorded as interest expense in March 2011. The debt discount is amortized over the life of the note, and $2,556 was included in interest expense for the three months ended March 31, 2011. As of December 31, 2011 the fair value of the derivative related to the March 2011 Note was $34,200. On March 31, 2012 the fair value of the derivative related to the March 2011 Note was $121,200 which resulted in a recorded net loss on the fair value of derivative liability of $87,000 in the accompanying consolidated statements of operations.

OnUpon issuance ~~January~~of ~~12,~~the June 2011 Note the fair value of $13,945 was recorded as a derivative liability. A discount to the ~~holder~~convertible debt ~~converted~~principal was recorded in the amount of $1011,000 ~~face~~and the difference between the initial recording of the derivative liability and the debt discount in the amount of $2,945 was recorded as interest expense in June 2011. The debt discount is amortized over the life of the note, ~~into~~and 1$3,~~000~~666 was included in interest expense for the three months ended March 31,~~000~~ ~~shares~~2012. As of December 31, 2011 the ~~Company’s~~fair ~~common~~value ~~stock~~of ~~valued~~the atderivative related to the June 2011 Note was $1415,~~000~~290. On March 31, ~~based~~2012 onthe fair ~~market~~ value ~~using~~of ~~quoted~~the ~~market~~derivative related ~~prices~~to the June 2011 Note was $44,440 which resulted in a recorded net loss on the ~~date~~fair value of ~~grant~~derivative liability of $29,150 in the accompanying consolidated statements of operations.

OnUpon issuance ~~April~~of ~~14,~~the August 2011 Note the fair value of $40,278 was recorded as a derivative liability. A discount to the ~~holder~~convertible debt ~~converted~~principal was recorded in the amount of $914,~~409~~500 ~~face~~and the difference between the initial recording of the derivative liability and the debt discount in the amount of $25,778 was recorded as interest expense in August 2011. The debt discount is amortized over the life of the note, ~~into~~and 3$4,~~360~~833 was included in interest expense for the three months ended March 31,~~565~~ ~~shares~~2012, respectively. As of December 31, 2011 the ~~Company’s~~fair ~~common~~value ~~stock~~of ~~valued~~the atderivative related to the August 2011 Note was $1025,~~082~~133. On March 31, ~~based~~2012 onthe fair value ~~market~~of the derivative related to the August 2011 Note was $67,989 which resulted in a recorded net loss on the fair value ~~using~~of derivative ~~quoted~~liability ~~market~~of ~~prices~~$42,856 in the accompanying consolidated statements of operations. The unamortized discount on the ~~date~~August 2011 Note as of ~~grant~~March 31, 2012 is $2,846.

On May 20, 2011, the holder converted $9,409 face amount of the note into 3,360,565 shares of the Company’s common stock valued at $7,393, based on fair market value using quoted market prices on the date of grant.10

OnThe fair ~~June~~value 2,of ~~2011,~~ the ~~holder~~derivative ~~converted $4,954 face amount~~ of the ~~note~~2011 ~~into~~Notes ~~3,642,700~~on ~~shares~~their ofrespective ~~the~~dates ~~Company’s~~of ~~common~~issuance, ~~stock~~on ~~valued~~December ~~at $13~~31,~~842,~~ ~~based~~2011 onand ~~fair~~March ~~market~~31, ~~value~~2012 was determined using ~~quoted~~the ~~market~~Black-Scholes ~~prices~~option onpricing ~~the~~model ~~date~~with ofthe ~~grant.~~following assumptions:

For the nine months ended September 30, 2011, the Company recorded a net realized loss of $11,545 on settlement of debt.

	March 7, 2011			June 22, 2011				August 23, 2011		December 31, 2011		March 31, 2012
Estimated market value of common stock on measurement date (1)	$	0.01		$	0.0042		$	0.0029	$	0.0004	$	.0035
Conversion price (2)	$	0.00558		$	0.00237		$	0.0007	$	0.00018-0.0002		.00063-.0007
Risk free interest rate (3)			0.11%			0.10%		0.06%		0.01-0.06 (3)		.01-.07
Time to maturity (4)	0.75 years			0.75 years				0.75 years		Various (4)		Various
Expected volatility (5)			191%			242%		253%		302%		333%
Expected dividends (6)			0%			0%		0%		0%		0%

The ~~outstanding~~Black-Scholes models ~~principal~~were ~~balance~~valued ofwith the ~~convertible~~following ~~promissory note at September 30, 2011 was $6,228.~~inputs:

On(1) ~~April~~Stock ~~21,~~Price ~~2010, the Company borrowed $40,000 from a non~~-~~related~~ ~~third party bearing interest at 5% per annum.~~ The ~~loan~~Stock isPrice ~~unsecured~~was ~~and~~based ~~the principal and accrued and unpaid interest is payable at maturity~~ on ~~December 31, 2010. The Company used~~ the ~~proceeds~~closing ~~for~~price ~~working~~of ~~capital. On January 12, 2011,~~ the Company’s ~~amended~~stock ~~this~~as ~~note~~of ~~to create a conversion feature. The convertible promissory note bears interest at 5% per annum and matured on April 10, 2011, at which date~~ the ~~$40,000~~Valuation ~~and any accrued interest was payable or convertible at a price of $0~~Date.~~01 per share.~~

~~The~~(2) ~~Company~~Conversion ~~evaluated~~Price ~~the~~- terms of the amendment to the note and concluded that the amended note did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since the amended note was convertible into shares of common stock at a discount to the market value of the common stock. The ~~discount related to the beneficial~~ conversion ~~feature~~price was ~~valued at $12,000~~ based on ~~the~~50% ~~intrinsic~~(45% ~~value~~for of the ~~discount. The~~August ~~discount was fully amortized as of September 30~~23, 2011 ~~due~~Note) toof the ~~short-term~~average ~~nature~~ of the ~~note. For~~3 ~~the~~lowest ~~period~~Stock ~~ended~~Prices ~~September~~out ~~30,~~of ~~2011,~~the ~~$12,000~~last ~~was~~10 ~~charged~~trading todays ~~interest~~prior ~~expense~~to ~~associated with~~ the ~~amortization~~Valuation ~~of the debt discount~~Date.

On(3) ~~January~~Risk ~~12,~~Free ~~2011,~~Rate ~~the~~- ~~holder~~The ~~converted~~risk ~~$10,000~~free ~~face~~rate ~~amount~~was ofbased on the ~~note~~Treasury ~~into~~Note ~~1,000,000~~rates ~~shares~~as of the ~~Company’s~~Valuation ~~common~~Dates ~~stock~~with ~~valued~~term atcommensurate ~~$14,000,~~with ~~based~~the onremaining ~~fair~~term ~~market~~of ~~value using quoted market prices on~~ the ~~date of grant~~debt.

~~For~~(4) ~~the~~Time ~~nine~~to ~~months~~Maturity ~~ended~~- ~~September~~The ~~30,~~time ~~2011,~~to ~~the~~maturity ~~Company~~was ~~recorded~~determined abased ~~realized~~on ~~loss~~the length of ~~$4,000~~time onbetween ~~settlement~~the Valuation Date and the maturity of the debt.

~~The~~(5) ~~outstanding~~Expected ~~principal~~volatility ~~balance~~- ofThe ~~the~~expected ~~convertible~~volatility ~~promissory~~was ~~note~~based aton ~~September~~the ~~30,~~historical ~~2011~~volatility ~~was~~of ~~$30,000~~the Company.

On October 25, 2010, an unrelated third party advanced $63,000 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 8% per annum and matured on July 27, 2011, at which date the $63,000 and any accrued interest was payable. The convertible promissory note has a conversion price equal to the greater of either (i6) a fixed conversion price of $0.00009 or (ii) 60% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note ~~that~~Expected ~~can~~dividends be- ~~converted~~Management atestimated ~~any time is limited to~~ the ~~number~~dividend ofyield ~~authorized less the amount of issued and outstanding shares immediately prior to the conversion (limited to 39,375,000). The Company is required~~ at ~~all~~0% ~~times~~based ~~to have authorized and reserved three times the number of shares that are actually issuable~~ upon ~~full conversion of the convertible promissory note. So long as the Company is not in default, the lender cannot exercise~~ its ~~conversion~~expectation ~~right~~that ~~for~~there ~~180~~will days following the issuance date of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not ~~received~~be ~~a notice of conversion from the lender; (ii) from the date of issuance of the~~earnings ~~convertible~~available ~~promissory note up~~ to ~~one~~pay ~~hundred~~dividends ~~twenty (120) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest,~~ in ~~full, in cash equal to 140% of~~ the ~~sum~~near of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty-one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepaymentterm.

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

The Company evaluated the terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative and that there was not a beneficial conversion feature. Subsequent to the year-ended December 31, 2010, the Company sold its working interest in the Zavadil well and 50% of its working interest in the Rozella Kiefer well. This constituted a significant sale of assets and as such rendered the note in default. As a result of the default, no demand for repayment has been made; however, the lender can exercise its conversion rights.

On April 28, 2011, the holder converted $6,000 face amount of the note into 3,333,333 shares of the Company’s common stock valued at $16,667, based on fair market value using quoted market prices on the date of grant.

On July 1, 2011, the holder converted $7,000 face amount of the note into 3,500,000 shares of the Company’s common stock valued at $14,700, based on fair market value using quoted market prices on the date of grant.

On July 22, 2011, the holder converted $4,000 face amount of the note into 2,222,222 shares of the Company’s common stock valued at $8,667, based on fair market value using quoted market prices on the date of grant.

On July 27, 2011, the holder converted $4,500 face amount of the note into 3,750,000 shares of the Company’s common stock valued at $7,500, based on fair market value using quoted market prices on the date of grant.

On August 3, 2011, the holder converted $4,000 face amount of the note into 4,000,000 shares of the Company’s common stock valued at $8,000, based on fair market value using quoted market prices on the date of grant.

For the nine months ended September 30, 2011, the Company recorded a realized loss of $30,033 on settlement of debt.

The outstanding principal balance of the convertible promissory note at September 30, 2011 was $37,500.

On December 21, 2010, an unrelated third party advanced $32,500 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 8% per annum and matured on September 23, 2011, at which date the $32,500 and any accrued interest was payable. The convertible promissory note has a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 60% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note that can be converted at any time is limited to the number of authorized less the amount of issued and outstanding shares immediately prior to the conversion (limited to 17,324,094). The Company is required at all times to have authorized and reserved three times the number of shares that are actually issuable upon full conversion of the convertible promissory note. So long as the Company is not in default, the lender cannot exercise its conversion right for 180 days following the issuance date of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not received a notice of conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty-one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepayment. At December 31, 2010, assuming no adjustment to the conversion price, if the lender converted the entire principal balance of the convertible promissory note using the greater of the fixed or variable conversion price at December 31, 2010, after taking into consideration the aforementioned limitation on the amount of the convertible promissory note that can be converted, then they would have received approximately 2,723,540 shares of the Company’s common stock.

F-11

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

F-12

The Company evaluated the terms of the note and concluded that the note did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since the note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature was valued at $2,258 at inception based on the intrinsic value of the discount. For the period ended September 30, 2011, $1,757 was charged to interest expense associated with the amortization of the debt discount.

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

On June 22, 2011, an unrelated third party advanced $11,000 to the Company under the terms of a convertible promissory note. The convertible promissory note bears interest at 8% per annum and matures on March 26, 2012, at which time the $11,000 and any accrued interest is payable. The convertible promissory note has a conversion price equal to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 50% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The amount of the convertible promissory note that can be converted at any time is limited to the number of authorized less the amount of issued and outstanding shares immediately prior to the conversion (limited to 28,009,461). The Company is required at all times to have authorized and reserved three times the number of shares that are actually issuable upon full conversion of the convertible promissory note. So long as the Company is not in default, the lender cannot exercise its conversion right for 180 days following the issuance date of the convertible promissory note. The Company has the right to prepay the convertible promissory note under certain specified terms and conditions. The terms and conditions to prepay the convertible promissory note are as follows: (i) the Company has not received a notice of conversion from the lender; (ii) from the date of issuance of the convertible promissory note up to one hundred twenty (120) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 140% of the sum of the outstanding principal plus accrued and unpaid interest; (iii) from one hundred twenty-one (121) days following the issuance date up to one hundred eighty (180) days following the issuance date, the Company has the right, after giving the lender three days prior written notice, to prepay the outstanding principal and accrued interest, in full, in cash equal to 150% of the sum of the outstanding principal amount plus accrued and unpaid interest; (iv) after one hundred eighty (180) days following issuance date, the Company does not have right of prepayment.

Also, on June 22, 2011, the Company agreed to amend its prior notes dated October 25, 2010 (in the original face amount of $63,000), December 21, 2010 (in the original face amount of $32,500), and March 7, 2011 (in the original face amount of $30,000) to amend the conversion price to the greater of either (i) a fixed conversion price of $0.00009 or (ii) 50% of the quoted market price for the Company’s common stock using the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date.

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

On September ~~July 27~~9, 2011, the Company entered into a promissory note ~~originally~~in ~~dated~~the ~~October~~amount 25of $96,499 ~~2010~~with inits Chief Executive Officer and Director for amounts previously owed and accrued to Bertagnolli (the ~~original~~“Bertagnolli ~~face~~Note”). ~~amount~~The note bears interest at the rate of 8% per annum and is payable on demand. Any amounts not paid when due bear interest at the rate of 15% per annum until paid in full. During the year ended December 31, 2011, the Company made repayments totaling $6320,000. ~~went~~During ~~into~~the ~~default~~three asmonths ended March 31, 2012 the Company agreed to increase the loan by $45,000 for services performed and also reclassified $45,000 from previously accrued amounts due Bertagnolli to the Bertagnolli Note. On March 30, 2012 $135,000 of the Bertagnolli Note was assigned (the Assigned Bertagnolli Note) sold and transferred to Carebourn pursuant to a ~~result~~Purchase and Assignment Agreement (the “PAA”). The outstanding remaining principal balance of the ~~Company’s~~Bertagnolli ~~non-payment~~Note at March 31, 2012 was $31,499.

~~F-13~~11

OnAlso on ~~August~~September 239, 2011, the Company ~~borrowed~~entered into a convertible promissory note in favor of a third party (the ASL Note) in the amount of $14105,~~500~~000, ~~from~~which evidenced a ~~non-related~~$100,000 bonus and $5,000 of expenses incurred by the third party ~~bearing~~in contemplation of a management agreement. The convertible note is payable on demand, accrues interest at the rate of 8% per annum~~. The~~ ~~loan~~(15% isin ~~unsecured~~the ~~and~~event ~~the~~of ~~principal~~a default) and is convertible, together with accrued and unpaid interest isthereon, ~~payable~~ at ~~maturity~~the onoption ~~May~~of 25the third party, ~~2012~~into shares of the Company’s common stock at a conversion price of $0. 002 per share. The Company ~~used~~also agreed that the ~~proceeds~~third party would earn an additional $100,000 bonus in the event that (a) the Company adopted an asset purchase agreement, share exchange agreement, plan of merger or consolidation, pursuant to which the Company’s shareholders held less than 50% of the voting stock of the resulting entity post transaction, (b) the Board of Directors’ approved the sale of substantially all of the assets of the Company, or (c) voting control of the Company was acquired by any person other than the current control person of the Company ((a) through (c), a “Restructuring”); that the third party would be paid a bonus of $0.20 for ~~working~~every ~~capital~~$1.00 of reduction of liabilities (including contingent liabilities) of the Company that the third party is able to affect during the term of a Management Agreement dated September 9, 2011, which has a term of 90 days and automatically renews for additional one-month periods thereafter; and to issue the third party 1% of the Company’s fully-diluted shares of common stock following any Restructuring. The Company also agreed to indemnify the third party against any liability it may have in connection with the services rendered by the third party pursuant to the Management Agreement or the Company in general and to pay the third party liquidated damages of $50,000 in addition to such indemnification, in the event that the third party becomes party to any claim as a result of the services provided under the Management Agreement or the Company in general.

The Company evaluated the initial terms of the convertible promissory note and concluded that this convertible promissory note did not result in a derivative ~~liability~~and ~~(See~~that ~~Note~~there 6)was not a beneficial conversion feature.

On September 9, 2011, the Company entered into a promissory note in the amount of $96,499 with its Chief Executive Officer and Director to evidence amounts previously loaned to the Company by him. The note bears interest at the rate of 8% per annum and is payable on demand. Any amounts not paid when due bear interest at the rate of 15% per annum until paid in full.

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

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

~~NOTE~~Effective November 628, –2011, ~~CONVERTIBLE~~the ~~NOTE~~Company ~~PAYABLE~~agreed ~~AND~~to ~~DERIVATIVES~~amend the aforementioned note to increase the principal amount to $109,750. On March 30, 2012 $65,000 of the ASL Note (the Assigned ASL Note) was assigned, sold and transferred to Carebourn. The outstanding principal balance of the ASL Note at March 31, 2012 was $44,750.

OnAs of ~~August~~March 2331, ~~2011,~~2012 the Company ~~borrowed~~owed Carebourn $14482, 500; ~~from~~comprised aof ~~non-related~~$282,500 ~~third~~of ~~party~~the ~~bearing~~Assigned ~~interest~~OIL atNote, 8%$135,000 ~~per~~of ~~annum. The~~the ~~loan~~Assigned Bertagnolli isNote ~~unsecured~~ and $65,000 of the ~~principal~~Assigned ~~and~~ASL ~~accrued~~Note ~~and~~(together ~~unpaid~~the ~~interest~~Carebourn isNotes). ~~payable~~Upon attransfer ~~maturity~~of onthe ~~May~~Carebourn 25Notes, ~~2012. The~~ the Company ~~used~~determined the ~~proceeds~~fair ~~for~~value ~~working~~of ~~capital~~the Carebourn Notes was $2,188,138 and was recorded as a derivative liability. ~~The~~ ~~Conversion~~A ~~price~~discount to (the ~~“Conversion~~convertible ~~price”)~~debt ~~shall~~principal bewas recorded in the ~~greater~~amount of ~~(i)~~$482,500 and the ~~Variable~~difference ~~Conversion~~between ~~Price~~the ~~and~~initial ~~(ii)~~recording ~~$0.00009~~of ~~per~~the derivative ~~share~~liability ~~(subject~~and tothe ~~equitable~~debt ~~adjustments~~discount ~~for~~in ~~stock~~the ~~splits~~amount of $1,705,638 ~~stock~~was ~~dividends~~recorded oras ~~rights~~interest ~~offerings~~expense ~~and~~in ~~similar~~the ~~events)~~three months ended March 31, 2012. The ~~“Variable~~debt ~~Conversion~~discount ~~Price”~~ is ~~defined~~amortized asover ~~45%~~the life of the ~~average~~note, ofand ~~the~~$2,681 ~~lowest~~was ~~three~~included ~~(3)~~in ~~trading~~interest ~~prices~~expense for the three ~~Company’s~~months ~~common stock~~ended ~~during~~March ~~the~~31, ~~ten~~2012. ~~(10)~~As ~~trading~~of ~~day~~March ~~period~~31, ~~ending~~2012 there remains a discount on the ~~last~~Carebourn ~~trading~~convertible ~~day~~Note ~~prior~~of to$479,819 that will be amortized over the ~~conversion~~remaining ~~date~~term of the Carebourn note.

~~The~~A summary ~~Company evaluated the conversion options~~ of the ~~promissory~~derivative ~~note~~liability ~~under~~balance ~~FASB~~as ~~ASC~~of ~~815-40~~December ~~for~~31, ~~derivative~~2011 ~~treatment~~ and ~~determined~~March ~~that~~31, ~~the~~2012 ~~conversion~~is ~~options are required to be accounted for~~ as ~~a derivative.~~follows:

F-14

Fair Value	Derivative Liability Balance 12/31/11		Initial Derivative Liability		Fair value of convertible notes redeemed			Fair value change- three months ended 3/31/12		Derivative Liability Balance 3/31/12
2010 Notes	$	51,072		—		(19,722	)	$	79,750	$	111,100
2011 Notes		74,623		—		—			159,006		233,629
Carebourn Note				2,188,138		—			—		2,188,139
Total	$	125,695		2,188,138		(19,722	)	$	238,756	$	2,532,868

AsA summary of ~~August~~notes ~~23,~~payable ~~2011~~balances ~~(date~~as of ~~note~~December ~~issuance)~~31, ~~the~~2011 ~~fair value of the derivatives was $23,607. As a result, a discount of $14,500 on the promissory note, a derivative liability of $23,607,~~ and aMarch ~~resulting loss on the fair value of the derivative liability were recorded on August 23~~31, ~~2011. As~~2012 of September 30, 2011, the fair value of the derivatives was $7,900, which resulted in a recorded net gain on the fair value of derivative liability of $6,600 in the accompanying consolidated statements of operations. For the period from August 23, 2011 to September 30, 2011, the Company also amortized the discount on the note for $51, with the unamortized discount on the promissory note of $3,782.follows:

The fair value of the derivative was determined using the Black-Scholes option pricing model with the following assumptions:

Note	December 31, 2011			Additions		Sold/ Transferred/Discount			Principal Conversions			Discount on Notes			March 31, 2012
OIL (A)	$	282,500			—		(282,500	)		—					$	—
1^stMarch 2010 Note		24,500			—		—			—						24,500
2^ndMarch 2010 Note		12,182			—		—			—						12,182
April 2010		30,000			—		—			—						30,000
Bertagnolli Note (B)		76,499			90,000		(135,000	)		—						31,499
ASL Note (C)		109,750			—		(65,000	)		—						44,750
2010 Notes		44,800			—		—			(17,300	)					27,500
2011 Notes		55,500			—		—			—						55,500
Carebourn		—			—		482,500			—						482,500
Sub-total	$	635,731			90,000		—			(17,300	)				$	708,431
Discount on notes		(11,346	)		—		—			—			(471,320	)		(482,666	)
Balances	$	624,385		$	90,000	$	0			(17,300	)	$	(471,320	)	$	225,765

	August 23, 2011			September 30, 2011
Common stock issuable upon conversion		16,959,064			8,055,556
Estimated market value of common stock on measurement date	$	0.002		$	0.002
Exercise price	$	0.00086		$	0.00180
Risk free interest rate (1)		0.10	%		0.10	%
Term in years	0.76 years			0.65 years
Expected volatility		154	%		152	%
Expected dividends (2)		0	%		0	%

(A)

Note sold and transferred to Carebourn on March 30, 2012.

(1B) ~~The~~$135,000 ~~risk-free~~of ~~interest~~note ~~rate~~ was ~~estimated~~sold byand ~~management~~transferred ~~using~~to ~~the~~Carebourn ~~U.S.~~on ~~Treasury~~March ~~zero-coupon~~30, ~~yield~~2012. ~~over~~March ~~the~~31, ~~contractual~~2012 ~~term~~balance of $31,499 classified as Note payable, related party on the ~~note~~financial statements presented herein.

(2C) ~~Management~~$65,000 ~~estimated~~of ~~the~~Note ~~dividend~~was ~~yield~~sold atand 0%transferred ~~based upon its expectation that there will not be earnings available~~ to ~~pay~~Carebourn ~~dividends~~on inMarch ~~the~~30, ~~near term~~2012.

~~NOTE 7 – FAIR VALUE MEASUREMENTS~~12

AsNOTE 7 ~~defined in FASB ASC Topic 820~~ – ~~10,~~RELATED ~~“Fair~~PARTY Value Measurements and Disclosures,” fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:TRANSACTIONS

~~Level~~From time 1:to ~~Unadjusted~~time, ~~quoted~~the ~~prices~~Company inreceives ~~active~~cash ~~markets~~advances ~~that~~from ~~are~~related ~~accessible~~parties, atincluding ~~the~~stockholders ~~measurement~~and ~~date~~their ~~for identical~~affiliates, ~~unrestricted~~to ~~assets~~cover ~~or liabilities~~operating expenses. The ~~Company~~advances ~~considers~~do ~~active~~not ~~markets~~bear asinterest ~~those~~and inare ~~which~~due ~~transactions~~upon ~~for~~demand. During the ~~assets~~three ormonths ~~liabilities~~ended ~~occur~~March in31, ~~sufficient~~2012, ~~frequency~~the ~~and~~Company received ~~volume~~cash toadvances ~~provide~~of ~~pricing information on an ongoing basis~~$200.

~~Level~~NOTE 8 2:- ~~Quoted~~COMMON prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.STOCK

~~Level~~On January 3:30, ~~Measured~~2012 ~~based on prices or valuation models that require inputs that are both significant to~~ the ~~fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The~~ Company’s ~~valuation~~issued ~~models~~5,263,158 ~~are~~shares ~~primarily~~of ~~industry~~common ~~standard~~stock ~~models.~~in ~~Level~~exchange 3for ~~instruments~~the ~~include~~conversion ~~derivative~~of ~~warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level~~ $1,000 orof ~~Level~~the 2October 2010 Note.

~~F-15~~On February 9, 2012 the Company issued 5,217,391 shares of common stock in exchange for the conversion of $1,200 of the October 2010 Note.

AsOn February ~~required by FASB ASC Topic 820 – 10~~28, ~~financial~~2012 ~~assets and liabilities are classified based on~~ the ~~lowest level of input that is significant to the fair value measurement. The~~ Company’s ~~assessment~~issued of5,400,000 ~~the~~shares ~~significance~~ of acommon ~~particular~~stock ~~input~~in toexchange ~~the~~for ~~fair value measurement requires judgment, and may affect~~ the ~~valuation~~conversion of ~~the~~$2,700 ~~fair value~~ of ~~assets and liabilities and their placement within~~ the ~~fair~~October 2010 ~~value hierarchy levels~~Note.

~~The~~On March ~~estimated~~9, ~~fair~~2012 ~~value~~the ofCompany ~~the~~issued ~~derivative~~6,875,000 ~~liability~~shares ~~was~~of ~~calculated~~common ~~using~~stock in exchange for the ~~Black-Scholes~~conversion ~~option~~of ~~pricing~~$4,600 ~~model~~of ~~(See~~the October 2010 Note 6)and $900 of accrued and unpaid interest on the October 2010 Note.

~~The~~On March ~~following~~22, ~~table~~2012 ~~sets~~the ~~forth~~Company issued 6,857,342 byshares ~~level~~of ~~within~~common ~~the~~stock ~~fair~~in ~~value~~exchange ~~hierarchy,~~for the ~~Company’s~~conversion ~~financial~~of ~~assets~~$2,800 ~~and~~of ~~liabilities~~the ~~that~~October ~~were~~2010 Note ~~accounted~~and ~~for~~$1,620 atof ~~fair~~accrued ~~value~~and onunpaid ainterest ~~recurring~~on ~~basis~~the asOctober of2010 ~~September 30, 2011:~~Note.

	Fair Value Measurements at September 30, 2011
Description	(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability	$	-	$	-	$	12,425	$	-
Total	$	-	$	-	$	12,425	$	-

On March 22, 2012 the Company issued 7,462,687 shares of common stock in exchange for the conversion of $5,000 of the December 2010 Note.

~~NOTE 8 –~~ PREFERRED STOCK ~~OPTIONS AND WARRANTS~~

~~Summary~~Effective December ~~information~~5, ~~regarding~~2011, the Board of Directors approved the filing of a Certificate of Designations establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation”). The Designation allows the Board of Directors in its sole discretion to issue up to 1,000 shares of Series A Preferred Stock. On December 5, 2011 1,000 shares of Series A Preferred Stock Shares were issued Mr. Bertagnolli, for services valued at $1,000. The preferred shares have the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote. The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock ~~option~~or ~~activity~~other isvoting stock of the Company are issued or outstanding in the future (the “Super Majority Voting Rights”). Additionally, the Company cannot adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as ~~follows:~~amended, make any changes to the Designation, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock; however, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2010		8,000,000	$	1.00
Granted		-		-
Exercised		-		-
Cancelled/Expired		-		-
Outstanding at September 30, 2011		8,000,000	$	1.00

NOTE 9 – COMMITMENTS, CONTINGENCIES AND LITIGATION

~~Options~~On July ~~outstanding~~27, ~~and~~2010, ~~their~~the ~~relative~~Company ~~exercise~~entered ~~price~~into ata ~~September~~new 30Employment Agreement with Mr. Bertagnolli to serve as the Company’s President and Chief Executive Officer. The Agreement, ~~2011~~which ~~are~~replaces and supersedes the prior Employment Agreement, is effective as ~~follows:~~of June 1, 2010 and has a term of two (2) years from the effective date. Unless terminated within one year of its expiration, the Agreement is automatically renewed for additional terms of one year each. It provides for a base salary of $15,000 per month together with certain prerequisites and annual grants of employee stock options at the discretion of the Company’s board of directors.

Exercise Price		Number of Shares		Remaining Life	Aggregate Intrinsic Value (In-the-Money) Options
	1.00		8,000,000	2.25 years	$	-
			8,000,000		$	-

The Company’s Employment Agreement with Arthur Bertagnolli provides for certain compensation and benefits based on the Company’s achievement of specified milestones. As of March 31, 2012, none of those milestones have been achieved. Under certain circumstances, Mr. Bertagnolli is also entitled to an additional payment upon sale of the Company.

NOTE 10- 9SETTLEMENT –OF ~~COMMON STOCK~~LAWSUIT

On March ~~January 12~~19, ~~2011~~2010, ~~the~~a ~~holder~~lawsuit ofwas ~~two~~filed ~~promissory~~against ~~notes~~the Company by Panos Industries, ~~each~~LLC seeking damages “…in excess of $50,000” based upon monies which the ~~original~~Plaintiff ~~face~~claims ~~amount~~were advanced by Plaintiff on behalf of ~~$40~~the Company. The Company filed an answer to the complaint denying the allegations stated therein and a Counterclaim against the Plaintiff. On January 19,~~000~~ 2012, ~~elected~~the parties mutually agreed to ~~convert~~dismiss anthe ~~aggregate~~suit. The Company previously recorded a liability of $20151,~~000~~003 ~~into~~that ~~2,000,000~~has ~~shares~~now ofbeen ~~common~~reversed ~~stock~~in the accompanying financial statements.

~~On January 12, 2011, the holder of a promissory note in the original face amount of $40,000, elected to convert $10,000 of the face amount into 1,000,000 shares of common stock.~~13

OnNOTE 11 ~~February~~– 2,SUBSEQUENT ~~2011, the Company issued 100,000 common shares valued at $1,500, based on fair market value using quoted market prices on the date of grant for consulting services rendered.~~EVENTS

OnIn accordance ~~April~~with ~~14,~~ASC ~~2011~~855, the ~~holder~~Company ofevaluated asubsequent ~~promissory~~events ~~note~~through ~~dated~~the ~~March~~date ~~22,~~these ~~2010~~financial instatements ~~the~~were ~~original~~available ~~face~~to be ~~amount~~issued. With the exception of ~~$40,000~~those ~~converted~~matters $9discussed below,~~409~~ ~~face~~there ~~amount~~were ofno ~~the~~material ~~note~~subsequent ~~into~~events ~~3,360,565~~that ~~shares~~required ofrecognition or ~~the~~additional ~~Company’s~~disclosure ~~common~~in ~~stock~~these financial statements.

~~F-16~~On April 2, 2012, the Company issued a convertible promissory note of $20,000 to MM Visionary Consultants, LLC (“MM”). The note carries an annual interest rate of 8%, matured on April 2, 2013, and is convertible at a 50% discount to the average of the three lowest closing day prices for the ten days immediately preceding any conversion. MM also received a warrant to purchase 10,000,000 shares of common stock at an exercise price of $0.005 per share, expiring on April 2, 2015.

On May ~~April 28~~10, ~~2011,~~2012 the ~~holder~~Company ofissued a8,010,175 ~~promissory~~shares ~~note~~of ~~originally~~common ~~dated~~stock ~~October~~in ~~25,~~exchange ~~2010~~for in the ~~original~~conversion ~~face amount~~ of $634,~~000~~600 ~~converted $6,000 face amount~~ of the ~~note~~Assigned ~~into 3,333,333 shares of the Company’s common stock~~OIL Note.

On May 2029, ~~2011,~~2012 the ~~holder~~Company ofissued a7,864,865 ~~promissory~~shares ~~note~~of ~~dated~~common ~~March~~stock ~~22,~~in ~~2010~~exchange infor the ~~original~~conversion ~~face amount~~ of $4015,~~000~~730 ~~converted $7,500 face amount~~ of the ~~note~~ASL ~~into 3,000,000 shares of the Company’s common stock~~Note.

On June ~~May 20~~25, ~~2011,~~2012 the ~~holder~~Company ofissued a6,000,000 ~~promissory~~shares ~~note~~of ~~dated~~common ~~March~~stock ~~22,~~in ~~2010~~exchange infor the ~~original~~conversion ~~face amount~~ of $406,~~000~~600 ~~converted $9,409 face amount~~ of the ~~note~~Assigned ~~into 3,360,565 shares of the Company’s common stock~~OIL Note.

On June 228, ~~2011~~2012, the ~~holder~~Company ofissued a ~~promissory~~convertible note ~~dated~~to ~~March~~ASL for $22,500 ~~2010~~ in ~~the~~exchange ~~original~~for ~~face~~consulting ~~amount~~services offrom ~~$40~~April 1,~~000~~ ~~converted~~2012 through $4June 30,~~080~~ ~~face~~2012. ~~amount~~The note is due on demand and carries an annual interest rate of ~~the~~8%. The note ~~into~~is ~~3,000,000~~convertible at $0.0004 into shares of common stock of the Company’s. The Company also issued ASL a warrant to purchase 2,500,000 shares of common stock at an exercise price of $0.0004, expiring on June 28, 2015.

OnAlso on June 228, ~~2011~~2012, the ~~holder~~Company ofagreed ato ~~promissory~~issue ~~note~~in ~~dated~~exchange ~~March~~for 22$45,000 ~~2010~~of inaccrued and unpaid officer’s fees for the ~~original~~period from ~~face~~April ~~amount~~1 of2012 ~~$40~~to June 30,~~000~~ ~~converted~~2012, a convertible note to Bertagnolli for $445,~~954~~000. ~~face~~The ~~amount~~note is due on demand and carries an annual interest rate of ~~the~~8%. The note ~~into~~is ~~3,642,700~~convertible at $0.0004 into shares of common stock of the Company’s. The Company also issued Bertagnolli a warrant to purchase 3,500,000 shares of common stock at an exercise price of $0.0004, expiring on June 28, 2015.

On July ~~June 3~~26, ~~2011,~~2012 the ~~holder~~Company ofissued a convertible promissory note ~~dated March 22, 2010 in the original face amount~~ of $4010,000 ~~converted~~to $3Asher,~~636~~ ~~face~~under ~~amount of~~ the ~~note~~same ~~into~~terms ~~2,100,000~~and ~~shares~~conditions ofas the ~~Company’s~~2011 ~~common~~Notes ~~stock~~(as amended).

~~NOTE~~On November 106, –2012 ~~SUBSEQUENT~~the ~~EVENTS~~Company issued 5,639,275 shares of common stock in exchange for the conversion of $3,553 of the Assigned OIL Note.

~~The~~On November 29, 2012, the Company’s ~~evaluated~~Board ~~subsequent~~of ~~events~~Directors ~~through~~approved amending the ~~date~~articles of incorporation of the ~~financial~~Company ~~statements~~to ~~were~~increase the ~~issued~~number ~~and~~of ~~filed~~authorized ~~with~~shares of the Company from 300,000,000 to 3,500,000,000. As of the date of this ~~Form~~report, ~~10-Q~~the Company has not effectuated the increase with the Nevada Secretary of State.

~~F-17~~On December 5, 2012 the Company issued 9,600,000 shares of common stock in exchange for the conversion of $5,120 of the Assigned OIL Note.

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

On December 3, 2012 Bertagnolli sued Carebourn (the Bertagnolli Suit”) for non-payment of amounts due pursuant to the Bertagnolli PAA. On January 22, 2013 Carebourn filed an Original Answer, Counterclaim and Third Party Petition against the Company (“Carebourn’s Claim”). Carebourn’s counterclaim, among other things, alleges fraud by both Bertagnolli and the Company. The Company filed an answer to the claim in February 2013 denying all of Carebourn’s allegations and asserting various affirmative defenses. The Company intends to vigorously defend its position and counsel for the Company believes that it is too early in the matter to estimate damages, if any.

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

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

On April 4, 2013, the Company issued two convertible promissory notes to Asher for $15,000 and $46,500, respectively, which were funded by Asher on April 18, 2013.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. ~~Forward~~ We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise~~, except as required by law~~. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

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

On March ~~June 30~~31, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”), and Plantation Exploration Acquisition, Inc. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the “Merger”) on April 2, 2009, with the filing of articles of merger with the Texas ~~Secretary~~secretary of ~~State~~state. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary.

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

Our Business

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

We currently hold leases on or are producing oil from the following unproven and proven developed and undeveloped wells: (a) a 49.25% undivided interest in certain lease acreage comprising 144 acres which was previously producing located in Gonzales County, Texas, (b) a 5.0% overriding royalty interest in W.L. Barnett ET AL #1 & #2 and (c) a 2.75% working interest in the Glass 59 #2 well. We will continue our workover efforts on these wells, and seek to duplicate our successful efforts with other wells.

Once we have determined which wells have the greatest production potential and are most likely to respond to our workover efforts, we will then pursue acquiring interests in those wells. We will then engage in workover operations as with our previous wells, primarily through horizontal drilling and acidization. We intend to extract and sell crude oil through a third party purchaser.

-3-

Our strategy is to concentrate on existing low maintenance production, exploit low risk sidetrack drilling opportunities as and when identified, and use the accumulated information and results to advance operations.

Large oil companies with high overhead costs require high production rates for wells to be economically viable. Our small size and lower overhead allows profitably extraction of oil at low production rates. Our goal is to turn wells rendered uneconomical and abandoned by large companies into profitable ones.

~~Recent Developments in Expansion of Wells~~15

~~During June 2010, the Company entered into an option agreement with a shareholder and working interest participant~~ Developments in ~~certain~~Expansion oil and gas properties located in Gonzales County, Texas, to allow the shareholder to put their interest in the properties to the Company. Pursuant to the option agreement, Savoy agreed to issue 2,640,000 shares of common stock to the shareholder, together with future monthly payments of $5,000 per month to the shareholder until the holding period lapses and the restrictive legend can be removed from the face of the share certificate. Upon the restriction removal, the monthly payment will cease and the shareholder has the option to assign their interest in the oil and gas properties to Savoy. The 2,640,000 shares of common stock granted to the shareholder were valued at $52,800, based on fair market value using quoted market prices on the date of grant and was recorded as a return of capital to the shareholder. During the nine-month period ended September 30, 2011, the Company paid $20,000 to the shareholder under the agreement which was recorded as a return of capital to the shareholder.Wells

In February 2011, the Company sold its 52.~~500~~5% working and revenue interest and the support equipment on the Zavadil No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $65,000 and forgiveness of payables in the amount of ~~approximately~~ $25,~~000~~080. The proceeds associated with the support equipment and forgiveness of payable totaling ~~approximately~~ $79,~~000~~219 was recorded as a gain on sale of ~~working interest~~assets. The proceeds associated with working and revenue interest totaling ~~approximately~~ $1110,~~000~~861 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In March 2011, the Company sold a 25~~.750~~,75% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of ~~approximately~~ $37,~~000~~100. The proceeds associated with the support equipment totaling ~~approximately~~ $1413,~~000~~809 ~~were~~was recorded as a gain on sale of ~~working interest~~assets. The proceeds associated with working and revenue interest totaling ~~approximately~~ $23,~~000~~291 were accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In April 2011, the Company sold a 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $2018,~~000~~550. The ~~full~~proceeds ~~amount~~associated ~~was~~with the support equipment totaling $6,905 and will be recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $11,646 will be accounted for as a reduction of capitalized costs, with no gain or loss recognized.

In May 2011, the Company sold its remaining 12.875% working and revenue interest and the support equipment on the Rozella Kifer No. 1 well in Gonzales County, Texas, to Lucas Energy, Inc., for cash proceeds of $2018,~~000~~550. The ~~full~~proceeds ~~amount~~associated ~~was~~with the support equipment totaling $6,905 and will be recorded as a gain on sale of assets. The proceeds associated with working and revenue interest totaling $11,646 will be accounted for as a reduction of capitalized costs, with no gain or loss recognized.

~~Recent~~Results of ~~Material~~Operations ~~Agreements~~for the Three Months Ended March 31, 2012 and 2011

OnRevenues. Our ~~September~~total 9,revenue ~~2011,~~reported for the ~~Company~~three ~~entered~~months ~~into~~ended aMarch ~~Promissory~~31, ~~Note~~2012 inwas ~~the amount of~~ $965,~~499~~274 ~~with~~compared ~~Arthur~~to ~~Bertagnolli~~$3,516 ~~the~~in ~~Chief Executive Officer and Director of~~ the ~~Company~~comparable toperiod ~~evidence amounts previously loaned to~~ for the ~~Company~~prior ~~by Mr~~year. Bertagnolli (the “Bertagnolli Note”). The Bertagnolli Note bears interest at the rate of 8% per annum and is payable on demand. Any amounts not paid when due bear interest at the rate of 15% per annum until paid in full.

~~-4-~~Lease Operating Expenses. The lease operating expenses for the three months ended March 31, 2012 were $1,070, compared to $3,035 in the comparable period of the prior year.

~~Additionally, on September 9, 2011, the Company entered into a Management Services Agreement with ASL Energy Corp. (“ASL”~~ General and ~~the~~Administrative ~~“Management Agreement”), pursuant to which ASL agreed to provide the Company oil and gas related management and consulting services~~Expense. ~~The~~General ~~Management Agreement has a term of 90 days~~ and ~~automatically~~administrative ~~renews~~expense ~~thereafter~~for ~~on a month-to-month basis unless terminated by either party with 30 days prior written notice. We agreed to pay ASL a one-time signing bonus of $100,000 pursuant to~~ the ~~terms~~three ofmonths ~~the~~ended ~~Management~~March ~~Agreement (the “Bonus”)~~31, ~~due~~2012 ~~at the time the parties entered into the agreement; that ASL would earn an additional~~decreased ~~$100,000 bonus in the event that (a) the Company adopted an asset purchase agreement, share exchange agreement, plan of merger or consolidation, pursuant~~ to ~~which the Company’s shareholders held less than 50% of the voting stock of the resulting entity post transaction~~$66,088 ~~(b)~~from ~~the Board of Directors’ approved the sale of substantially all of the assets of the Company~~$106,522 ~~or (c) voting control of the Company was acquired by any person other than the current control person of the Company ((a) through (c), a “Restructuring”); that ASL would be paid a bonus of $0.20~~ for ~~every $1.00 of reduction of liabilities (including contingent liabilities) of~~ the ~~Company~~comparable ~~that~~quarter ~~ASL~~in ~~is able to affect during the term of the Management Agreement; and to issue ASL 1% of the Company’s fully-diluted shares of common stock following any Restructuring~~2011. The ~~Company~~decrease ~~also agreed to indemnify ASL against any liability it may have~~ in ~~connection with the services rendered by ASL pursuant to the Management Agreement or the Company in~~ general and toadministrative ~~pay~~expense ~~ASL~~was ~~liquidated~~largely ~~damages~~attributable to ofa ~~$50,000~~decrease in ~~addition~~professional tofees ~~such~~and ~~indemnification, in~~ the ~~event~~recognition ~~that ASL becomes party to any claim as a result~~ of ~~the~~stock ~~services~~compensation ~~provided~~expense ~~under~~in the ~~Management~~prior ~~Agreement~~year’s orcomparable ~~the Company in general~~quarter.

~~The~~Gain on ~~Company~~Sale ~~also entered into a Convertible Promissory Note in favor~~ of ~~ASL in the amount of $105,000, which evidenced the Bonus and $5,000 of expenses previously incurred by ASL in contemplation of the Management Agreement (the “Convertible Note”)~~Assets. ~~The~~ ~~Convertible~~During ~~Note is payable on demand, accrues interest at~~ the ~~rate~~three ofmonths 8%ended ~~per~~March ~~annum (15% in the event of a default) and is convertible~~31, ~~together with accrued and unpaid interest thereon~~2011, at the ~~option~~sale ofby ~~ASL, into shares of~~ the Company’s ~~common stock at a conversion price~~ of ~~$0.002~~certain ~~per~~oil ~~share. The~~and ~~Convertible~~gas ~~Note~~properties netted ~~includes a provision which prohibits ASL from converting~~ the ~~Convertible Note into shares of the~~ Company~~’s stock~~ ifan ~~ASL~~aggregate ~~would own more than 4.99%~~ of ~~the Company’s common stock following such conversion~~$96, ~~subject to ASL’s ability to waive such limitation with 61 days prior written notice to the Company~~827. In the event the Company desires to repay the Convertible Note, it is required to provide ASL at least 30 days prior written notice. Any amounts owed under the Management Agreement which are not paid within thirty (30) days of the date they are due as provided therein are automatically added to the principal amount of the Convertible Note.

InOther Income ~~connection~~(Expenses). ~~with~~We recorded interest expense of $1,718,841 for the ~~Company’s~~three ~~entry~~months ~~into~~ended March 31, 2012 compared to $82,513 in the ~~Convertible~~comparable ~~Note~~quarter the ~~Company~~prior ~~entered~~year. ~~into~~The aincrease ~~Security~~was ~~Agreement~~largely ~~with~~attributable ~~ASL~~to ~~and~~the ~~provided~~initial ~~ASL~~interest aexpense ~~first~~of ~~priority~~$1,705,638 recorded ~~security~~for ~~interest~~the infair ~~all~~value of the ~~Company’s~~embedded ~~assets~~derivative liability related to ~~secure~~the Carebourn Notes. Included in other expenses is $238,756 of expenses for the ~~repayment~~fair value change in derivative liabilities compared to income recognized of $9,818 in the ~~Convertible~~prior year ~~Note~~period.

Notes Payables

Notes 5 and 6 of the attached financial statements contain a description of the Company’s outstanding Notes Payable and Convertible Promissory Notes.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2010

Revenues. Our total revenue reported for the three months ended September 30, 2011 was $3,948 compared to $12,650 in the comparable period for the prior year, representing a decrease of $8,702 or 69% from the prior period. The decrease was due to the sale of various of the Company’s interests as discussed above.

Lease Operating Expenses. The lease operating expenses for the three months ended September 30, 2011 were $364, compared to $10,420 in the comparable period of the prior year, representing a decrease of $10,056 or 97% from the prior period.

Depreciation, Depletion, Amortization and Impairment. Depreciation, depletion, amortization and impairment for the three months ended September 30, 2011 was $0 compared to $934 in the comparable period the prior year.

-5-

General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2011 were $198,476 compared to $116,291 for the same quarter in 2010, an increase of $82,185 or 71% from the prior period, which increase was mainly due to the professional fees associated with the Company entering into an oil and gas related management and consulting services agreement.

Gain on Sale of Working Interest. During the three months ended September 30, 2010, the sale by the Company of certain oil and gas properties resulted in a gain of $76,944, compared to no gain or loss on the sale of assets during the three months ended September 30, 2011.

Other Income (Expenses). We recorded interest expense of $4,848 for the three months ended September 30, 2011 compared to $3,054 in the comparable quarter the prior year. This increase was largely attributable to the cost of increased debt.

Loss on Settlement of Debt. We had a loss on settlement of debt of $19,367 for the three months ended September 30, 2011 in connection with the conversion of debt into shares of the Company’s common stock.

Gain on Fair Value of Derivative Liability. We had a gain on fair value of derivative liability of $6,600 for the three months ended September 30, 2011 in connection with the change in the fair value of a derivative instrument, associated with the conversion options of a promissory note, from the date of issuance thru the end of the quarter.

Net Loss. We had a net loss of $212,507 for the three months ended September 30, 2011, compared to a net loss of $42,031 for the three months ended September 31, 2010, an increase in net loss of $170,476 from the prior period.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010

Revenues. Our total revenue reported for the nine months ended September 30, 2011 was $9,703 compared to $48,043 in the comparable period for the prior year, a decrease of $38,340 or 80% from the prior period. The decrease was due to the sale of various of the Company’s interests.

Lease Operating Expenses. The lease operating expenses for the nine months ended September 30, 2011 were $5,202, compared to $36,516 in the comparable period of the prior year, a decrease of $31,314 or 86% from the prior period.

Depreciation, Depletion, Amortization and Impairment. Depreciation, depletion, amortization and impairment for the nine months ended September 30, 2011 was $65 compared to $5,451 in the comparable period the prior year.

General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2011 were $391,020 compared to $997,605 for the same period in 2010, a decrease of $606,585 or 61% from the prior period, which decrease was mainly due to the recognition of stock-based compensation in 2010.

Gain on Sale of Working Interest. During the nine months ended September 30, 2011, the Company recognized a gain of $136,827 on the sale of certain oil and gas properties, compared to a gain on oil and gas properties of $310,264 for the nine months ended September 30, 2010.

Other Income (Expenses). We recorded interest expense of $50,477 for the nine months ended September 30, 2011 compared to $7,597 in the comparable period the prior year. This increase was largely attributable to the cost of increased debt.

Loss on Settlement of Debt. We had a loss on settlement of debt of $71,263 for the nine months ended September 30, 2011 in connection with the conversion of debt into shares of the Company’s common stock, compared to a loss on settlement of debt of $242,100 for the nine months ended September 30, 2010 in connection with the Company’s common stock issued for payment of debt.

-6-

Gain on Fair Value of Derivative Liability. We had a gain on fair value of derivative liability of $6,600 for the nine months ended September 30, 2011 in connection with the change in the fair value of a derivative instrument, associated with the conversion options of a promissory note, from the date of issuance thru the end of the quarter.

Net Loss. We had a net loss of $365,005 for the nine months ended September 30, 2011, compared to a net loss of $933,740 for the nine months ended September 31, 2010, a decrease in net loss of $568,735 from the prior period.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2011~~2012, we had total current assets of $~~636~~10,168. ~~consisting~~Our ~~solely~~total ofcurrent ~~cash. We~~liabilities ~~had~~as ~~total~~of ~~assets~~March of31, 2012 were $273,~~965~~082,150. Thus, we ~~which~~had ~~included~~a ~~$636~~working ofcapital ~~cash~~deficit ~~and~~of $273,~~329~~071,982 as of ~~net~~March ~~oil~~31, ~~and gas properties~~2012.

~~Our~~Operating activities ~~total~~used ~~current~~$8,183 ~~liabilities~~in ascash offor ~~September~~the ~~30,~~three ~~2011~~months ~~were~~ended $1March 31,~~044~~ 2012,~~074,~~ ~~consisting~~compared ~~solely~~to ~~of current liabilities and including~~ $~~163~~114,~~337~~235 offor ~~accounts~~the ~~payable~~three ~~and~~months ~~accrued~~ended ~~liabilities~~March 31, ~~$3,000~~2011. ofCash ~~advances~~flows ~~from~~provided ~~unrelated~~by ~~parties,~~investing ~~relating~~activities towere ~~amounts advanced for operating expenses~~$101,942 ~~which~~during ~~are~~the ~~payable~~three onmonths ~~demand, $167,833~~ of ~~related~~the ~~party~~prior ~~payable,~~year. ~~which~~Cash ~~represented~~flows ~~amounts~~provided by ~~due~~financing toactivities ~~officers~~during ~~and~~the ~~directors~~quarter ofended ~~the~~March ~~Company~~31, ~~$47,943~~2012 ofwas ~~accrued interest payable,~~ $~~647~~200,~~061~~ ofcompared ~~notes~~to ~~payable~~$10,000 ~~net~~for ofthe ~~discount~~three ~~(as~~months ~~further~~ended ~~described~~March 31, in2011. ~~Note~~The 52011 ~~and~~activity 6consisted toof ~~the~~proceeds ~~financial~~from ~~statements~~notes ~~attached~~payable ~~hereto),~~of $730,000, ofless ~~deferred~~repayments ~~revenue~~of ~~and~~ $720,~~900 of derivative liability~~000.

~~We had negative working capital of $1,043,438 and a total accumulated deficit of $3,064,421 as of September 30, 2011.~~16

WeBased upon ~~had~~our ~~net~~current financial condition, we do not have sufficient cash ~~used~~to inoperate ~~operating~~our ~~activities~~business ofat ~~$368,975~~the current level for the ~~nine~~next twelve months. ~~ended~~We ~~September~~have ~~30,~~negative ~~2011,~~working ~~which~~capital ~~mainly~~and ~~included~~rely ~~$365,005~~on ofproceeds ~~net~~from ~~loss,~~equity ~~$136,827~~and ofloans ~~loss~~to onfund ~~sale~~our ofoperations. We intend ~~working~~to ~~interest~~fund operations through increased sales and ~~$148~~debt and/or equity financing arrangements,~~003~~ ofwhich ~~advances~~may ~~from~~be ~~unrelated~~insufficient ~~parties,~~to fund ~~offset~~expenditures byor ~~$167,833~~other ofcash ~~related~~requirements. ~~party~~We ~~payable~~plan ~~and~~to ~~$71~~seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding,~~263~~ the implementation of ~~loss~~our business plan will be impaired. There can be no assurance that such additional financing will be available to us on ~~settlement~~acceptable ofterms ~~debt~~or at all.

We had $141,942 of net cash provided by investment activities for the nine months ended September 30, 2011, which was mainly due to proceeds from the sale of oil and gas properties.

We had $218,499 of net cash provided by financing activities for the nine months ended September 30, 2011, which included $258,499 of proceeds from issuance of debt offset by $20,000 of return of capital and $20,000 of repayment of long-term debt.

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

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

-7-

Going Concern

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

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

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

Off Balance Sheet Arrangements

As of ~~September 30~~March 31, ~~2011~~2012, there were no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Pursuant~~A smaller toreporting ~~Item~~company ~~305(e) of Regulation S-K (§ 229.305(e)), the Company~~ is not required to provide the information required by this Item ~~as it is a “smaller reporting company,” as defined by Rule 229~~.~~10(f)(1).~~

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Securities~~ Exchange Act ~~of 1934, as amended (“Exchange Act”)~~ Rules 13a-15(e) and 15d-15(e)) as of ~~September~~March 3031, ~~2011~~2012. The Company's internal control over financial reporting is a process and procedures 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 U.S. generally accepted accounting principles.

Based upon that evaluation, our Chief Executive Officer who is also our Principal Financial Officer concluded that, as of ~~September~~March 3031, ~~2011~~ 2012, our disclosure controls and procedures over financing reporting were not effective. This conclusion was based on the existence of the material weaknesses in our internal control over financial reporting previously disclosed and discussed below. There have been no changes in our internal controls over financial reporting during the quarter ended ~~September~~March 3031, ~~2011~~2012. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls as our financial position and capital availability improves. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

-8-

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified and continue to have the following material weakness in our internal controls over financial reporting:

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

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, 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 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 override of the internal control. 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, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the ~~three~~first ~~months~~quarter ~~ended~~of ~~September~~fiscal ~~30,~~2012 ~~2011~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~-9-~~18

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a party to the following litigation: On December 3, 2012 Bertagnolli sued Carebourn (the Bertagnolli Suit”) for non-payment of amounts due pursuant to the Bertagnolli PAA. On January 22, 2013 Carebourn filed an Original Answer, Counterclaim and Third Party Petition against the Company (“Carebourn’s Claim”). Carebourn’s counterclaim, among other things, alleges fraud by both Bertagnolli and the Company. The Company filed an answer to the claim in February 2013 denying all of Carebourn’s allegations and asserting various affirmative defenses. The Company intends to vigorously defend its position and counsel for the Company believes that it is too early in the matter to estimate damages, if any.

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

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

Item 1A: Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January ~~July 1~~30, ~~2011,~~2012 the ~~holder~~Company ofissued a5,263,158 ~~promissory~~shares ~~note~~of ~~originally~~common ~~dated~~stock ~~October~~in ~~25,~~exchange ~~2010~~for in the ~~original~~conversion ~~face amount~~ of $631,000 ~~converted $7,000 face amount~~ of the ~~note~~October ~~into 3,500,000 shares of the company’s common stock~~2010 Note.

On February ~~July 22~~9, ~~2011,~~2012 the ~~holder~~Company ofissued a5,217,391 ~~promissory~~shares ~~note~~of ~~originally~~common ~~dated~~stock ~~October~~in ~~25,~~exchange ~~2010~~for in the ~~original~~conversion ~~face amount~~ of $631,~~000~~200 ~~converted $4,000 face amount~~ of the ~~note~~October ~~into 2,222,222 shares of the company’s common stock~~2010 Note.

On February ~~July 27~~28, ~~2011,~~2012 the ~~holder~~Company ofissued a5,400,000 ~~promissory~~shares ~~note~~of ~~originally~~common ~~dated~~stock ~~October~~in ~~25,~~exchange ~~2010~~for in the ~~original~~conversion ~~face amount~~ of $632,~~000~~700 ~~converted $4,500 face amount~~ of the ~~note~~October 2010 ~~into 3,750,000 shares of the company’s common stock~~Note.

On March ~~August 3~~9, ~~2011,~~2012 the ~~holder~~Company ofissued a6,875,000 ~~promissory~~shares ~~note~~of ~~originally~~common ~~dated~~stock ~~October~~in ~~25,~~exchange ~~2010~~for in the ~~original~~conversion ~~face amount~~ of $~~63,000 converted $~~4,~~000~~600 ~~face amount~~ of the ~~note~~October ~~into~~2010 Note ~~4,000,000~~and ~~shares~~$900 of accrued and unpaid interest on the ~~company’s~~October ~~common~~2010 ~~stock~~Note.

On March ~~August 23~~22, ~~2011,~~2012 the Company ~~borrowed~~issued ~~$14~~6,~~500~~857,342 ~~from~~shares aof ~~non-related~~common ~~third~~stock ~~party~~in ~~bearing~~exchange ~~interest~~for ~~at 8% per annum. The loan is unsecured and~~ the ~~principal~~conversion ~~and~~of ~~accrued and unpaid interest is payable at maturity on May 25~~$2,800 ~~2012. The Company used the proceeds for working capital. The Conversion price (the “Conversion price”) shall be the greater~~ of ~~(i)~~ the ~~Variable~~October ~~Conversion~~2010 Note ~~Price~~ and ~~(ii)~~ $~~0.00009 per share (subject to equitable adjustments for stock splits~~1,620 ~~stock~~of ~~dividends~~accrued ~~or rights offerings~~ and ~~similar~~unpaid ~~events). The~~interest ~~“Variable Conversion Price” is defined as 45% of the average of the lowest three (3) trading prices for the Company’s common stock during the ten (10) trading day period ending~~ on the ~~last~~October ~~trading~~2010 ~~day prior to the conversion date~~Note.

On March ~~September 9~~22, ~~2011,~~2012 the Company ~~entered~~issued ~~into a convertible promissory note in favor of a third party in the amount of $105~~7,~~000~~462,687 which evidenced a $100,000 bonus and $5,000 of expenses incurred by the third party in contemplation of a management agreement. The convertible note is payable on demand, accrues interest at the rate of 8% per annum (15% in the event of a default) and is convertible, together with accrued and unpaid interest thereon, at the option of the third party, into shares of ~~the Company’s~~ common stock ~~at a conversion price of $0.002 per share. The Company also agreed that the third party would earn an additional $100,000 bonus~~ in ~~the event that (a) the Company adopted an asset purchase agreement, share~~ exchange agreement, plan of merger or consolidation, pursuant to which the Company’s shareholders held less than 50% of the voting stock of the resulting entity post transaction, (b) the Board of Directors’ approved the sale of substantially all of the assets of the Company, or (c) voting control of the Company was acquired by any person other than the current control person of the Company ((a) through (c), a “Restructuring”); that the third party would be paid a bonus of $0.20 for ~~every $1.00 of reduction of liabilities (including contingent liabilities) of~~ the ~~Company~~conversion ~~that the third party is able to affect during the term~~ of a Management Agreement dated September 9, 2011, which has a term of 90 days and automatically renews for additional one-month periods thereafter; and to issue the third party 1% of the Company’s fully-diluted shares of common stock following any Restructuring. The Company also agreed to indemnify ASL against any liability it may have in connection with the services rendered by the third party pursuant to the Management Agreement or the Company in general and to pay the third party liquidated damages of $505,000 ~~in addition to such indemnification, in the event that the third party becomes party to any claim as a result~~ of the ~~services~~December ~~provided under the Management Agreement or the Company in general~~2010 Note.

-10-

On September 14, 2011, the Company’ Board of Directors approved the issuance to Mr. Bertagnolli of 100,000,000 shares of the Company’s restricted common stock in consideration for services rendered to the Company by Mr. Bertagnolli as the Company’s Chief Executive Officer (the “Bertagnolli Shares”), of which only 5,000,000 shares will be issued at this time as the Company has reserved shares for issuance in connection with a prior transaction, provided that such shares had not been issued as of the date of this Report.

None of the aforementioned transactions resulted in any cash proceeds to the Company.

We claim an exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), for the above conversions, as the securities were exchanged by the Company with its existing security holders exclusively in transactions where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange and Section 4(2) of the Act for the other issuances, since the issuances did not involve a public offering, the recipients took the securities for investment and not resale and we took appropriate measures to restrict transfer.

Item 3. Defaults upon Senior Securities

~~Subsequent~~The ~~to December 31, 2010, the~~ Company is ~~sold~~in ~~its~~default ~~working~~of ~~interest in~~ the ~~Zavadil~~2010 ~~well~~ and ~~50%~~2011 ofAsher ~~its~~Notes, ~~working~~as ~~interest in the Rozella Kiefer~~ well. ~~This constituted a significant sale of assets and~~ as ~~such~~1st ~~rendered~~March ~~its~~2010 ~~notes dated October 25~~Note, ~~2010 (in~~ the ~~original~~2nd ~~face~~March ~~amount~~2010 ~~of $63~~Note,~~000),~~ the ~~December~~April ~~21,~~ 2010 ~~(in the original face amount of $32~~Note,~~500)~~ ~~and March 7, 2011 (in~~ the ~~original~~Bertagnolli ~~face amount of $30~~Note,~~000)~~ ~~in default. As a result of~~ the ~~default,~~ASL noNote ~~demand~~and ~~for repayment has been made; however,~~ the ~~lender~~Carebourn ~~can exercise its conversion rights~~Notes.

On April 10, 2011, the two promissory notes dated March 22, 2011, each in the original face amount of $40,000 and the promissory note dated April 21, 2010 in the original face amount of $40,000 went into default as a result of the Company’s non-payment.19

On July 27, 2011, the promissory note originally dated October 25, 2010 in the original face amount of $63,000 went into default as a result of the Company’s non-payment.

Item 4. (Removed and Reserved)

Item 5. Other Information

None

~~-11-~~Item 5. Other Information

Item 6. Exhibits

Exhibit Number	~~Description of Exhibit~~	Description of Exhibit
10.1(1)	Promissory Note with Arthur Bertagnolli
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.2(1)	Management Services Agreement - ASL Energy Corp.
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.3(1)	Convertible Promissory Note – ASL Energy Corp.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.4(1)	Security Agreement – ASL Energy Corp.
31*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

(1) Filed as an exhibit to the Company’s Form 8-K filing, filed with the Commission on September 16, 2011, and incorporated herein by reference.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

-12-

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SAVOY ENERGY CORPORATION
Date: November 29, 2011	November 21, 2011
Date: July 3, 2013	By:	/s/ Arthur Bertagnolli
	By:	/s/ Arthur Bertagnolli
		Arthur BertagnolliChief Executive Officer and Chief Financial Officer
		Arthur Bertagnolli
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

~~-13-~~21

Filing Compare · Savoy Energy Corp