UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2012 ~~2011~~

Commission File Number 333-67174

GEOBIO ENERGY, INC.

(Exact name of registrant as specified in its charter)

Colorado	~~84-1153946~~	84-1153946
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
13110 NE 177th Place # 169, Woodinville, WA	98072
19125 North Creek Parkway, Bothell, WA		98011
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code:

(~~970~~425) ~~633~~402-~~0436~~3699

Securities registered pursuant to Section 12(b) of the Act: None.

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

Title of Each Class ~~Common Stock, Par Value $0.001~~

~~Indicate~~Common ~~by check mark if the registrant is a well-known seasoned issuer~~Stock, asPar ~~defined~~Value ~~in Rule 405 of the Securities Act~~$0. ~~Yes [ ] No [x]~~001

~~Indicate~~Preferred byStock, ~~check~~Par ~~mark~~Value ~~if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act~~$0. ~~Yes [ ] No [x]~~001

Indicate by check mark ~~whether~~if the registrant: ~~(1) has~~is ~~filed~~a ~~all~~well-known ~~reports~~seasoned ~~required~~issuer, toas bedefined ~~filed~~in ~~by Section~~Rule 13405 ~~or 15(d)~~ of the Securities ~~Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes ~~[x]~~ ¨ No ~~[ ]~~ þ

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~not ~~electronically and posted on its corporate Web site, if any, every Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section 13 ~~405~~or ~~of Regulation S-T during the preceding 12 months~~ Section 15(ord) ~~for~~of ~~such shorter period that~~ the ~~registrant was required to submit and post such files)~~Exchange Act. Yes ~~[x]~~ ¨ No ~~[ ]~~ þ

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant: ~~delinquent~~(1) has ~~filers~~filed ~~pursuant~~all reports required to ~~Item 405~~be offiled ~~Regulation~~by Section ~~S-K~~13 isor ~~not~~15(d) ~~contained~~of ~~herein,~~the ~~and~~Securities Exchange ~~will~~Act ~~not~~of be1934 ~~contained,~~during to the ~~best~~preceding of12 months ~~registrant’s~~(or ~~knowledge,~~for insuch ~~definitive~~shorter ~~proxy~~period orthat ~~information~~the ~~statements~~registrant ~~incorporated~~was byrequired ~~reference~~to infile ~~Part~~such reports), and (2) ~~III~~has ofbeen ~~this~~subject ~~Form 10-K~~to orsuch ~~any~~filing ~~amendment~~requirements tofor ~~this~~the ~~Form~~past 90 ~~10-K~~days. ~~[x]~~ Yes þ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

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

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

1Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ~~[ ]~~ ¨ No ~~[x]~~ þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $~~532~~85,~~200~~500 as of March 31, ~~2011~~2012 based upon the closing price of $0.10 0045 per share reported on that date. Shares of voting stock held by each executive officer and director of the registrant and each person who beneficially owns 10% or more of the registrant’s outstanding voting stock has been excluded from the calculation. This determination of affiliated status may not be conclusive for other purposes.

As of January 10, ~~2012~~2013, there were 1976,~~001~~080,~~000~~ 035 shares of the Registrant’s $0.001 par value common stock outstanding.

GEOBIO ENERGY, INC.

(A Development Stage Company)

Table of Contents

		~~Page~~	Page
~~PART I~~	PART I
Item 1.	Business		4
Item 2.	Properties		7
Item 3.	Legal Proceedings		7
Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures		7
~~PART II~~	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 8.	Financial Statements and Supplementary Data		15
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		35
Item 9A.	Controls and Procedures		35
Item 9B.	Other Information
	PART III
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		39
Item 10.	Directors, Executive Officers and Corporate Governance
Item 11.	Executive Compensation		41
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions and Director Independence		47
Item 13.	Certain Relationships and Related Transactions and Director Independence
Item 14.	Principal Accounting Fees and Services		47
Item 14.	Principal Accounting Fees and Services
	PART IV
PART IV
Item 15.	Exhibits		48
Item 15.	Exhibits
Signatures			50
Signatures
Exhibit Index
Exhibit Index

FORWARD-LOOKING STATEMENTS

GeoBio Energy, Inc’s (the “Company” or “GeoBio” or, at times when describing specific events occurring prior to our February 15, 2008 name change, referred to by our former name “Better Biodiesel”) Annual Report on Form 10-K contains “forward-looking statements.” In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements include, among other things, (1) our limited operating history; (2) our ability to pay down existing debt; (3) our ability to protect and defend our proprietary technology; (4) our ability to secure and retain management capable of managing growth; (5) our ability to raise necessary financing to execute our business plan; (6) potential litigation with our shareholders, creditors and/or former or current investors; (7) our ability to comply with all applicable federal, state and local government and international rules and regulations; and (8) other factors over which we have little or no control.

We have included projections and estimates in this Annual Report on Form 10-K, which are based primarily on our experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the Securities and Exchange Commission or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I

ITEM 1.

BUSINESS

GeoBio Energy, Inc. (“GeoBio” or the “Company”) formerly known as Better Biodiesel, Inc., was incorporated in Colorado in November 1990. The Company was known as Mountain State Holdings, Inc., (“MSH”) until September 2006, when it was renamed in anticipation of a merger in September 2006, when it acquired all of the Member Units of Domestic Energy Partners, LLC, (“DEP”), a Utah limited liability corporation. The previous assets and liabilities of MSH were spun off to two stockholders in August 2006 in exchange for the return of common shares. At the time of the acquisition of DEP, the Company had no assets and no liabilities and 2,000,001 shares of common stock issued and outstanding carried at nil.

The merger of the Company and DEP was accounted for as a reverse merger. The assets and liabilities of DEP are presented in the consolidated balance sheet at book value. The historical operations presented in our consolidated statements of operations are those of DEP. On December 20, 2007, the Company entered into and closed an Asset Purchase, Settlement and Mutual Release Agreement with the former Members of DEP and effectively disposed of their interest in DEP.

In March 2008, we completed our Share Exchange with GeoAlgae Technologies, Inc. (“GeoAlgae”) and acquired GeoAlgae as a wholly owned subsidiary. GeoAlgae was a recently formed company and its net assets at the date of acquisition were nil. The entire purchase price was allocated to intangible assets which in total constituted a business plan. The intangible assets were subsequently deemed to be impaired. GeoAlgae is not currently an operating company.

~~Acquisitions~~On November 14, 2011, we closed an equity purchase agreement with El Gas North America, LLC, a Washington limited liability company (“El Gas NA”), under which El Gas NA agreed to sell 100% of the issued and outstanding equity interests of El Gas NA for 2.5 million shares of common stock of the Company and a $100,000 promissory note. El Gas NA is a fully licensed and exclusive distributor of El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in ~~Process~~the territories including the United States, Canada, Mexico and the Caribbean Islands. El Gas NA was only recently incorporated and its only asset is its exclusive distributer contract to distribute El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in territories previously listed. Given this, the Company has determined that this transaction is not a business combination for accounting purposes and has accounted for the transaction as the acquisition of an asset, i.e. the exclusive distribution agreement.

OnEl ~~November~~Gas ~~14,~~NA ~~2011,~~intends weto ~~closed~~initially andistribute two ~~equity~~products ~~purchase~~throughout ~~agreement~~North (America: the maxiElcor (“~~Agreement~~Maxicore”) ~~with~~and ElmaxiDATCOM ~~Gas North America, Inc., a Washington limited liability company~~ (“ElData ~~Gas NA~~Logger”),. ~~under~~The ~~which~~Maxicore unit Elis ~~Gas~~an NAelectronic ~~agreed~~volume tocorrector ~~sell~~device, ~~100%~~and of the ~~issued~~Data ~~and~~Logger ~~outstanding~~is ~~equity~~a ~~interests~~real oftime Eldata ~~Gas~~accusation ~~NA in exchange for total consideration (the “Purchase Price”) including:~~device.

~~(i) 2,500,000 shares of our common stock (the “Acquisition Stock”), which were placed into escrow and to be released to El Gas NA upon the full payment of the Acquisition Note (defined below);~~4

~~(ii)~~Natural $100,000 in the form of an 8% Promissory Note (“Acquisition Note”), due upon the earlier of (i) our receipt of third-party financing (or, cumulatively, financings) of not less than $5,000,000 or (ii) one year from the date of the Closing (the “Maturity Date”), provided that El Gas NAMeasurement ~~has generated sufficient revenue during the year to repay the Acquisition Note, or that at such time as sufficient revenue has been made available;~~Instruments Industry

~~(iii)~~Precise Wegas measurements ~~agree~~are toessential ~~reimburse~~when tobilling Elfor ~~Gas~~large NAvolume ~~all~~gas ~~reasonable~~transfers ~~expenses~~and ~~that~~are Elof ~~Gas~~great NAimportance ~~incurs~~to ~~(“Reimbursable~~natural ~~Expenses”)~~gas ~~prior~~utility tocompanies. Gas Elmeters ~~Gas~~only NAmeasure ~~achieving~~the ~~its~~actual ~~first~~volume ~~month~~of cubic feet of ~~positive~~gas ~~Earnings~~that ~~Before~~passes ~~Income,~~through ~~Taxes,~~the ~~Depreciation~~meter. ~~and~~Since ~~Amortization~~gas ~~(“EBITDA”),~~can ~~such~~be ~~payment~~compressed, the quantity of gas which has actually flowed through the ~~Reimbursable~~meter ~~Expenses~~still has to ~~occur~~be ~~upon~~calculated from the ~~earlier~~measured ofvolume ~~(a)~~at ameasurement conditions. ~~third-party~~To ~~financing~~most ~~(or,~~accurately ~~cumulatively~~measure volume, ~~financings)~~a ofgas ~~not~~meter ~~less~~needs ~~than~~to $5take pressure,~~000,000,~~ ~~(b)~~temperature ~~within~~and ~~six~~the ~~months~~“supercompressability factor” ~~following~~into ~~such~~account. ~~time~~The assupercompressability offactor ~~which~~is ~~fifty~~used ~~percent~~to ~~(50%)~~calculate ofactual ~~the~~volumes ~~monthly~~from ~~EBITDA~~volumes at standard temperatures and pressures from actual volumes. The factor is ~~sufficient~~of toincreasing ~~repay~~importance at high pressures and low temperatures, which reflect the ~~Reimbursable~~conditions ~~Expenses~~that orexist ~~(c)~~in ~~one~~natural ~~year~~gas ~~from~~pipelines. ~~the~~This ~~date~~process ofis ~~the~~referred ~~Closing;~~to ~~and~~as volume correction.

~~(iv)~~The AtNorth ~~the~~American ~~end~~oil ofand ~~our~~gas ~~fiscal~~industry has ~~year~~historically ~~for~~used ~~each~~mechanical ofmonitoring as its primary method to collect the ~~first~~information ~~two~~required ~~years~~for ~~following~~volume correction. Until recently, the ~~Closing~~rotary seven, ~~provided~~14 ~~that~~and 31 day chart recorder has been the ~~Agreement~~“standard” isrecorder ~~not~~in atmany ~~such~~industries. ~~time~~These recorders ~~terminated~~use ora ~~otherwise~~round ~~unwound~~paper chart, ~~our~~divided ~~board~~into ofsegments, ~~directors~~ and ~~the~~rely ~~board~~on ofinked ~~directors~~pens ofon Elswing ~~Gas~~arms NAto ~~shall~~record ~~evaluate~~pressures ~~the~~and ~~value~~temperatures as oflines ~~the~~on ~~Acquisition~~a ~~Stock,~~slowly ~~and~~rotating tochart. ~~the~~These ~~extent~~charts ~~that~~are ~~the~~retrieved ~~value~~by ofan ~~the~~employee ~~Acquisition~~at ~~Stock~~periodic isintervals, ~~less~~and ~~than~~then ~~the~~transported ~~value~~back to ofan office where the ~~Acquisition~~data ~~Stock~~is atrecorded ~~the~~and ~~Closing~~analyzed. ~~(the~~At ~~“Baseline~~each ~~Value”)~~interval, wean ~~shall~~employee ~~issue~~is required to Elinstall ~~Gas~~a NAnew ~~that~~chart ~~amount~~and ofre-ink the ~~additional~~pens. ~~Acquisition~~These ~~Stock~~“standard” ~~necessary~~recorder toinstruments ~~raise~~are ~~the~~outdated ~~total~~and ~~value~~inefficient ofwith the ~~Acquisition~~drawback ~~Stock~~being the inability to ~~not~~report ~~less~~in ~~than~~real-time. ~~its~~In ~~Baseline~~many ~~Value.~~cases, Inequipment nofailure ~~event~~and ~~shall~~safety hazards have been attributed to the ~~Acquisition~~lack ~~Stock~~of bereal-time ~~reduced~~data accusation of these devices.

1Products

~~Additionally,~~We ~~under~~believe the ~~Agreement,~~two ~~we agreed to provide the principal of~~ El Gas NA ~~with~~products ~~a five-year employment contract~~ to be ~~serve~~distributed ~~as President of El Gas NA at a pay rate of $8,000 per month~~ (~~“Base~~Maxicore ~~Salary”), which shall be payable 50% by us~~ and ~~50%~~Data byLogger) Elrepresent ~~Gas~~vast NAtechnological ~~until~~improvements ~~the~~over ~~El Gas NA- generated revenue is sufficient to pay~~ the ~~entire~~existing ~~monthly~~mechanical ~~Base~~chart ~~Salary~~recorders commonly ~~(the~~used ~~“Employment Contract”)~~today. ~~The~~ ~~principal~~These ofproducts Elutilize ~~Gas~~automatic NAmeter isreading ~~also the Director of Saratoga Capital~~technology, ~~LLC. Additionally,~~and ~~for~~are ~~each~~capable ~~full year that the Employment Contract remains effective, we shall extend the term~~ of ~~the~~providing ~~employment~~real ~~agreement~~time ~~by an additional year (~~information for upcustody totransfer aapplications ~~maximum of ten years). The Employment Agreement shall provide severance benefits~~ in the ~~event~~gas ofindustry. ~~termination~~Benefits ~~without cause consisting~~ of ~~not~~these ~~less~~products than severance salary of not less one hundred percent (100%) of the Base Salary for the period of the Employment Contract. The Agreement requires the parties to agree upon and enter the Employment Contract within 30 days following the Closing. This Employment Contract has been drafted and is under review by the parties.include:

~~The~~§ ~~Closing~~More ~~occurred~~accurate ~~upon~~accounting ~~the Company’s~~ and Elbilling ~~Gas~~for ~~NA’s~~natural mutual execution of the Agreement. The Agreement is subject to revocation in the event of material breach of the Agreement by either party including, but not limited to, our failure to repay the Acquisition Note or the Reimbursable Expenses by the Maturity Date under the conditions set forth in the Agreement or failure of the parties agree upon the Employment Contract.gas

El§ ~~Gas~~Ability NAto isrecord aall ~~fully licensed and exclusive distributor of El Gas s.r.o’s natural gas volume monitoring and correcting equipment and~~ data ~~recorder products~~ in the territories including the United States, Canada, Mexico and the Caribbean Islands. El Gas s.r.o, licensor of El Gas NA, was founded in 1992 in Pardubice, Czech Republic. Electronic volume correctors facilitate proper natural gas measurement, data recording and billing, and are generally used by gas utility concerns, municipalities, natural gas producers, pipeline operators and some industrial concerns.real-time

~~Sale~~§ ofAbility ~~the products in the United States and Canada is subject~~ to Eltransmit Gas NA receiving UL approval and CSA approval, respectively, which applications are underway and which El Gas NA expects to receive by the close of January 2012. El Gas NA’s licensor, El Gas s.r.o, has APEX approval, the European equivalent required certification, on the products in Europe. El Gas NA’s primary asset is its exclusive distributer contract to distribute El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data ~~recorder~~via ~~products in territories including the United States~~cell, ~~Canada~~FM, ~~Mexico~~ and ~~the~~phone ~~Caribbean Islands.~~modems

On§ ~~February~~Ability 28, 2011, we terminated our Stock Purchase Agreement with Collins Construction, Inc. (“Collins”), dated March 30, 2010, previously amended on June 1, 2010, July 14, 2010, September 9, 2010 and on November 30, 2010 (the “Collins Stock Purchase Agreement”), for the purchase of 100% of the issued and outstanding capital stock of Collins. We have obtained a refund of a $50,000 down payment and in February 2011, we issued 200,000 shares of our common stock to ~~the~~download ~~parties~~data ~~pursuant~~into tocustomer’s ~~the~~computer ~~terms~~system ofat ~~the~~whichever ~~agreement~~interval ~~as amended in connection with its termination. No further consideration~~ is ~~due under the terms of the agreement.~~requested

AsIn ofaddition ~~the~~to ~~date~~providing ofmore ~~this~~accurate billing ~~filing~~information, ~~the~~El ~~parties~~Gas ~~have~~NA’s ~~jointly~~products ~~stopped~~enhance ~~pursuing~~a ~~the~~customer’s ~~completion~~ability ofto ~~the~~recognize ~~October~~and ~~2010~~respond ~~equity~~to ~~purchase~~safety ~~agreement~~concerns more torapidly ~~purchase~~by ~~100%~~providing ofreal-time ~~the~~information ~~issued~~ and ~~outstanding~~as ~~equity~~well ~~interests~~as ofthe ~~Magna~~potential ~~Energy~~to ~~Services,~~save ~~LLC. No~~customers ~~further~~millions ~~consideration~~in isoperating ~~due under the terms of the agreement~~overhead.

OnEl ~~April,~~Gas ~~25,~~NA ~~2011,~~estimates wethat ~~terminated~~by ~~our~~replacing ~~February~~existing pressure ~~2011~~monitoring ~~equity~~technology ~~purchase~~with ~~agreement~~its toproducts, ~~purchase~~large ~~100%~~customers ofcan ~~the~~save ~~issued~~millions ~~and~~per ~~outstanding~~year ~~equity~~by ~~interests~~switching offrom ~~Moody~~mechanical ~~Construction~~chart recorders &to ~~Sons,~~the ~~Inc~~El Gas NA’s products. NoLouisville ~~further~~Gas ~~consideration~~& isElectric ~~due~~estimates ~~under~~that the ~~terms~~cost for maintenance and collection of ~~the~~information ~~agreement~~for its 300 chart recorders is close to $3 million annually.

In October 2011, the Company and Lary Archer & Associates, Inc., Archer Equipment Rental, Inc., The Archer Company Inc., and Archer Testing Services, Inc., each a Texas corporation (together referred to as “Archer”), terminated our April 2011 equity purchase agreement to purchase 100% of the issued and outstanding equity interests of Archer. There were no material penalties to either the Company or Archer in connection with the termination.Sales

2The sale of El Gas NA’s products in the United States and Canada is subject to UL approval. Application processes related to UL approval were finalized August 31, 2012.

Competition

The North American market for natural gas volume monitoring tools, correcting equipment, and data recording products consists of three major suppliers: Mercury Instruments (Honeywell), Eagle Research and Reynolds Equipment (Heath Consultants). These competitors’ products are not only more expensive, but they are also technologically inferior, using older microprocessor technology with limited memory capacity, less efficient power supplies and outdated communications equipment. As a result, El Gas NA believes the North American oil and gas services industry is primed to support additional market entrants. Furthermore, due to its state of the art technology solutions, El Gas NA believes it is well positioned to rapidly emerge as the industry leader.

In North America, El Gas NA has a competitive advantage because its products have a proven record of success throughout Europe, Asia and South America. This proven record of success bodes well for the El Gas NA’s ability to replicate these results in North America. Further, El Gas NA’s competitors in North America have thus far been unable to produce reliable instruments to meet current customer needs, while our products have a demonstrated track record of providing customers with the functionality and reliability they desire.

Our products have the following advantages over the products of competitors:

Flexibility – ability to monitor and have two way communication with one unit; competitors have two separate units – one for measurement and another for communications

Lower maintenance costs – no maintenance needed for up to five years, versus two years for competitors

Field expandable – customers are able to easily to add components/pieces (expansion board, modem, etc.) – competition forces customer to replace unit or send it to the manufacturer for modifications

Our competitors only offer one or two input units with one or two outputs, making communications expensive. Our products offer up to 10 inputs, six outputs and an onboard Cell or FM modem (battery powered for up to five years), all powered by a single “D” cell battery which is capable of running the instrument for six years. Competitors can only offer onboard batteries with a four-year life and need a solar panel and gel cell battery for communications.

Our products include the capability to provide two-way real-time communications, while competitors’ products require the purchase and installation of separate communications packages.

ITEM 2.

PROPERTIES

We do not own any real property. The Company has relocated its corporate headquarters ~~temporarily~~ to ~~13110~~19125 NENorth ~~177th~~Creek ~~Place~~Parkway, ~~#169~~Bothell, ~~Woodinville,~~WA ~~Washington 98072~~98011.

ITEM 3.

LEGAL PROCEEDINGS

In October 2010, Stanton Chase International (“Stanton Chase”), an executive search firm, served notice of its action filed against the Company in the Supreme Court State of New York, New York Count, Index No. 112613/10, seeking $65,250 in executive consulting fees, which Stanton Chase claims is owed pursuant to a contract between the parties for an executive management search. The Company disputes the demand based on the fact the Company (i) never entered into a contract with Stanton Chase, (ii) Stanton Chase did not during the period it claimed to provide services ever make the Company aware of any work actually performed or provided and (iii) during the period that Stanton Chase claimed to provide services to Stanton Chase never identified any management personnel for the Company. As the Company has no nexus to Stanton ~~Chance~~Chase in New York State, it has not responded to the filed complaint in the State of New York, and has no intention of responding in New York State, at this point. Therefore, it is not possible to evaluate the likelihood of success in this matter at this time, and we have not included any part of the asserted claim in our accounts payable and accrued expenses on the consolidated balance ~~sheet~~sheets as of September 30, 2012 and September 30, 2011.

On May 11, 2010, the Company filed a complaint against its former accountants, TanOak Partners, LLC, Chris Wain and Paul Spencer (collectively, “TanOak”), in ~~King~~ King County Superior Court (Geobio Energy, Inc. v. TanOak Partners, LLC, Chris Wain and Paul Spencer, Case Number 10-2-17135-5 SEA), for breach of TanOak’s engagement contract, breach of the covenant of good faith and fair dealing, violation of fiduciary duties, self-dealing and fraudulent misrepresentation/inducement. TanOak filed an answer and counterclaim on June 3, 2010 seeking damages for work accounting services actually performed and claiming fraud, breach of contract and breach of the covenant of good faith and fair dealing. In September 2011, the Company and TanOak settled and dismissed the case, under which settlement the Company agreed to pay $50,000 in cash for the services provided upon the Company’s receipt of capital financing not less than $5,000,000 (whether in a single event or cumulatively over multiple financing events), which the King County Superior Court approved in its Order on October 19, 2012. We ~~have~~ included the $50,000 in accounts payable and accrued expenses on the consolidated balance ~~sheet~~ sheets as of September 30, 2012 and September 30, 2011.

ITEM 4. ~~SUBMISSION~~MINE OFSAFETY ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~DISCLOSURES

None.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded in the Pink Over-the-Counter Markets, Inc. under the symbol “GBOE”. Our common stock was previously traded on the Over-the-Counter Bulletin Board market and was previously quoted on the Electronic Bulletin Board (“OTC Bulletin Board”) under the symbol “GBOE.” The following table represents the range of the high and the low closing prices, as quoted on the Pink Sheets or the OTC Bulletin Board, as applicable, for each fiscal quarter for the fiscal years ended September 30, ~~2011~~2012 and ~~2010~~2011. These quotations represent prices between dealers, and may not include retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions. On December 1, 2010, we effected a decrease of our issued and outstanding common stock, in the form of a reverse stock-split, on a one-for-five thousand, five hundred basis (1:5,500) (the “Reverse Stock-Split”). ~~All per share amounts included in the table below have been adjusted retroactively to reflect the effects of the Reverse Stock Split.~~

Also on December 1, 2010, we effected an amendment to our Articles of Incorporation (the “Articles”) to decrease the authorized common stock by 24 billion shares of common stock for a resulting aggregate total of 1 billion authorized shares of common stock (the “Amendment to the Articles”).

	HIGH BID		LOW BID
Fiscal year ended September 30, 2012
December 31, 2011	$	0.04	$	0.003
March 31, 2012		0.01		0.004
June 30, 2012		0.01		0.005
September 30, 2012		0.01		0.01

Fiscal year ended September 30, 2011
December 31, 2010	$	0.56	$	0.07
March 31, 2011		0.55		0.07
June 30, 2011		0.15		0.03
September 30, 2011		0.05		0.01

~~Both~~As ~~the~~of January ~~Reverse~~10, ~~Stock-Split~~2013, ~~and~~we ~~the~~had ~~Amendment~~76,080,035 toshares of ~~the~~common ~~Articles~~stock ~~were~~issued ~~approved~~and inoutstanding ~~September~~and ~~2010~~had byapproximately ~~the~~140 ~~consent~~stockholders of ~~a majority of the voting capital stock of the Company~~record.

	HIGH BID		LOW BID
Fiscal year ended September 30, 2011
December 31, 2010		$0.56		$0.07
March 31, 2011		0.55		0.07
June 30, 2011		0.15		0.03
September 30, 2011		0.05		0.01
Fiscal year ended September 30, 2010
December 31, 2009		$82.50		$8.25
March 31, 2010		66.00		22.00
June 30, 2010		51.15		8.80
September 30, 2010		17.05		2.75

As of January 10, 2012, we had approximately 19,001,000 shares of common stock issued and outstanding and had 135 stockholders of record.

Dividends

We have never declared or paid cash dividends to our stockholders. We currently intend to retain all available funds and any future earnings for use in the operation of our business and we do not anticipate declaring or paying cash dividends for the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding securities authorized for issuance under our equity compensation plan is disclosed in the section captioned, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Repurchases of Equity Securities

None.

Recent Sales of Unregistered Securities

In ~~September~~July ~~2011~~2012, accounts payable due to Martin Davis, PLLC, a related party, were assigned to Ron Tate and Hailey Hollenbeck, and we entered into a 1012% convertible promissory note ~~with~~in ~~Laurence~~aggregate principal ~~Shelver~~amount of $25,000, ~~our~~convertible ~~CEO~~into ~~and~~shares ~~President~~of ~~and~~our common stock at a ~~director~~35% discount of the ~~Company~~volume-weighted inaverage anclosing sale ~~aggregate~~price ~~principal~~per ~~amount~~share of ~~$75~~the Company’s common stock on the OTC:QB or OTC:BB market,~~000~~ for 10 days immediately prior to conversion, at ~~due~~the ~~within~~earlier ~~five~~of (5a) ~~days~~ following the Company’s ~~receipt~~acquisition of aone ~~capital~~or ~~financing~~more ~~(or~~currently ~~cumulative~~targeted ~~financings)~~acquisitions in the ~~amount~~natural oil and gas industry or b) October 1, 2012, at the option of ~~$750~~the holder. The note is due July 23,~~000~~ 2013 unless previously converted. The promissory note was issued together with a warrant to purchase up to 2250,~~500,~~000 shares of our common stock at an exercise price of $0.0310 per share. ~~The warrant expires in three years.~~

In ~~September~~August ~~2011~~2012, we entered into aan 108% ~~promissory~~convertible promissory note with ~~Saratoga~~Value ~~Capital~~Corp ~~Partners,~~Trading ~~LLC,~~Company in ~~the~~an aggregate principal amount of $25759,~~000,~~ ~~due~~in ~~upon~~settlement ~~the~~of ~~Company’s~~an ~~receipt~~invoice of athe ~~capital~~same ~~financing~~amount ~~(or~~to the ~~cumulative~~same ~~financings)~~party. inThe ~~the~~note ~~amount~~is convertible into shares of our common stock at a conversion price of $~~750,000~~0. ~~The~~01 ~~promissory~~per ~~note~~share, ~~was~~and ~~issued~~is ~~together~~due, ~~with~~if not apreviously ~~warrant~~converted toat ~~purchase~~the upoption toof ~~833~~the holder,~~333~~ ~~shares~~on November 1, 2012. The default rate of ~~our~~interest ~~common~~is ~~stock~~12%. atIn anDecember ~~exercise~~2012, the ~~price~~conversion ofrate was adjusted to $0.03005 ~~per~~and ~~share. The~~principal ~~warrant~~amounting ~~expires~~to in$759 ~~three~~was ~~years~~immediately converted into 151,800 shares of our common stock.

4In August 2012, we entered into a 10% promissory note with Otto Capital, LLC, in an aggregate principal amount of $250, due on or before August 30, 2013. The default rate of interest is 20%.

~~In October 2011, Lance Miyatovich assigned a total of 100,000 shares of Series A Preferred Stock to an unrelated party, which was immediately converted into 100,000 shares of our common stock.~~ 8

In ~~November~~August ~~2011~~2012, weRon ~~issued~~Tate anconverted ~~aggregate of 2~~$25,~~500,~~000 ~~shares~~in principal value of ~~common~~his ~~stock~~12% toconvertible ~~the~~note ~~principals~~and ofrelated Elaccrued ~~Gas~~interest ~~North~~into ~~America~~7, ~~LLC~~585,719 ~~pursuant~~shares toof our ~~acquisition~~common ofstock Elat ~~Gas~~an ~~North~~effective ~~America~~conversion price of $0.0033 per share.

~~Additionally,~~In inAugust ~~November 2011~~2012, weRyan ~~issued~~Wear 50transferred $25,000 in ~~shares~~principal value of ~~common~~his ~~stock~~12% convertible note and related accrued interest to ~~AGAPA~~Pinnacle ~~Holdings~~Investments, LLC, ~~(“AGAPA”)~~and Pinnacle Investments, LLC insimultaneously ~~connection~~converted ~~with~~it ~~the~~into ~~Company’s~~8,714,200 ~~consulting~~shares ~~agreement~~of ~~with~~our ~~AGAPA~~common stock at an effective conversion price of $0.0029 per share.

OnIn ~~December~~August ~~20,~~and ~~2011~~September 2012, we entered into atwo 1012% convertible promissory ~~note~~notes with ~~Jack~~Saratoga ~~Walkely~~Capital inPartners, anLLC, in aggregate principal amount of $2550,000, ~~due~~convertible ~~the~~into ~~earlier~~shares of ~~within~~our common ~~five~~stock ~~(5)~~at ~~days~~a ~~following~~35% discount of the volume-weighted average closing sale price per share of the Company’s ~~receipt~~common stock on the OTC:QB or OTC:BB market, for 10 days immediately prior to conversion, at the earlier of a) ~~capital~~following ~~financing~~the (Company’s acquisition of one or ~~cumulative~~more ~~financings)~~currently targeted acquisitions in the ~~amount~~natural ofoil ~~$725,000~~and gas industry or ~~June~~b) October 1, 2012, at the option of the holder. The ~~default~~notes ~~rate~~are ofdue ~~interest~~August is14, ~~22%~~2013 and September 16, 2013 unless previously converted. ~~The~~ Each promissory note was issued together with a warrant to purchase up to ~~833~~250,~~334~~000 shares of our common stock at an exercise price of $0.0310 per share. ~~The warrant expires in three years.~~

In ~~December~~September ~~2011~~2012, ~~Lance~~we ~~Miyatovich~~issued ~~assigned~~an additional 2,~~900~~500,000 shares of ~~Series~~our Acommon ~~Preferred~~stock ~~Stock~~ to anthe ~~unrelated~~principals ~~party,~~of ~~which~~El ~~was~~Gas ~~immediately~~North ~~converted~~America, ~~into 2~~LLC,~~900,000~~ ~~shares~~pursuant to the terms of ~~our~~the ~~common~~equity ~~stock~~purchase agreement of El Gas NA.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with our ~~consolidated~~ financial statements and notes appearing elsewhere in this Annual Report on Form 10-K.

Overview

OnGeoBio ~~February 28~~Energy, ~~2011,~~Inc. we(“GeoBio” ~~terminated~~or ~~our~~the ~~Stock~~“Company”) formerly ~~Purchase~~known ~~Agreement~~as ~~with~~Better ~~Collins Construction~~Biodiesel, Inc. ~~(“Collins”)~~, ~~dated~~was ~~March~~incorporated ~~30,~~in ~~2010,~~Colorado ~~previously~~in ~~amended~~November on1990. The ~~June~~Company 1,was ~~2010,~~known ~~July~~as 14Mountain State Holdings, ~~2010~~Inc., ~~September~~(“MSH”) 9until September 2006, ~~2010~~when ~~and~~it onwas ~~November~~renamed ~~30,~~in ~~2010~~anticipation ~~(the~~of ~~“Collins~~a ~~Stock~~merger ~~Purchase~~in ~~Agreement”)~~September 2006, ~~for~~when ~~the~~it ~~purchase~~acquired all of ~~100%~~the Member Units of ~~the~~Domestic ~~issued~~Energy ~~and~~Partners, ~~outstanding~~LLC, ~~capital~~(“DEP”), ~~stock~~a ofUtah ~~Collins~~limited liability corporation. The Weprevious ~~have~~assets ~~obtained~~and aliabilities ~~refund~~ of aMSH ~~$50,000~~were ~~down~~spun ~~payment~~off ~~and~~to two stockholders in ~~February~~August ~~2011,~~2006 wein ~~issued~~exchange ~~200,000~~for the ~~shares~~return of ~~our~~ common ~~stock~~shares. At to the ~~parties~~time ~~pursuant~~of to the ~~terms~~acquisition of DEP, the ~~agreement~~Company ashad ~~amended~~no inassets ~~connection~~and ~~with~~no ~~its~~liabilities ~~termination. No~~and ~~further~~2,000,001 shares ~~consideration~~of iscommon ~~due~~stock ~~under~~issued ~~the~~and ~~terms~~outstanding ofcarried ~~the~~at ~~agreement~~nil.

AsThe merger of the ~~date~~Company ofand ~~this~~DEP ~~filing,~~was ~~the~~accounted ~~parties~~for ~~have~~as ~~jointly~~a ~~stopped~~reverse merger. ~~pursuing~~The ~~the~~assets ~~completion~~and liabilities of DEP are presented in the ~~October~~consolidated ~~2010~~balance ~~equity~~sheet ~~purchase~~at ~~agreement~~book tovalue. The ~~purchase~~historical ~~100%~~operations presented ofin ~~the~~our ~~issued~~consolidated ~~and~~statements ~~outstanding~~of ~~equity~~operations ~~interests~~are those of ~~Magna~~DEP. On ~~Energy~~December ~~Services~~20, ~~LLC. No~~2007, ~~further~~the ~~consideration~~Company isentered ~~due~~into ~~under~~and closed an Asset Purchase, Settlement and Mutual Release Agreement with the ~~terms~~former Members of ~~the~~DEP ~~agreement~~and effectively disposed of their interest in DEP.

OnIn ~~April~~March 252008, ~~2011,~~ we ~~terminated~~completed our ~~February~~Share ~~2011~~Exchange ~~equity~~with ~~purchase~~GeoAlgae Technologies, ~~agreement~~Inc. to(“GeoAlgae”) ~~purchase~~and ~~100%~~acquired ofGeoAlgae ~~the~~as ~~issued~~a wholly owned subsidiary. GeoAlgae was a recently formed company and ~~outstanding~~its ~~equity~~net ~~interests~~assets at the date of ~~Moody~~acquisition ~~Construction~~were &nil. ~~Sons,~~The ~~Inc~~entire purchase price was allocated to intangible assets which in total constituted a business plan. No ~~further~~The ~~consideration~~intangible isassets ~~due~~were ~~under~~subsequently ~~the~~deemed ~~terms~~to ofbe ~~the~~impaired. ~~agreement~~GeoAlgae is not currently an operating company.

InOn ~~October~~November 14, 2011, ~~the~~we ~~Company~~closed ~~and~~an ~~Lary~~equity ~~Archer~~purchase &agreement with ~~Associates~~El Gas North America, Inc., ~~Archer~~a ~~Equipment~~Washington ~~Rental~~limited liability company (“El Gas NA”), ~~Inc~~under which El Gas NA agreed to sell 100% of the issued and outstanding equity interests of El Gas NA for 2.,5 ~~The~~million ~~Archer~~shares of common stock of the Company and ~~Inc.~~a $100,000 promissory note. El Gas NA is a fully licensed and ~~Archer~~exclusive ~~Testing~~distributor ~~Services,~~of ~~Inc~~El Gas s.,r.o’s ~~each~~natural agas ~~Texas~~volume monitoring ~~corporation~~and ~~(together referred~~correcting toequipment asand ~~“Archer”),~~data ~~terminated~~recorder ~~our~~products ~~April~~in ~~2011~~the ~~equity~~territories ~~purchase~~including ~~agreement~~the toUnited ~~purchase~~States, ~~100%~~Canada, ofMexico and the ~~issued~~Caribbean Islands. El Gas NA was only recently incorporated and ~~outstanding~~its ~~equity~~only ~~interests~~asset ofis ~~Archer~~its exclusive distributer contract to distribute El Gas s.r.o’s ~~There~~natural ~~were~~gas novolume ~~material~~monitoring ~~penalties~~and tocorrecting ~~either~~equipment and data recorder products in territories previously listed. Given this, the Company orhas ~~Archer~~determined inthat ~~connection~~this ~~with~~transaction is not a business combination for accounting purposes and has accounted for the ~~termination~~transaction as the acquisition of an asset, i.e. the exclusive distribution agreement.

On November 14, 2011, we closed an equity purchase agreement (the “Agreement”) with El Gas North America, Inc., a Washington limited liability company (“El Gas NA”), under which El Gas NA agreed to sell 100% of the issued and outstanding equity interests of El Gas NA in exchange for total consideration (the “Purchase Price”) including:9

(i) 2,500,000 shares of our common stock (the “Acquisition Stock”), which were placed into escrow and to be released to El Gas NA upon the full payment of the Acquisition Note (defined below);

(ii) $100,000 in the form of an 8% Promissory Note (“Acquisition Note”), due upon the earlier of (i) our receipt of third-party financing (or, cumulatively, financings) of not less than $5,000,000 or (ii) one year from the date of the Closing (the “Maturity Date”), provided that El Gas NA has generated sufficient revenue during the year to repay the Acquisition Note, or that at such time as sufficient revenue has been made available;

(iii) We agree to reimburse to El Gas NA all reasonable expenses that El Gas NA incurs (“Reimbursable Expenses”) prior to El Gas NA achieving its first month of positive Earnings Before Income, Taxes, Depreciation and Amortization (“EBITDA”), such payment of the Reimbursable Expenses to occur upon the earlier of (a) a third-party financing (or, cumulatively, financings) of not less than $5,000,000, (b) within six months following such time as of which fifty percent (50%) of the monthly EBITDA is sufficient to repay the Reimbursable Expenses or (c) one year from the date of the Closing; and

(iv) At the end of our fiscal year for each of the first two years following the Closing, provided that the Agreement is not at such time terminated or otherwise unwound, our board of directors and the board of directors of El Gas NA shall evaluate the value of the Acquisition Stock, and to the extent that the value of the Acquisition Stock is less than the value of the Acquisition Stock at the Closing (the “Baseline Value”), we shall issue to El Gas NA that amount of additional Acquisition Stock necessary to raise the total value of the Acquisition Stock to not less than its Baseline Value. In no event shall the Acquisition Stock be reduced.

Additionally, under the Agreement, we agreed to provide the principal of El Gas NA with a five-year employment contract to serve as President of El Gas NA at a pay rate of $8,000 per month (“Base Salary”), which shall be payable 50% by us and 50% by El Gas NA until the El Gas NA- generated revenue is sufficient to pay the entire monthly Base Salary (the “Employment Contract”). Additionally, for each full year that the Employment Contract remains effective, we shall extend the term of the employment agreement by an additional year (for up to a maximum of ten years). The Employment Agreement shall provide severance benefits in the event of termination without cause consisting of not less than severance salary of not less one hundred percent (100%) of the Base Salary for the period of the Employment Contract. The Agreement requires the parties to agree upon and enter the Employment Contract within 30 days following the Closing. This Employment Contract has been drafted and is under review by the parties.

The Closing occurred upon the Company’s and El Gas NA’s mutual execution of the Agreement. The Agreement is subject to revocation in the event of material breach of the Agreement by either party including, but not limited to, our failure to repay the Acquisition Note or the Reimbursable Expenses by the Maturity Date under the conditions set forth in the Agreement or failure of the parties agree upon the Employment Contract.

El Gas NA is a fully licensed and exclusive distributor of El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in the territories including the United States, Canada, Mexico and the Caribbean Islands. El Gas s.r.o, licensor of El Gas NA, was founded in 1992 in Pardubice, Czech Republic. Electronic volume correctors facilitate proper natural gas measurement, data recording and billing, and are generally used by gas utility concerns, municipalities, natural gas producers, pipeline operators and some industrial concerns.

Sale of the products in the United States and Canada is subject to El Gas NA receiving UL approval and CSA approval, respectively, which applications are underway and which El Gas NA expects to receive by the close of January 2012. El Gas NA’s licensor, El Gas s.r.o, has APEX approval, the European equivalent required certification, on the products in Europe. El Gas NA’s primary asset is its exclusive distributer contract to distribute El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in territories including the United States, Canada, Mexico and the Caribbean Islands.

Management Changes

On July 18, 2011, the Company confirmed the appointment of Lyle T. Morse to our Board of Directors.

On April 18, 2011, the Company named Laurence Shelver as Chief Executive Officer (CEO) and to our board of directors. In addition, Clayton Shelver was appointed Secretary and Interim Chief Financial Officer of the Company effective April 18, 2011 having previously served as director and Secretary of the Company since his appointment on September 18, 2009. On May 1, 2011, the Company entered into employment agreements with Mr. Laurence Shelver, Mr. Clayton Shelver and Mr. David Otto.

Laurence Shelver – Effective May 1, 2011, we entered into a five-year employment contract with Laurence Shelver pursuant to which Mr. Shelver accepted the position of Chief Executive Officer of the Company at an annual salary of $300,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. On August 1, 2011, Mr. Shelver was granted an option to purchase 1,903,684 shares of our common stock at $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. At September 30, 2011, we owed Mr. Shelver approximately $120,000 in accrued salary.

Clayton Shelver – Effective May 1, 2011, we entered into a five-year employment contract with Clayton Shelver pursuant to which Mr. Shelver accepted the positions of Chief Financial Officer and Treasurer of the Company at an annual salary of $250,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. On August 1, 2011, Mr. Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. At September 30, 2011, we owed Mr. Shelver approximately $99,000 in accrued salary.

David Otto – Effective May 1, 2011, we entered into a five-year employment contract with David Otto pursuant to which Mr. Otto accepted the positions of General Counsel and Vice President of Finance of the Company at an annual salary of $250,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. At September 30, 2011, we owed Mr. Otto approximately $99,000 in accrued salary.

Change in Headquarters

The Company has relocated its corporate headquarters ~~temporarily~~ to ~~13110~~19125 North NECreek ~~177th Place~~Parkway, ~~#169~~Bothell, ~~Woodinville,~~WA ~~Washington 98072~~98011.

Critical Accounting Policies and Recent Accounting Pronouncements

The preparation of financial statements included in this Annual Report on Form 10-K requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation of equity related instruments issued and valuation allowance for deferred income tax assets. Our accounting policies are described in the notes to consolidated financial statements included in this Annual Report on Form 10-K. The more critical accounting policies are as described below.

Income taxes

We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized. The provision for income taxes represents the tax payable for the period and change during the period in net deferred tax assets and liabilities.

We have identified our federal tax return as our “major” tax jurisdiction, as defined. We do not believe any reserves for uncertain income tax positions are required. Our policy for recording interest and penalties associated with uncertain income tax positions is to record such items as a component of interest expense.

Share-Based Payments

We have granted shares of our common stock and stock options and warrants to purchase shares of our common stock to various parties for services and in connection with financing activities. The fair values of shares issued have been based on closing market prices. We use the Black-Scholes option-pricing model as our method of valuation for other share-based awards of options and warrants. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. Our determination of the fair value of share-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of share-based awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Non-cash compensation expense is recognized on a straight-line basis over the applicable vesting periods (deemed to be the requisite service period), based on the fair value of such share-based awards on the grant date.

Liquidity, Going Concern and Capital Resources

As of September 30, ~~2011~~2012, we had a deficit accumulated during the development stage of approximately $2830.21 million and expect to incur additional losses in the future. Our working capital deficit was approximately $35.85 million as of September 30, ~~2011~~2012. We have received an opinion for the fiscal years ended September 30, ~~2011~~ 2012 and ~~2010~~2011 from our independent registered public accounting firm noting ~~the~~there is substantial doubt about our ability to continue as a going concern due to our significant ~~deficit~~recurring ~~accumulated~~operating ~~during~~losses ~~the development stage~~ and negative ~~working~~cash ~~capital~~flows.

We have prepared our consolidated financial statements assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business We have funded our losses primarily through sales of common stock and warrants in private placements and borrowings from related parties and other investors. The further development of our business will require capital. Our current cash levels are not sufficient to enable us to execute our business strategy. We require additional financing to satisfy our near-term working capital requirements. Our operating expenses will also consume a material amount of our cash resources. Company management intends to raise additional debt and equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds, on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment. We are actively seeking to raise additional capital through the sale of shares of our capital stock to institutional investors and through strategic investments, including convertible bridge loans. If management deems necessary, we might also seek additional loans from related parties or others. However, there can be no assurance that we will be able to consummate any of these transactions, or that these transactions will be consummated on a timely basis or on terms favorable to us. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Discussion of Cash Flows

We used cash of approximately $208,000 ~~and $672,000~~ in our operating activities in each of the years ended September 30, ~~2011~~2012 and ~~2010, respectively~~2011. Cash used in operating activities relates primarily to funding net losses, partially offset by share-based payments of consulting fees, director fees, and other expenses and the net change in operating assets and liabilities. We expect to use cash for operating activities in the foreseeable future as we continue our operating activities.

Our investing activities used no cash in the years ended September 30, ~~2011~~2012 and ~~2010, respectively~~2011.

Our financing activities provided cash of approximately $~~213~~207,000 and $~~672~~213,000 in the years ended September 30, ~~2011~~2012 and ~~2010~~2011, respectively. Changes in cash from financing activities are proceeds from advances, stockholder payment of expenses and proceeds from issuance of notes payable.

Our principal sources of funding to-date have been private placements of our common stock and warrants and notes payable. As of the date of this filing, our $100,000 note payable from Sausalito Capital Partners (a shareholder of the Company) which we originally executed in February 2007 is in default. The interest rate on the note payable is 6% per annum. Principal and accrued interest were due at the earlier of November 14, 2008 or within two days of the Company completing a private placement of at least $3.0 million. A warrant to purchase 1 share of our common stock was issued to the investor in connection with the execution of the note. The warrant was granted with an initial exercise price of $27,500 per share, valued at $17,000 and expensed over the life of the note payable as interest expense. The warrant expired in February 2009.

As of the date of this filing, our note payable agreement with Tatum, LLC (“Tatum”) is in default and carries a default interest rate of 13.5% per annum. The note payable was due at the earlier of one year or a financing of at least $1.5 million. At the election of Tatum, the note payable is convertible at any time into shares of our common stock at the lesser of $4,125 per share or the 10 ~~day volume weighted average of the closing bid and ask prices.~~

~~Our~~As ~~note~~of ~~payable~~the ~~agreement~~date ~~with~~of ~~The~~this ~~Martin~~filing, ~~Davis~~our ~~Law~~note ~~Group~~payable ~~(formerly~~agreement ~~The~~with Tatum, ~~Otto~~LLC ~~Law Group~~(“Tatum”), ais ~~related~~in ~~party,~~default inand ~~the~~carries ~~principal~~a ~~amount~~default ofinterest ~~$15,000,~~rate ~~which~~of ~~was~~13.5% ~~due~~per onannum. orThe ~~before~~note ~~January~~payable ~~22,~~was ~~2011,~~due at isthe inearlier ~~default~~of ~~and~~one ~~carries~~year or a ~~default~~financing ~~rate~~ of ~~interest~~at ofleast ~~10%~~$1.5 million.

Our note payable agreement with Otto Capital, LLC, a related party, in the principal amount of $15,000, which was due on or before January 22, 2011, is in default and carries a default rate of interest of 10%.

Our note payable agreement with Grandview Capital, a stockholder, in the principal amount of $15,000, which was due on or before January 22, 2011, is in default and carries a default rate of interest of 10%.

Our note payable agreement with David M. Otto, a former director of the Company, in the principal amount of $20,000, which was due on or before March 23, 2011 is also currently in default and carries a default rate of interest of 10%.

Our December 2010 convertible promissory note payable agreement with Value Corp, Inc., in remaining aggregate principal amount of $10,000, convertible into shares of our common stock at $0.10 per share, was due December 1, 2011 unless previously converted and the default rate of interest is 18%. In December 2012, the conversion rate was adjusted to $0.01 and principal amounting to $10,000 was immediately converted into 1,000,000 shares of our common stock.

Our note payable agreement with Martin Davis, PLLC, in the principal amount of $289,480, which was due on or before December 20, 2011, is in default and bears interest at a default rate of 22% per annum.

Our note payable agreements with Ray Purdon, in remaining aggregate principal amount of $412,000, which were originally due on or before December 20, 2011, are in default and the default rate of interest is 18%.

Our note payable agreement with Mr. Otto, in the principal amount of $7,000 at an interest rate of 8% per annum, which was due on January 7, 2012, is in default and carries a default interest rate of 12%.

Our note payable agreement with Saratoga Capital Partners, LLC, in the principal amount of $3,000, which was due April 15, 2012 is currently in default and carries a default interest rate of 22%.

Our promissory note agreements with Saratoga Capital Partners, LLC, in aggregate principal amount of $15,000, due May 2012, are currently in default, carrying a default rate of interest of 22%.

Our note payable agreement with Mr. Otto, in the principal amount of $7,500, which was due on May 20, 2012, is currently in default and carries a default interest rate of 22%.

Our note payable to Saratoga Capital Partners I, LLC in the amount of $400,000 with a maturity date of September 30, 2012 is currently in default and carries a default interest rate of 12%.

Our note payable to Jack Walkely in an aggregate principal amount of $25,000 was due the earlier of within five (5) days following the Company’s receipt of a capital financing (or cumulative financings) in the amount of $725,000 or June 1, 2012. The default rate of interest is 22%.

Our note payable to Jack Walkely in aggregate principal amount of $25,000 was due the earlier of within five (5) days following the Company’s receipt of a capital financing (or cumulative financings) in the amount of $725,000 or September 13, 2012. The default rate of interest is 22%.

Our July 2011 8% convertible promissory note payable to Martin Davis PLLC (formerly Otto Law Group) in the aggregate principal amount of $63,538 was due September 30, 2012. The default rate of interest is 18%.

Our October 2011 8% Promissory Note payable to Sausalito Capital Partners I, LLC in the amount of $400,000 was due September 30, 2012. The default rate of interest is 12%.

Recent Financing Activities

In ~~September~~July ~~2011~~2012, weaccounts ~~entered~~payable ~~into~~due ato ~~10%~~Martin ~~promissory~~Davis ~~note~~Law ~~with~~Group, PLLC, ~~Saratoga~~a ~~Capital~~related ~~Partners~~party, ~~LLC~~were assigned to Ron Tate and Hailey Hollenbeck, inand ~~the~~we entered into a 12% convertible promissory note in aggregate principal amount of $25,000, ~~due~~convertible ~~upon~~into shares of our common stock at a 35% discount of the volume-weighted average closing sale price per share of the Company’s ~~receipt~~common stock on the OTC:QB or OTC:BB market, for 10 days immediately prior to conversion, at the earlier of a) ~~capital~~following ~~financing~~the (Company’s acquisition of one or ~~cumulative~~more ~~financings)~~currently targeted acquisitions in the natural oil and gas industry or b) October 1, 2012, at the ~~amount~~option of ~~$750~~the holder. The note is due July 23,~~000~~ 2013 unless previously converted. The promissory note was issued together with a warrant to purchase up to ~~833~~250,~~333~~000 shares of our common stock at an exercise price of $0.0310 per share. ~~The warrant expires in three years.~~

9In August 2012, we entered into an 8% convertible promissory note with Value Corp Trading Company in an aggregate principal amount of $759, in settlement of an invoice of the same amount to the same party. The note is convertible into shares of our common stock at a conversion price of $0.01 per share, and is due, if not previously converted at the option of the holder, on November 1, 2012. The default rate of interest is 12%. In December 2012, the conversion rate was adjusted to $0.005 and principal amounting to $759 was immediately converted into 151,800 shares of our common stock.

In ~~September~~August ~~2011~~2012, we entered into a 10% promissory note with ~~Laurence~~Otto Capital, ~~Shelver~~LLC, ~~our CEO and President and a director of the Company~~ in an aggregate principal amount of $75250,~~000,~~ due ~~within~~on ~~five (5) days following the Company’s receipt of a capital financing (~~or ~~cumulative~~before ~~financings)~~August ~~in the amount of $750~~30,~~000~~ 2013. The ~~promissory~~default ~~note~~rate ~~was issued together with a warrant to purchase up to 2,500,000 shares~~ of ~~our~~interest ~~common~~is ~~stock at an exercise price of $0~~20%.~~03 per share. The warrant expires in three years.~~

In ~~October~~August ~~2011~~and September 2012, we entered into two 12% convertible promissory notes with Saratoga Capital Partners, LLC, in ~~the~~aggregate principal amount of $~~151~~50,~~257.02~~000, ~~and~~convertible ~~$79,998.46~~into ~~previously~~shares ~~issued~~of toour common ~~Ray~~stock ~~Purdon~~at ina ~~July~~35% ~~2011~~discount ~~were~~of ~~transferred~~the tovolume-weighted ~~Martin~~average ~~Davis~~closing ~~Law,~~sale ~~PLLC~~price ~~(formerly~~per ~~known~~share asof ~~Otto~~the ~~Law~~Company’s ~~Group~~common stock on the OTC:QB or OTC:BB market, ~~PLLC)~~for ~~and~~10 ~~reissued~~days asimmediately 8%prior ~~convertible~~to ~~promissory~~conversion, ~~notes~~at inthe earlier of a) following the ~~amounts~~Company’s acquisition of ~~$167,717.05~~one ~~and~~or ~~$63,538.43. Along~~more ~~with~~currently ~~the~~targeted ~~new~~acquisitions ~~$167,717.05,~~in 8%the ~~convertible~~natural ~~promissory~~oil ~~note,~~and ~~accounts~~gas ~~payable~~industry toor ~~Martin~~b) ~~Davis~~October ~~Law~~1, ~~PLLC~~2012, inat the ~~amount~~ option of ~~$232,282~~the holder.95 ~~were~~The ~~immediately~~notes ~~transferred~~are asdue ~~payable~~August to14, ~~Sausalito~~2013 ~~Capital~~and ~~Partners~~September I16, ~~LLC~~2013 ~~(“Sausalito”)~~unless inpreviously ~~the~~converted. ~~form~~Each ofpromissory anote ~~new~~was 8%issued together ~~Promissory~~with ~~Note~~a inwarrant ~~the~~to ~~amount~~purchase ofup ~~$400~~to 250,000 ~~with~~shares aof ~~maturity~~our ~~date~~common stock at an exercise price of ~~September~~$0.10 ~~30,~~per ~~2012~~share.

On December 20, 2011, we entered into a 10% promissory note with Jack Walkely in an aggregate principal amount of $25,000, due the earlier of within five (5) days following the Company’s receipt of a capital financing (or cumulative financings) in the amount of $725,000 or June 1, 2012. The default rate of interest is 22%. The promissory note was issued together with a warrant to purchase up to 833,334 shares of our common stock at an exercise price of $0.03 per share. The warrant expires in three years.

Summary

We are dependent on existing cash resources and external sources of financing to meet our working capital needs. Current sources of liquidity are insufficient to provide for budgeted and anticipated working capital requirements. We will therefore be required to seek additional financing to satisfy our working capital requirements. No assurances can be given that such capital will be available to us on acceptable terms, if at all. In addition to equity financing and strategic investments, we may seek additional related party loans. If we are unable to obtain any such additional financing or if such financing cannot be obtained on terms acceptable to us, we may be required to delay or scale back our operations, which would adversely affect our ability to generate future revenues and may force us to curtail or cease our operating activities. These conditions give rise to substantial doubt about our ability to continue as a going concern. Our ability to expand operations and generate additional revenue and our ability to obtain additional funding will determine our ability to continue as a going concern. Our ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

In the years ended September 30, ~~2011~~2012 and ~~2010~~ 2011, we incurred net losses of approximately $21,~~911~~912,000 and $2,~~752~~911,000, respectively.

Revenues and Cost of Sales. We had no revenues or cost of sales in the years ended September 30, 2012 and 2011. We expect revenues and ~~2010~~cost of sales to increase in 2013 as El Gas has begun making product sales.

~~Operating Expenses. Operating expenses increased to $2,688,000 in the year ended September 30, 2011, from $2,118,000 in the year ended September 30, 2010, due primarily to the following:~~12

·Operating ~~Executive~~Expenses. ~~compensation~~Operating ~~increased~~expenses decreased ~~approximately $228,000,~~ to ~~approximately~~ $~~873~~1,667,000 in the ~~current~~ year ~~compared~~ended toSeptember ~~$645~~30,~~000~~ in2012, ~~the~~from ~~prior year. Included are~~ $~~500~~2,688,000 in ~~higher stock based compensation, offset in~~ the ~~current~~ year byended ~~the~~September ~~reversal~~30, ~~of approximately $385~~2011,~~300~~ indue ~~executive~~primarily to ~~compensation recorded in~~ the ~~current year as a revision in estimate.~~following:

· ~~Investor~~Legal ~~relations and management consulting~~ expenses ~~increased~~decreased approximately $~~530~~288,000 from $~~210~~726,000 in the prior year to $~~740~~438,000 in the current year due to prior year acquisition activity.

· WeInvestor ~~recorded~~relations aand management consulting expenses decreased approximately $~~250~~619,000 ~~fee related~~ to ~~the~~$121,000 ~~Harvard~~from ~~Group~~$740,000 ~~International~~ in the ~~current~~prior year ~~for executive search services~~.

· ~~Accounting~~We ~~and~~recorded ~~audit~~a ~~related expenses decreased approximately~~ $~~292~~250,000 infee related to the ~~current~~Harvard ~~year~~Group ~~due~~International toin the prior year ~~efforts~~related to ~~bring~~staffing ~~our filings current with the SEC~~services.

10Interest Expense. Interest expense decreased to $344,000 in the current year from $393,000 in the prior year, due primarily to higher prior year amortization of beneficial conversion features related to convertible liabilities.

~~Interest~~Critical ~~Expense. Interest~~Accounting ~~expense~~Policies ~~decreased~~and ~~from~~Recent ~~$634,000~~Accounting ~~in the prior year to $393,000 in the current year, due primarily to prior year amortization of the beneficial conversion feature related to convertible liabilities.~~Pronouncements

~~Net~~The ~~Gain~~preparation onof ~~Extinguishment~~financial ofstatements ~~Liabilities. In~~included ~~April~~in ~~2011,~~this ~~Saratoga~~Annual Report ~~Capital~~on ~~Partners,~~Form ~~LLC~~10-K ~~(“Saratoga”)~~requires ~~entered~~management ~~into~~to amake ~~Stock~~estimates ~~Sale~~and ~~Agreement~~assumptions (that affect the ~~“Saratoga~~reported ~~Agreement”)~~amounts ~~with~~of ~~David~~assets ~~Coloris,~~and ~~David~~liabilities at ~~Otto~~the ~~and~~date ~~John~~of ~~Sams~~the infinancial ~~connection~~statements ~~with~~and the ~~resignations~~reported amounts of ~~Mr.~~revenues ~~Sams~~ and Mrexpenses during the reporting period. On an ~~Coloris~~on-going ~~from~~basis, ~~their~~management ~~positions~~evaluates asits ~~officers~~estimates ofand ~~the~~judgments. ~~Company~~Management bases its estimates and ~~certain~~judgments ~~investors~~on historical experiences and ~~service~~on ~~providers~~various ofother ~~the~~factors ~~Company~~that ~~who~~are ~~agreed~~believed to ~~transfer~~be ~~their~~reasonable ~~equity~~under ~~and~~the ~~debt~~circumstances, ~~ownership~~the ~~interests~~results inof which form the ~~Company~~basis tofor ~~Saratoga. Under~~making judgments about the ~~terms~~carrying value of ~~the~~assets ~~Saratoga~~and ~~Agreement,~~liabilities Mrthat are not readily apparent from other sources. Actual ~~Sams~~results ~~will~~may ~~receive~~differ nofrom ~~additional~~these ~~payments~~estimates asunder todifferent ~~accrued~~assumptions ~~salary~~or conditions. ~~Accordingly,~~ The ~~the~~more ~~remaining~~significant ~~balance~~accounting estimates inherent in the preparation of ~~Mr.~~our ~~Sams’s~~consolidated ~~accrued~~financial ~~salary~~statements ofinclude ~~approximately~~estimates ~~$210,000~~as ~~was~~to ~~written~~the ~~off~~valuation of equity related instruments issued and ~~recorded~~valuation asallowance afor ~~gain~~deferred onincome ~~extinguishment~~tax ofassets. Our ~~liabilities~~accounting inpolicies are described in the notes to consolidated ~~statement~~financial ofstatements ~~operations~~included ~~during~~in ~~the~~this ~~year~~Annual ~~ended~~Report ~~September~~on ~~30,~~Form ~~2011~~10-K. inThe ~~connection~~more ~~with~~critical ~~the~~accounting ~~Saratoga~~policies are ~~Agreement~~as described below.

InExclusive ~~July~~Distribution 2011, we also recognized a total loss of $40,000 on extinguishment of liabilities on conversion of convertible notes payable to common stock at a lower conversion price than the market price of our common stock on the date of conversion.Agreement

In November 2011, the Company acquired the exclusive distribution rights to El Gas NA’s exclusive distributer contract to distribute El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in territories including the United States, Canada, Mexico and the Caribbean Islands. The term of the Exclusive Distribution Agreement is through December 31, 2013, with automatic, annual renewals unless cancelled by either party upon three month notice prior to the end of each term. The Company has estimated the useful life of the agreement to be five years. The Company has not begun amortizing the exclusive distribution agreement because product sales have not yet commenced. Product sales have commenced the first fiscal quarter of 2013. The Company expects that amortization expense will approximate $35,000 in each of the fiscal years 2013, 2014, 2015, 2016 and 2017, respectively.

Impairment of Long-Lived Assets

We review long-lived assets, including inventory and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Income taxes

Share-Based Payments

We have granted shares of our common stock and stock options and warrants to purchase shares of our common stock to various parties for services and in connection with financing activities. The fair values of shares issued have been based on closing market prices. We use the Black-Scholes option-pricing model as our method of valuation for other share-based awards. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. Our determination of the fair value of share-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of share-based awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Non-cash compensation expense is recognized on a straight-line basis over the applicable vesting periods (deemed to be the requisite service period), based on the fair value of such share-based awards on the grant date.

ITEM 8.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

GeoBio Energy, Inc.

Woodinville, Washington

We have audited the accompanying consolidated balance sheets of GeoBio Energy, Inc. and Subsidiaries (a development stage company) ("the Company"), as of September 30, 2012 ~~2011~~ and ~~2010~~2011, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and for the period from November 1, 2004, (date of inception) through September 30, ~~2011~~2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GeoBio Energy, Inc., and Subsidiaries (a development stage company) as of September 30, ~~2011~~2012 and ~~2010~~2011, and the results of their operations and their cash flows for the years then ended, and for the period from November 1, 2004 (date of inception) through September 30, ~~2011~~2012, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a deficit accumulated during the development stage of approximately $2830.21 million and a working capital deficit of approximately $35.85 million as of September 30, ~~2011~~2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

January 1315, ~~2012~~2013

1115

GEOBIO ENERGY, INC. ~~AND SUBSIDIARIES~~

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	September 30,			September 30,
	2011			2010
	2012			2011
	(in thousands, except share and per share amounts)
ASSETS
Current Assets
Cash	$	54		$	-5
Prepaid expenses		6-			~~100~~6
Total current assets		114			~~100~~11
Total assets	$	11		$	100
Exclusive distribution agreement		175			-
Total assets	$	179		$	11
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	1,~~221~~639		$	1,~~506~~221
Accrued payroll		~~597~~1,443			~~535~~597
Convertible notes payable, net of discount of $2 and $0, respectively		36			78
Convertible and non-convertible notes payable to non-related parties, net of discount of $38 and $2, respectively		214			36
Convertible notes payable to related parties		1,143			-
Convertible notes payable to related parties, net of discount of $54 and $0, respectively		945			1,143
Notes payable to related parties, net of discount of $48 and $0, respectively		533			157
Notes payable to related parties, net of discount of $33 and $48, respectively		1,077			533
Advances		~~262~~145			~~252~~262
Total current liabilities		35,~~792~~463			23,~~528~~792
Commitments and contingencies
Stockholders' Equity (Deficit)
Preferred stock and additional paid-in capital, $0.001 par value: 100,000,000 shares authorized; 30,000,000 shares designated as Series A at both September 30, 2011 and September 30, 2010; 20,775,000 and 27,500,000 issued and outstanding at September 30, 2011 and September 30, 2010, respectively		83			110
Preferred stock and additional paid-in capital, $0.001 par value: 100,000,000 shares authorized; 30,000,000 shares designated as Series A at both September 30, 2012 and 2011; 17,775,000 and 20,775,000 issued and outstanding at September 30, 2012 and 2011, respectively		71			83
Common stock and additional paid-in capital, $0.001 par value:1,000,000,000 shares authorized; 13,451,240 and 2,304,420 issued and outstanding at September 30, 2011 and September 30, 2010, respectively		24,309			22,724
Common stock and additional paid-in capital, $0.001 par value:1,000,000,000 shares authorized; 54,928,235 and 13,451,240 issued and outstanding at September 30, 2012 and 2011, respectively		24,730			24,309
Deficit accumulated during the development stage		(2830,~~173~~085	)		(2528,~~262~~173	)
Total stockholders' equity (deficit)		(35,~~781~~284	)		(23,~~428~~781	)
Total liabilities and stockholders' equity (deficit)	$	11179		$	~~100~~11

See ~~notes~~Notes to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements

1216

GEOBIO ENERGY, INC. ~~AND SUBSIDIARIES~~

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

								From Inception (November 1, 2004) Through
								From Inception
		For the year ended September 30,						September 30,
		For the years ended September 30,						(November 1, 2004) Through September 30,
		2011			2010			2011
		2012			2011			2012
	~~(in thousands, except share and per share amounts)~~	(in thousands, except share and per share amounts)
Sales		$	-		$	-		$	12
Cost of sales			-			-			54
Gross profit (loss)			-			-			(42	)
Operating Expenses
Selling and marketing			-			-			193
Research and development			-			-			103
General and administrative			21,~~688~~667			2,~~118~~688			2426,~~634~~301
Depreciation and amortization			-			-			185
Impairment			-			-			1,585
Total operating expenses			21,~~688~~667			2,~~118~~688			2628,~~700~~367
Loss from operations			(21,~~688~~667	)		(2,~~118~~688	)		(2628,~~742~~409	)
Interest expense			(~~393~~344	)		(~~634~~393	)		(1,~~601~~945	)
Net gain on extinguishment of liabilities			~~170~~99			-170			~~170~~269
Net loss		$	(21,~~911~~912	)	$	(2,~~752~~911	)	$	(2830,~~173~~085	)
Net loss per common share - basic and diluted		$	(0.3607	)	$	(20.8036	)
Shares used in computing net loss per share - basic and diluted			827,~~090~~900,~~547~~470			~~981~~8,~~740~~090,547

See ~~notes~~Notes to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements

1317

GEOBIO ENERGY, INC. ~~AND SUBSIDIARIES~~

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ ' EQUITY (DEFICIT)

	Preferred Stock and Additional Paid-In Capital						Common Stock and Additional Paid-In Capital					Deficit Accumulated During Development ~~Stage~~
	Shares			Amount			Shares			Amount		Stage			Total
	(in thousands, except share and per share amounts)
At inception November 1, 2004		-		$	-			364		$	-	$	-		$	-
Sale of common stock at $0.50 per pre-split share		-			-			14			-		-			-
Net loss		-			-			-			-		(1	)		(1	)
Balance December 31, 2004		-			-			378			-		(1	)		(1	)
Sale of common stock at $0.50 per pre-split share		-			-			14			-		-			-
Net loss		-			-			-			-		(51	)		(51	)
Balance December 31, 2005		-			-			392			-		(52	)		(52	)
Sale of common stock at $0.50 per pre-split share		-			-			3			-		-			-
Return and cancellation of common stock in exchange for two former subsidiaries		-			-			(30	)		-		-			-
Common stock share from reverse split		-			-			1			-		-			-
Issuance of common stock upon conversion of note payable		-			-			273			507		-			507
Common stock issued to former Member of Domestic Energy Partners LLC (DEP)																-
Common stock issued to former Member of Domestic Energy Partners LLC (DEP) contributed to DEP in exchange for cash and property		-			-			955			291		-			291
contributed to DEP in exchange for cash and property		-			-			955			291		-			291
Issuance of common stock in merger		-			-			3,955			-		-			-
Net loss		-			-			-			-		(422	)		(422	)
Balance September 30, 2006		-			-			5,549			798		(474	)		324
Issuance of common stock warrants and related repricing per agreement		-			-			-			48		-			48
Discount for beneficial conversion feature		-			-			-			14		-			14
Sale of units in private placement, net		-			-			69			679		-			679
Issuance of units in exchange for goods and services		-			-			13			135		-			135
Issuance of warrants for consulting services and director compensation		-			-			-			576		-			576
Net loss		-			-			-			-		(2,367	)		(2,367	)
Balance September 30, 2007		-			-			5,631			2,250		(2,841	)		(591	)
Issuance of common stock on conversion of note payable		-			-			8			220		-			220
Common stock received from DEP in exchange for property and liabilities		-			-			(2,592	)		-		-			-
Issuance of common stock and warrants to consultants for services		-			-			3,223			15,821		-			15,821
Issuance of common stock for extension of due-date for note payable		-			-			23			75		-			75
Issuance of common stock to an employee for amounts owed		-			-			37			60		-			60
Issuance of common stock to a former note holder in settlement of a dispute		-			-			82			135		-			135
Issuance of common stock for acquisition of GeoAlgae Technology Inc.		-			-			1,069			1,469		-			1469
Issuance of warrants to officer		-			-			-			130		-			130
Net loss		-			-			-			-		(18,481	)		(18,481	)
Balance September 30, 2008		-			-			7,481			20,160		(21,322	)		(1,162	)
Issuance of common stock and warrants to consultant for services		-			-			182			53		-			53
Beneficial conversion feature of convertible debt		-			-			-			733		-			733
Stockholder payment of expenses on behalf of the Company		-			-			-			24		-			24
Issuance of preferred stock in settlement of accounts payable		5,000,000			20			-			-		-			20
Issuance of common stock on conversion of convertible liabilities		-			-			254,946			199		-			199
Issuance of common stock pursuant to cashless exercise of warrant		-			-			819			-		-			-
Net loss		-			-			-			-		(1,188	)		(1,188	)
Balance September 30, 2009		5,000,000			20			263,428			21,169		(22,510	)		(1,321	)
Issuance of common stock on conversion of convertible liabilities		-			-			114,546			118		-			118
Issuance of preferred stock to officer and consultant for services		22,500,000			90			-			-		-			90
Issuance of common stock to board member and consultant for services		-			-			113,637			62		-			62
Issuance of common stock upon conversion of notes payable		-			-			1,812,809			801					801
Stockholder contributions and payment of expenses on behalf of the Company		-			-			-			401		-			401
Beneficial conversion feature of convertible liabilities		-			-			-			173		-			173
Net loss		-			-			-			-		(2,752	)		(2,752	)
Balance September 30, 2010		27,500,000			110			2,304,420			22,724		(25,262	)		(2,428	)
Issuance of common stock on conversion of convertible liabilities		-			-			2,081,820			118		-			118
Beneficial conversion feature of convertible liabilities		-			-			-			162		-			162
Conversion of preferred stock to common stock		(6,725,000	)		(27	)		6,725,000			27		-			-
Stockholder contributions and payment of expenses on behalf of the Company		-			-			-			68		-			68
Issuance of common stock in connection with termination of Collins acq. agreement		-			-			200,000			30		-			30
Issuance of common stock for forebearance related to advances payable		-			-			140,000			77		-			77
Options and warrants issued for services		-			-			-			115		-			115
Warrants issued in connection with notes payable		-			-			-			48		-			48
Issuance of common stock to officer and consultant for services		-			-			2,000,000			940		-			940
Net loss		-			-			-			-		(2,911	)		(2,911	)
Balance September 30, 2011		20,775,000		$	83			13,451,240		$	24,309	$	(28,173	)	$	(3,781	)
Conversion of preferred stock to common stock		(3,000,000	)		(12	)		3,000,000			12					-
Common stock issued in connection with acquisition of exclusive distribution agreement								2,500,000			75					75
Additional shares of common stock issued in connection with El Gas purchase agreement								2,500,000			5					5
Common stock and warrants issued for services								50,000			41					41
Warrants issued in connection with notes payable											12					12
Issuance of common stock upon conversion of notes payable and accrued interest								30,299,919			190					190
Issuance of common stock in settlement of liabilities								3,127,076			7					7
Beneficial conversion feature of convertible liabilities											79					79
Net loss													(1,912	)		(1,912	)
Balance September 30, 2012		17,775,000		$	71			54,928,235		$	24,730	$	(30,085	)	$	(5,284	)

See ~~notes~~Notes to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements

1418

GEOBIO ENERGY, INC. ~~AND SUBSIDIARIES~~

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended September 30, 2011			For the Year Ended September 30, 2010			From Inception (November 1, 2004) through September 30, 2011
							From Inception
							(November 1,
							2004) through
	For the Years Ended September 30,						September 30,
	2012			2011			2012
	(in thousands)
Cash Flows From Operating Activities
Net loss	$	(21,~~911~~912	)	$	(2,~~752~~911	)	$	(2830,~~173~~085	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		-			-			193
Amortization of debt discount		~~156~~45			~~581~~156			1,~~140~~185
Non-cash stock-based compensation for consulting, director fees and other expenses		~~1,085~~46			~~152~~1,085			18,~~050~~096
Issuance of note payable as consideration for executive search services and expenses		~~325~~11			-325			~~325~~336
Non-cash expense for bad debt reserve and write-down of inventory		-			-			59
Loss of assets due to fire		-			-			50
Non-cash extension or forebearance fee on note or advances payable		77-			-77			152
Impairment of assets		-			-			1,585
Change in value of embedded fair value derivative liabilities		-			-			-
Net gain on extinguishment of liabilities		(99	)		(170	)		(269	)
Net gain on extinguishment of liabilities		(170	)		-			(170	)
Changes in operating assets and liabilities, excluding assets and liabilities from acquisitions and dispositions:
Accounts receivable		-			-			(5	)
Inventory		-			-			(79	)
Prepaid expenses		~~100~~6			(100	)		-6
Employee advances		-			-			(6	)
Deposits		-			-			(6	)
Accounts payable and accrued expenses and accrued payroll		1,~~130~~695			1,~~447~~130			46,~~380~~075
Net cash used in operating activities		(208	)		(~~672~~208	)		(2,~~505~~713	)
Cash Flows From Investing Activities
Purchases of property and equipment		-			-			(477	)
Net cash used in investing activities		-			-			(477	)
Cash Flows From Financing Activities
Advances for company expenses		-17			~~224~~-			~~542~~559
Repayment of advances		~~(13~~-	)		(5413	)		(67	)
Stockholder contributions and payment of expenses on behalf of the Company		68-			~~401~~68			493
Borrowings on notes payable		~~158~~190			50158			~~713~~903
Proceeds from sale of units in private placement		-			-			755
Borrowings on related party notes		-			51-			551
Net cash provided by financing activities		~~213~~207			~~672~~213			23,~~987~~194
Net Change In Cash		5(1	)		-5			54
Cash, beginning of period		-5			-			-
Cash, end of period	$	54		$	-5		$	54
Supplemental Disclosure:
Cash paid for interest	$	-3		$	-		$	-3
Cash paid for income taxes	$	-		$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of common stock for Exclusive Distribution Agreement	$	75		$	-		$	75
Issuance of note payable for Exclusive Distribution Agreement	$	100		$	-		$	100
Conversion of advances payable to note payable	$	148		$	-		$	148
Conversion of advances payable to related party to accounts payable	$	-		$	-		$	23
Common and preferred shares issued on conversion of liabilities	$	118		$	919		$	1,526
Common and preferred shares issued on conversion or settlement of liabilities	$	197		$	65		$	1,723
Conversion of accounts payable to notes payable	$	~~1,120~~308		$	451,120		$	12,~~727~~035
Debt discount related to warrants issued with debt or beneficial conversion feature of convertible liabilities	$	~~210~~91		$	~~173~~162		$	1,~~116~~207
Contribution of airplane and other assets by related party	$	-		$	-		$	139
Conversion of contributions of cash and airplane by related party to common stock	$	-		$	-		$	291
Accrued financing fees for private placement	$	-		$	-		$	(76	)
Issuance of warrants as financing fee on private placement	$	-		$	-		$	(66	)
Contribution of inventory and assets in exchange for units	$	-		$	-		$	47
Non-cash adjustment of assets and liabilities due to disposition:
Disposition of inventory	$	-		$	-		$	36
Disposition of advances	$	-		$	-		$	6
Disposition of deposits	$	-		$	-		$	6
Disposition of property and equipment	$	-		$	-		$	409
Settlement of payroll obligations	$	-		$	-		$	(261	)
Settlement of related party payable and interest payable	$	-		$	-		$	(80	)
Issuance of common stock for note and advances payable extension or forebearance fee	$	~~(77~~-	)	$	-(77	)	$	(152	)

See ~~notes~~Notes to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements

1519

GEOBIO ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business and Going Concern

AsOn ~~further~~November ~~discussed~~14, in2011, ~~Note~~we 7closed an equity purchase agreement with El Gas North America, ~~Stockholders’~~Inc., ~~Equity~~a Washington limited liability company (~~Deficit~~“El Gas NA”), onunder ~~December~~which 1,El ~~2010,~~Gas weNA ~~effected~~agreed to asell ~~decrease~~100% of ~~our~~the issued and outstanding equity interests of El Gas NA for 2.5 million shares of common stock, inof the ~~form~~Company and of a ~~reverse stock-split~~$100,000 onpromissory note. El Gas NA is a ~~one-for-five~~fully ~~thousand,~~licensed ~~five~~and ~~hundred~~exclusive ~~basis~~distributor ~~(1:5,500)~~of ~~(the~~El ~~“Reverse~~Gas ~~Stock-Split”)~~s. ~~The~~r.o’s ~~Reverse~~natural ~~Stock-Split~~gas ~~was~~volume monitoring ~~approved~~and incorrecting ~~September~~equipment ~~2010~~and bydata ~~the~~recorder ~~consent~~products ofin athe ~~majority~~territories ofincluding the ~~voting~~United ~~capital~~States, ~~stock~~Canada, ofMexico and the ~~Company~~Caribbean Islands. ~~All~~ ~~share~~El Gas NA was only recently incorporated and ~~per~~its ~~share~~only ~~amounts~~asset ~~included~~is its exclusive distributer contract to distribute El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in territories previously listed. Given this, the ~~consolidated~~Company ~~financial~~has ~~statements~~determined ~~have~~that ~~been~~this ~~adjusted~~transaction ~~retroactively~~is tonot ~~reflect~~a business combination for accounting purposes and has accounted for the ~~effects~~transaction as the acquisition of an asset, i.e. the ~~Reverse~~exclusive ~~Stock-Split~~distribution agreement. See further discussion on the accounting in Note 2.

Acquisitions in Process

On February 28, 2011, we terminated our Stock Purchase Agreement with Collins Construction, Inc. (“Collins”), dated March 30, 2010, previously amended on June 1, 2010, July 14, 2010, September 9, 2010 and on November 30, 2010 (the “Collins Stock Purchase Agreement”), for the purchase of 100% of the issued and outstanding capital stock of Collins. We have obtained a refund of a $50,000 down payment and in February 2011, we issued 200,000 shares of our common stock to the parties pursuant to the terms of the agreement as amended in connection with its termination. No further consideration is due under the terms of the agreement.

As of the date of this filing, the parties have jointly stopped pursuing the completion of the October 2010 equity purchase agreement to purchase 100% of the issued and outstanding equity interests of Magna Energy Services, LLC. No further consideration is due under the terms of the agreement.

On April, 25, 2011, we terminated our February 2011 equity purchase agreement to purchase 100% of the issued and outstanding equity interests of Moody Construction & Sons, Inc. No further consideration is due under the terms of the agreement.

(i) 2,500,000 shares of our common stock (the “Acquisition Stock”), which were placed into escrow and to be released to El Gas NA upon the full payment of the Acquisition Note (defined below);

Additionally, under the Agreement, we agreed to provide the principal of El Gas NA with a five-year employment contract to serve as President of El Gas NA at a pay rate of $8,000 per month (“Base Salary”), which shall be payable 50% by us and 50% by El Gas NA until the El Gas NA- generated revenue is sufficient to pay the entire monthly Base Salary (the “Employment Contract”). The principal of El Gas NA is also the Director of Saratoga Capital, LLC. Additionally, for each full year that the Employment Contract remains effective, we shall extend the term of the employment agreement by an additional year (for up to a maximum of ten years). The Employment Agreement shall provide severance benefits in the event of termination without cause consisting of not less than severance salary of not less one hundred percent (100%) of the Base Salary for the period of the Employment Contract. The Agreement requires the parties to agree upon and enter the Employment Contract within 30 days following the Closing. This Employment Contract has been drafted and is under review by the parties.

Minimal other assets were acquired and minimal liabilities are being assumed. Management of the Company is still determining the accounting for this transaction as appropriate information is still being obtained.

Going Concern

The consolidated financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. However, we are considered to be in the development stage in accordance with the Financial Accounting Standards Board (“FASB”) authoritative literature regarding accounting and reporting by development stage enterprises.

We have funded our losses primarily through sales of common stock and warrants in private placements and borrowings from related parties and other investors. The further development of our business will require capital. Our current cash levels are not sufficient to enable us to execute our business strategy. We require additional financing to satisfy our near-term working capital requirements. Our operating expenses will also consume a material amount of our cash resources. Company management intends to raise additional debt and equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds, on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment. We are actively seeking to raise additional capital through the sale of shares of our capital stock to institutional investors and through strategic investments, including convertible bridge loans. If management deems necessary, we might also seek additional loans from related parties or others. However, there can be no assurance that we will be able to consummate any of these transactions, or that these transactions will be consummated on a timely basis or on terms favorable to us. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Note 2. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, DEP (through the date of disposition in December 2007), GeoAlgae and ~~GeoAlgae,~~El Gas NA, and all intercompany balances and transactions have been eliminated.

Use of Estimates

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

~~Income~~Impairment ~~taxes~~of Long-Lived Assets

We ~~account~~review ~~for~~long-lived ~~income~~assets, ~~taxes~~including ~~using~~inventory ~~an asset~~ and ~~liability~~intangible assets, ~~method~~for ~~which~~impairment ~~requires~~whenever ~~recognition~~events ofor ~~deferred~~changes ~~tax~~in ~~assets~~circumstances ~~and~~indicate ~~liabilities~~that ~~for~~ the ~~expected~~carrying ~~future~~amount ~~tax consequences~~ of ~~events~~an ~~that~~asset ~~have~~may ~~been~~not ~~included~~be ~~in the financial statements or tax returns~~recoverable. ~~Under~~ Recoverability ~~this~~of ~~method,~~assets ~~deferred~~to ~~income~~be ~~taxes~~held ~~are~~and ~~recognized~~used ~~for~~is ~~the~~measured ~~tax~~by ~~consequences~~a incomparison ~~future years~~ of ~~differences between~~ the ~~tax~~carrying ~~bases~~amount of ~~assets~~an ~~and~~asset ~~liabilities~~to ~~and~~future ~~their~~net ~~financial~~cash flows ~~reporting~~expected ~~amounts~~to atbe ~~each~~generated ~~period~~by ~~end~~the ~~based~~asset. If onsuch ~~enacted~~assets ~~tax~~are ~~laws~~considered ~~and~~to ~~statutory~~be ~~tax~~impaired, ~~rates~~the ~~applicable~~impairment to ~~the~~be ~~periods~~recognized is inmeasured ~~which~~by the ~~differences~~amount ~~are~~by ~~expected~~which tothe ~~affect~~carrying ~~taxable~~amount ~~income. Valuation~~of ~~allowances~~the ~~are~~assets ~~established,~~exceeds ~~when~~the ~~necessary,~~fair tovalue ~~reduce~~of ~~deferred~~the ~~tax~~ assets. Assets to ~~amounts expected to~~ be ~~realized. The~~disposed of ~~provision~~are ~~for~~reported ~~income~~at ~~taxes represents~~ the ~~tax~~lower ~~payable~~of ~~for~~ the ~~period~~carrying ~~and~~amount ~~change~~or ~~during~~fair ~~the~~value ~~period~~less incost ~~net~~to ~~deferred tax assets and liabilities~~sell.

18Exclusive Distribution Agreement

WeAs ~~have~~discussed ~~identified~~in ~~our~~Note ~~federal~~1, ~~tax~~in ~~return~~November 2011, asthe ~~our~~Company ~~“major”~~acquired ~~tax~~the ~~jurisdiction~~exclusive distribution rights to El Gas NA’s exclusive distributer contract to distribute El Gas s.r.o’s natural gas volume monitoring and correcting equipment and data recorder products in territories including the United States, asCanada, ~~defined~~Mexico and the Caribbean Islands. ~~Tax~~ ~~years~~The ~~from~~term ~~2004~~of tothe ~~2011~~Exclusive ~~are~~Distribution Agreement ~~subject~~is through December 31, 2013, with automatic, annual renewals unless cancelled by either party upon three month notice prior to ~~audit~~the end of each term. We doThe ~~not~~Company ~~believe~~has ~~any~~estimated ~~reserves~~the ~~for~~useful ~~uncertain~~life ~~income~~of ~~tax~~the ~~positions~~agreement ~~are~~to ~~required~~be five years. ~~Our~~ ~~policy~~The Company ~~for~~issued ~~recording~~2,500,000 ~~interest~~shares of its restricted common stock to acquire the exclusive distribution rights and ~~penalties~~an ~~associated~~8% promissory note with ~~uncertain~~original ~~income~~principal ~~tax~~value ~~positions~~of is$100,000. toThe ~~record~~distribution ~~such~~rights ~~items~~were asrecorded at the fair value of the promissory note of $100,000 plus the market value of the Company’s common stock on November 14, 2011 (closing date of the agreement) of $0.03 per share or $75,000, for a ~~component~~total of ~~interest~~$175,000. The Company has not begun amortizing the exclusive distribution agreement because product sales have not yet commenced. Product sales have commenced the first fiscal quarter of 2013. The Company expects that amortization expense will approximate $35,000 in each of the fiscal years 2013, 2014, 2015, 2016 and 2017, respectively.

~~Fair Value of Financial Instruments~~21

Our financial instruments consist of cash, accounts payable and accrued expenses, convertible notes payable, notes payable to related parties, notes payable and advances. We consider fair value to be an exit price representing the amount that would be received upon the sale of an asset or the transfer of a liability. The fair value of financial instruments other than notes payable to related parties approximate the recorded value based on the short-term nature of these financial instruments. The fair value of notes payable to related parties is presently undeterminable due to the related party nature of the obligations.

Debt Discounts

Debt discounts are being amortized through periodic charges to interest expense over the maximum term of the related financial instrument using the effective interest method. Total amortization of debt discounts amounted to approximately $~~156~~45,000, $~~581~~156,000 and $1,~~140~~185,000 during the years ended September 30, ~~2011~~2012 and ~~2010~~ 2011 and the period from inception to September 30, ~~2011~~2012, respectively.

Income Taxes

We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized. The provision for income taxes represents the tax payable for the period and change during the period in net deferred tax assets and liabilities.

We have identified our federal tax return as our “major” tax jurisdiction, as defined. Tax years from 2004 to 2012 are subject to audit. We do not believe any reserves for uncertain income tax positions are required. Our policy for recording interest and penalties associated with uncertain income tax positions is to record such items as a component of interest expense.

Share-Based Payments

We have granted shares of our common stock and stock options and warrants to purchase shares of our common stock to various parties for services and in connection with financing activities. ~~Shares of common stock issued for services are recorded based on the market value of our common stock.~~ We use the Black-Scholes option-pricing model as our method of valuation for share-based awards ~~of options and warrants~~. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. Our determination of the fair value of share-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of share-based awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Non-cash compensation expense is recognized on a straight-line basis over the applicable vesting periods (deemed to be the requisite service period), based on the fair value of such share-based awards on the grant date.

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and accrued expenses, advances and notes payable approximate their fair value because of the short-term nature of these instruments.

Note 3. Loss Per Share

Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share excludes the effect of common stock equivalents (convertible preferred stock, stock options, convertible debentures and warrants) since such inclusion in the computation would be anti-dilutive.

The following numbers of common shares have been excluded (as of September 30), in thousands:

	2012		2011

Series A Preferred Stock		17,775		20,775
Convertible debentures		108,754		4,100
Warrants		7,542		3,603
Options		3,807		3,807
Total		137,878		32,285

	2011		2010
Series A Preferred Stock		20,775		27,500
Convertible debentures		4,100		-
Warrants		3,603		-
Options		3,807		-
Total		32,285		27,500

In March 2008, we entered into a note payable with Tatum, LLC (“Tatum”) in settlement of approximately $28,000 then owed to Tatum for employment related consulting services previously recorded in accounts payable. The note payable is convertible at any time into shares of our common stock at the lesser of $4,125 per share or the 10-day volume weighted average of the closing bid and ask prices of our common stock. We have stated the amount in the table above at a conversion price of $4,125 per share.

The shares potentially issuable under our convertible promissory note in aggregate principal amount of $63,538 with Otto Law Group, a related party, are not included in the table above as the number of shares issuable on conversion is not determinable as of the date of this filing. The note is convertible into shares of our common stock at a conversion rate to be mutually agreed upon by the holder and the Company on the date the holder elects to convert.

The shares potentially issuable under our convertible promissory notes with Ray Purdon are not included in the table above as the number of shares issuable on conversion is not determinable as of the date of this filing. The notes are convertible into shares of our common stock at a conversion rate to be mutually agreed upon by the holder and the Company on the date the holder elects to convert.

~~See~~In ~~further~~May ~~discussion~~2012, ~~regarding~~we ~~notes~~entered ~~payable~~into a 12% convertible promissory note with Gregory Qualls in an aggregate principal amount of $25,000, due the earlier of the Company’s acquisition of one or more currently targeted asset acquisitions in the oil and gas services industry or October 1, 2012 if not previously converted at ~~Note~~the option 5of the holder into shares of the Company’s common stock at a price per share equal to a 35% discount to the volume-weighted average closing per share price of the Company’s common stock on the OTC:QB or OTC:BB market for the 10 trading days immediately prior to either the maturity date or the conversion date, as applicable. We have stated the amount in the table above at a conversion price of $0.0016 per share.

In June 2012, we entered into a 12% convertible promissory note with Ronald Tate in an aggregate principal amount of $50,000, due the earlier of the Company’s acquisition of one or more currently targeted asset acquisitions in the oil and gas services industry or October 1, 2012 if not previously converted at the option of the holder into shares of the Company’s common stock at a price per share equal to a 35% discount to the volume-weighted average closing per share price of the Company’s common stock on the OTC:QB or OTC:BB market for the 10 trading days immediately prior to either the maturity date or the conversion date, as applicable. We have stated the amount in the table above at a conversion price of $0.0016 per share.

In July 2012, we entered into a 12% convertible promissory note with Ron Tate and Hailey Hollenbeck in aggregate principal amount of $25,000, convertible into shares of our common stock at a 35% discount of the volume-weighted average closing sale price per share of the Company’s common stock on the OTC:QB or OTC:BB market, for 10 days immediately prior to conversion, at the earlier of a) following the Company’s acquisition of one or more currently targeted acquisitions in the natural oil and gas industry or b) October 1, 2012, at the option of the holder. We have stated the amount in the table above at a conversion price of $0.0016 per share.

In August and September 2012, we entered into two 12% convertible promissory notes with Saratoga Capital Partners, LLC, in aggregate principal amount of $50,000, convertible into shares of our common stock at a 35% discount of the volume-weighted average closing sale price per share of the Company’s common stock on the OTC:QB or OTC:BB market, for 10 days immediately prior to conversion, at the earlier of a) following the Company’s acquisition of one or more currently targeted acquisitions in the natural oil and gas industry or b) October 1, 2012, at the option of the holder. We have stated the amount in the table above at a conversion price of $0.0016 per share.

Note 4. Saratoga Capital Partners

In April 2011, Saratoga Capital Partners, LLC (“Saratoga”) entered into a Stock Sale Agreement with David Coloris, David Otto and John Sams in connection with the resignations of Mr. Sams and Mr. Coloris from their positions as officers of the Company and certain investors and service providers of the Company who agreed to transfer their equity and debt ownership interests (“Transferred Interests”) in the Company to Saratoga. ~~Saratoga is a significant shareholder of the Company and David Otto, a related party to the Company, is the Managing Director.~~

The Transferred Interests included the following:

10% Convertible note payable due to CKNS Capital Group, LLC, due 7/12/11	$	50
10% Convertible note payable due to Silvestri, due 7/12/11		25
8% Convertible note payable due to Fisher, due 2/25/12		25
8% Convertible note payable due to Whitcomb, due 3/3/12		50
8% note payable due to Harvard Group International, due 5/1/12		250
		400
	$	400

Under the agreement, the Transferred Interests were combined into a single 8% convertible note payable due to Saratoga, due June 1, 2012 unless earlier converted by the holder. The note may be converted into shares of our common stock at a conversion rate of $0.10. The default rate of interest is 12%.

In addition, in connection with the Stock Sale Agreement (the “~~Saratoga~~ Agreement”), certain investors agreed to transfer their existing common stock ownership interests in the Company to Saratoga. Under the terms of the ~~Saratoga~~ Agreement, an aggregate of 3,000,000 shares were transferred to Saratoga. Under the terms of the ~~Saratoga Agreement~~ agreement, Mr. Sams will receive no additional payments as to accrued salary. Accordingly, the remaining balance of Mr. Sams’s accrued salary of approximately $210,000 was written off and recorded as a gain on extinguishment of liabilities in the consolidated statements ~~statement~~ of operations ~~during~~for the year ended September 30, ~~2011~~2012 in connection with the ~~Saratoga~~ Agreement.

2024

Note 5. Notes Payable

At September 30, ~~2011~~2012 and ~~2010~~September 30, 2011, notes payable were comprised of the following (in thousands):

	September 30,		September 30,
	2011		2010
	2012		2011
10% Convertible note payable due to CKNS Capital Group, LLC, due 7/12/11	$	-	$	50
Convertible note payable due to Tatum, 13.5% per annum, in default	$	28	$	28
Convertible note payable due to Tatum, 13.5% per annum, in default		28		28
18% Convertible note payable to ValueCorp, Inc., $0.10 conversion price, in default, net of discount of $0 and $2, respectively		10		8
10% Convertible note payable to ValueCorp, Inc., due 12/1/11, net of discount of $2 and $0, respectively		8		-
8% Convertible note payable to James Rodgers, $0.01 conversion price, due 3/1/13		108		-
12% Convertible note payable to Gregory Qualls, $0.10 conversion price, due 10/1/12, net of discount of $8 and $0, respectively		17		-
8% Convertible note payable to Value Corp, Inc., $0.01 conversion price, due 11/1/12		1		-
22% Note payable to Jack Walkley, in default		25		-
22% Note payable to Jack Walkley, in default		25		-
Related Party Convertible Notes
12% Convertible note payable to Ray Purdon, in default		86		-
18% Convertible note payable to Ray Purdon, in default		86		86
12% Convertible note payable to Ray Purdon, in default		80		-
18% Convertible note payable to Ray Purdon, in default		-		80
12% Convertible note payable to Ray Purdon, in default		53		-
18% Convertible note payable to Ray Purdon, in default		53		53
12% Convertible note payable to Ray Purdon, in default		348		-
18% Convertible note payable to Ray Purdon, in default		248		348
12% Convertible note payable to Ray Purdon, in default		151		-
18% Convertible note payable to Ray Purdon, in default		-		151
12% Convertible note payable to Ray Purdon, in default		25		-
18% Convertible note payable to Ray Purdon, in default		25		25
8% Convertible Promissory note payable to Saratoga Capital Partners, LLC,
12% Convertible Promissory note payable to Saratoga Capital Partners, LLC, $0.10 conversion price, in default		400		400
due 6/1/12		400		-
18% Convertible note payable to Otto Law Group, in default		63		-
12% Convertible note payable to Saratoga Capital Partners, LLC, due 8/14/13, net of discount of $11 and $0, respectively		13		-
12% Convertible note payable to Saratoga Capital Partners, LLC, due 9/16/13, net of discount of $13 and $0, respectively		12		-
12% Convertible note payable to Ron Tate, due 6/13/13, net of discount of $19 and $0, respectively		31		-
12% Convertible note payable to Ron Tate and Hailey Hollenbeck, due 7/23/13, net of discount of $11 and $0, respectively		14		-
Related Party Promissory Notes
6% Note payable to Baer (formerly Sausalito), in default		106		106
18% Promissory note payable to Grandview Capital, in default		15		15
18% Promissory note payable to Otto Capital, LLC, in default		15		15
18% Promissory note payable to David M. Otto, in default		20		20
18% Promissory note payable to Otto Capital, LLC, in default		1		1
8% Promissory note payable to David M. Otto, due 1/7/12		7		-
20% Promissory note payable to David M. Otto, in default		7		7
10% Promissory note payable to Otto Capital, LLC, due 11/29/11		2		-
22% Promissory note payable to Otto Capital, LLC, in default		2		2
10% Promissory note payable to Martin Davis Law Group, PLLC, due 12/22/11		289		-
22% Promissory note payable to Martin Davis Law Group, PLLC, in default		289		289
10% Promissory note payable to Otto Capital, LLC, due 4/15/12		3		-
22% Promissory note payable to Saratoga Capital Partners, LLC, in default		3		3
10% Promissory note payable to Otto Capital, LLC, due 5/3/12		10		-
22% Promissory note payable to Saratoga Capital Partners, LLC, in default		10		10
10% Promissory note payable to Otto Capital, LLC, due 5/12/12		5		-
22% Promissory note payable to Saratoga Capital Partners, LLC, in default		5		5
10% note payable to Saratoga Capital Partners, LLC, net of discount of $15 and $0, respectively		10		-
10% note payable to Saratoga Capital Partners, LLC, net of discount of $10 and $15, respectively		15		10
10% Promissory note payable to David M. Otto, due 5/20/12		8		-
22% Promissory note payable to David M. Otto, in default		8		8
10% Promissory note payable to Laurence Shelver, net of discount of $33 and $0, respectively		42		-
10% Promissory note payable to Laurence Shelver, net of discount of $22 and $33, respectively		53		42
	$	1,712	$	235
10% Promissory note payable to Laurence Shelver, net of discount of $1 and $0, respectively		10		-
8% Note payable to Mark Cangany (El Gas purchase agreement, see Note 1)		100		-
20% Note payable to Sausalito Capital Partners I, LLC, in default		400		-
10% Note payable to Otto Capital, LLC		4		-
10% Note payable to Otto Capital, LLC		4		-
10% Note payable to Otto Capital, LLC		4		-
8% Note payable to Peter Cangany, due 12/4/12		3		-
10% note payable to Otto Capital, due 8/15/13		3		-
	$	2,236	$	1,712

~~Tatum Convertible Note Payable~~25

AsNotes ~~of the date of these consolidated financial statements, our note~~ payable ~~agreement~~above ~~with~~not ~~Tatum,~~noted ~~LLC~~as ~~(“Tatum”) is~~ in default ~~and~~or ~~carries~~without a ~~default~~stated maturity ~~interest~~date ~~rate~~are ~~of 13.5% per annum. The note payable was~~ due atwhen ~~the~~specified ~~earlier~~amount of ~~one year or a~~ financing ~~of at least $1.5 million and carried an interest rate of 10% compounded annually. At the election of Tatum, the note payable~~ is ~~convertible~~raised atby ~~any time into shares of our common stock at~~ the ~~lesser~~Company ofand ~~$4,125~~thus ~~per~~do ~~share~~not orhave ~~the~~fixed ~~10 day volume weighted average of the closing bid and ask prices~~maturity.

Other Convertible Notes Payable

In December 2010, accounts payable due to Otto Law Group, a related party, were assigned to Value Corp, Inc., and we entered into a convertible promissory note in aggregate principal amount of $50,000, convertible into shares of our common stock at $0.10 per share, bearing interest at 10% per annum from the interest accrual date of the notes, which were dated December 1, 2010. The notes are due December 1, 2011 unless previously converted and the default rate of interest is 18%. The intrinsic value (the market value of the stock less the conversion price multiplied by the number of shares to be issued upon conversion) of the conversion feature was well in excess of the principal balance of the liability. However, the amount of the beneficial conversion feature to be recorded is limited to the principal amount of the liability, and thus, the beneficial conversion feature recorded was $50,000. During the first quarter of fiscal 2011, principal amounting to $40,000 was converted into 400,000 shares of our common stock, leaving a remaining principal balance of $10,000. During the year ended September 30, 2011, we recorded amortization of the beneficial conversion feature of $47,500 as interest expense.

In January 2011, we entered into a promissory note with Timothy Silvestri, in the principal amount of $25,000 at an interest rate of 8% per annum, due on or before July 12, 2011. The default rate of interest is 12%. This note was cancelled in connection with the Saratoga transaction further described in Note 4.

In February 2011, we entered into a convertible promissory note with Michael Fisher, in the principal amount of $25,000, convertible into shares of our common stock at $0.10 per share or the price of the next financing, if it occurred within 120 days of the note, which was dated February 25, 2011, bearing interest at 8% per annum. The note was due February 25, 2012 unless previously converted and the default rate of interest is 12%. A beneficial conversion feature was recorded in the amount of $12,500. During the year ended September 30, 2011, we fully amortized the $12,500 as interest expense as this note was cancelled due to the Saratoga transaction as described in Note 4.

In March 2011, we entered into a convertible promissory note with Kenneth Whitcomb, in the principal amount of $50,000, convertible into shares of our common stock at $0.10 per share or the price of the next financing, if it occurred within 120 days of the note, which was dated March 3, 2011, bearing interest at 8% per annum. The note was due March 3, 2012 unless previously converted and the default rate of interest is 12%. A beneficial conversion feature was recorded in the amount of $25,000. During the year ended September 30, 2011, we fully amortized the $25,000 as interest expense as this note was cancelled due to the Saratoga transaction as described in Note 4.

In May 2011, we entered into an 8% promissory note with Harvard Group International in the principal amount of $250,000, with a maturity date of May 1, 2012, in exchange for executive search consulting services previously performed. The default rate of interest is 12%. The note was transferred in connection with the Saratoga transaction as described in Note 4.

Related Party Promissory Notes

Our $100,000 note payable to Sausalito Capital Partners (a shareholder of the Company) which we originally executed in February 2007 is in default. The interest rate on the note payable is 6% per annum. Principal and accrued interest were due at the earlier of November 14, 2008 or within two days of the Company completing a private placement of at least $3.0 million. A warrant to purchase one (1) share of our common stock was issued to the investor in connection with the execution of the note. The warrant was granted with an initial exercise price of $27,500 per share, valued at $17,000 and expensed over the life of the note payable as interest expense. The warrant expired in February 2009.

On December 22, 2010, accounts payable in the aggregate amount of $1,045,093 due to Otto Law Group, a related party, were converted into two promissory notes, each due on or before December 22, 2011. The first note, in the principal amount of $289,480, bears interest at a rate of 10% per annum. The default rate of interest is 22%. The first note was assigned to Martin Davis Law Group, PLLC (formerly The Otto Law Group). The second note, in the principal amount of $755,613, bears interest at a rate of 12% per annum and is convertible into shares of our common stock at a conversion rate to be mutually agreed upon by the holder and the Company on the date the holder elects to convert. The default rate of interest is 18%. The Martin Davis Law Group, PLLC transferred the rights to the second note agreement in the amount of $755,613 to Ray Purdon (Managing Director of Grandview Capital, a stockholder of the Company) in May 2011. In July 2011, the convertible promissory note due Mr. Purdon in the amount of $755,613 was split into six promissory agreements, with the terms unchanged from the original note, in the aggregate principal amount of $755,613. In July 2011, an aggregate of $12,000 of the convertible notes payable outstanding to Mr. Purdon was assigned to unrelated parties, who then presented the debt to the Company for the purposes of cancelling the debt in exchange for the purchase of 1,500,000 shares of our common stock and we recognized a total loss of $40,000 on extinguishment of liabilities on conversion of convertible notes payable to common stock at a lower conversion price than the market price of our common stock on the date of conversion. This loss is included in net gain on extinguishment of liabilities in the consolidated statement of operations for the year ended September 30, 2011.

In September 2011, we entered into a 10% promissory note with Laurence Shelver, our CEO and President and a director of the Company in an aggregate principal amount of $75,000, due within five (5) days following the Company’s receipt of a capital financing (or cumulative financings) in the amount of $750,000. The promissory note was issued together with a warrant to purchase up to 2,500,000 shares of our common stock at an exercise price of $0.03 per share. The value of the warrants was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions: stock price of $0.02, volatility of 192%, expected term of 3 years, risk free rate of 0.68% and dividend yield of 0.0%. The value of the warrants of approximately $33,000 was recorded as a discount to the note payable and will be amortized to interest expense over the term of the note payable. The warrant expires in three years.

In September 2011, we entered into a 10% promissory note with Saratoga Capital Partners, LLC (“Saratoga”), in the principal amount of $25,000, due upon the Company’s receipt of a capital financing (or cumulative financings) in the amount of $750,000. The promissory note was issued together with a warrant to purchase up to 833,333 shares of our common stock at an exercise price of $0.03 per share. The value of the warrant was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions: stock price of $0.02, volatility of 192%, expected term of 3 years, risk free rate of 0.75% and dividend yield of 0.0%. The value of the warrant of approximately $15,000 was recorded as a discount to the note payable and will be amortized to interest expense over the term of the note payable. The warrant expires in three years.

As discussed in Note 4, in April 2011, under the Saratoga Agreement, the Transferred Interests were combined into a single 8% convertible note payable due to Saratoga, in the principal amount of $400,000, due June 1, 2012 unless earlier converted by the holder. The note may be converted into shares of our common stock at a conversion rate of $0.10. The default rate of interest is 12%.

CKNS Capital Group, LLC Convertible Bridge Loan

In May 2010, we entered into an agreement with CKNS Capital Group, LLC, pursuant to which CKNS Capital Group, LLC purchased two units, at a purchase price of $25,000 per unit, each consisting of (i) a six-month 10% convertible debenture in the principal amount of $25,000 convertible into the principal securities sold in our next capital financing (the “Principal Securities”) defined as a capital financing as not less than $14 million (“Capital Financing”). In January 2011, the CKNS Bridge Loan agreement was amended and the instrument was replaced with a 10% convertible promissory note with a conversion price of $0.10 per share. A beneficial conversion feature was recorded in the amount of $50,000. During the year ended September 30, 2011, we recorded $50,000 in amortization as interest expense as this note was cancelled due to the Saratoga transaction as described in Note 4.

Note 6. Related Party Transactions

~~Also~~Martin ~~see~~Davis ~~Note~~PLLC ~~5, Related~~and ~~Party~~David ~~Promissory Notes for related party notes payable~~M. Otto

David M. Otto, the managing partner at Martin Davis PLLC and the former managing partner of The Otto Law Group, PLLC, is a stockholder of the Company and ~~David~~our Mcurrent Vice President of Finance. We recorded ~~Otto~~approximately $438,000 and $678,000 in legal fees to Martin Davis PLLC for the years ended September 30, 2012 and 2011, respectively, and $3,150,000 in legal fees to Martin Davis PLLC for the period from inception to September 30, 2012 as general and administrative expenses.

~~David~~In M.October ~~Otto~~2011, a12% ~~principal~~convertible atnotes ~~The~~in ~~Martin~~the ~~Davis~~amount ~~Law~~of ~~Group~~$151,257 and ~~(formerly~~$79,998 ~~The~~previously ~~Otto~~issued ~~Law~~to ~~Group),~~Ray isPurdon ain ~~stockholder~~July of2011 ~~the~~were ~~Company,~~transferred ato ~~former~~Martin ~~director~~Davis PLLC and ~~our~~reissued ~~current~~as ~~Vice~~8% ~~President~~convertible ofpromissory notes ~~Finance. We~~in ~~recorded~~the ~~approximately~~amounts of $~~678~~167,~~000~~717 and $~~901~~63,~~000~~538. inAlong ~~legal~~with ~~fees~~the tonew ~~The~~$167,717, ~~Martin~~8% ~~Davis~~convertible ~~Law~~promissory ~~Group~~note, ~~for~~due ~~the~~September ~~years~~1, ~~ended~~2012, accounts ~~September~~payable ~~30,~~to ~~2011~~Martin ~~and~~Davis ~~2010,~~PLLC ~~respectively,~~in ~~and~~the amount of $2232,~~713,000~~283 inwere ~~legal~~immediately ~~fees~~transferred as payable to Sausalito Capital Partners I, LLC (“Sausalito”) in the ~~Martin~~form ~~Davis~~of ~~Law~~a ~~Group~~new ~~for~~8% Promissory Note in the ~~period~~amount ~~from~~of ~~inception~~$400,000 towith ~~September~~a maturity date of September 30, ~~2011~~2012. asNo ~~general~~gain ~~and~~or ~~administrative~~loss ~~expenses~~was recognized on this transaction.

23On December 13, 2010, Mr. Otto converted 400,000 shares of Series A Preferred stock to 400,000 shares of our common stock on a 1:1 basis. On January 12, 2011, David M. Otto converted 400,000 shares of Series A Preferred Stock in exchange for 400,000 shares of common stock issued to Mr. Otto. Also on January 12, 2011, Mr. Otto assigned a total of 450,000 shares of Series A Preferred Stock to unrelated parties, which was immediately converted into 450,000 shares of our common stock. On February 1, 2011, Mr. Otto assigned a total of 750,000 shares of Series A Preferred Stock to unrelated parties, which was immediately converted into 750,000 shares of common stock of the company. On May 4, 2011, Mr. Otto assigned a total of 3,685,000 shares of Series A Preferred Stock to unrelated parties, which was immediately converted into 3,685,000 shares of our common stock.

OnAs ~~January~~of ~~25,~~September ~~2010~~30, we2012 ~~issued~~and 102011, approximately $524,000 and $393,000, ~~shares~~respectively, ofin ~~our~~fees ~~Series A Preferred stock~~ to ~~Mr.~~Martin ~~Otto~~Davis, ~~for management consulting services valued at $40~~PLLC,~~000. The~~ ~~value~~were ~~assigned~~unpaid toand ~~these~~were ~~shares~~included ~~was~~in ~~recorded~~accounts topayable ~~general~~ and ~~administrative~~accrued ~~expense~~expenses ~~during~~ in the ~~year~~accompanying ~~ended~~consolidated ~~September~~balance ~~30, 2010~~sheets.

In October 2010, accounts payable due to Martin Davis Law Group were assigned to another party and we entered into convertible promissory notes in aggregate principal amount of $25,000. These promissory notes were converted in October 2010 into 181,820 shares at their stated conversion rate of $0.14.

On December 13, 2010, Mr. Otto converted 400,000 shares of Series A Preferred stock to 400,000 shares of our common stock on a 1:1 basis. On January 12, 2011, David M. Otto converted 400,000 shares of Series A Preferred Stock in exchange for 400,000 shares of common stock issued to Mr. Otto. Also on January 12, 2011, Mr. Otto assigned a total of 450,000 shares of Series A Preferred Stock to unrelated parties, which was immediately converted into 450,000 shares of our common stock.

On February 1, 2011, Mr. Otto assigned a total of 750,000 shares of Series A Preferred Stock to unrelated parties, which was immediately converted into 750,000 shares of common stock of the company. On May 4, 2011, Mr. Otto assigned a total of 3,685,000 shares of Series A Preferred Stock to unrelated parties, which was immediately converted into 3,685,000 shares of our common stock.

In December 2010, accounts payable due to Otto Law Group were assigned to a company owned by a stockholder of the Company and we entered into convertible promissory notes in principal amount of $50,000. In December 2010, $40,000 in principal amount of the convertible promissory note was converted into 400,000 shares of common stock at the stated conversion rate of $0.10.

During the year ended September 30, 2010, approximately $118,000 of accounts payable due to Otto Law Group, a related party, were assigned to certain other parties and was converted into 114,546 shares of our common stock.

As of September 30, 2011 and 2010, approximately $393,000 and $877,000, respectively, in fees to The Martin Davis Law Group were unpaid. See Subsequent events – Note 10.

Lance Miyatovich

On ~~January~~October 258, 2010, weMr. ~~issued~~Miyatovich ~~12,500,000~~submitted ~~shares~~his ofresignation from our ~~Series~~board Aof ~~Preferred~~directors ~~stock~~and toresigned ~~Lance~~as ~~Miyatovich, our former~~ President and Chief Executive Officer, ~~for~~having ~~executive~~previously ~~consulting~~served ~~services~~in ~~valued~~those atcapacities since ~~$50~~his appointment on September 23,~~000~~ 2009. ~~The~~At ~~value~~both ~~assigned~~September to30, ~~these~~2012 ~~shares~~and September 30, 2011, we owed Mr. Miyatovich approximately $200,000 in accrued salary, which was ~~recorded~~included toin ~~general~~accounts payable and ~~administrative~~accrued ~~expense~~expenses ~~during~~in the ~~year~~consolidated ~~ended~~balance ~~September 30, 2010~~sheets.

On ~~October~~January 812, ~~2010~~2011, Mr. Miyatovich ~~submitted~~converted 400,000 ~~his~~shares ~~resignation~~of ~~from~~Series ~~our~~A ~~board~~Preferred Stock in exchange for 400,000 shares of ~~directors~~common ~~and~~stock ~~resigned~~issued asto ~~President~~Mr. Miyatovich, and ~~Chief~~on ~~Executive~~February 2, ~~Officer~~2011, ~~having~~Mr. ~~previously~~Miyatovich ~~served~~assigned ina ~~those~~total ~~capacities~~of ~~since~~100,000 ~~his~~shares ~~appointment~~of onSeries ~~September~~A ~~23,~~Preferred ~~2009. At~~Stock ~~September~~to 30an unrelated party, ~~2011~~which ~~and~~was ~~2010~~immediately converted into 100,000 weshares ~~owed~~of our common stock. On May 4, 2011, Mr. Miyatovich ~~approximately~~assigned ~~$200~~a total of 540,000 ~~and~~shares ~~$205~~of Series A Preferred Stock to an unrelated party, which was immediately converted into 540,000 shares of our common stock. In October 2011, Mr. ~~respectively~~Miyatovich assigned a total of 100,000 inshares ~~accrued~~of ~~salary~~Series A Preferred Stock to an unrelated party, which was ~~included~~immediately inconverted into ~~accounts~~100,000 ~~payable~~shares ~~and~~of ~~accrued~~our ~~expenses~~common instock. ~~the~~In ~~consolidated~~December ~~balance~~2011, ~~sheet~~Mr. Miyatovich assigned a total of 2,900,000 shares of Series A Preferred Stock to an unrelated party, which was immediately converted into 2,900,000 shares of our common stock.

On January 12, 2011, Mr. Miyatovich converted 400,000 shares of Series A Preferred Stock in exchange for 400,000 shares of common stock issued to Mr. Miyatovich, and on February 2, 2011, Mr. Miyatovich assigned a total of 100,000 shares of Series A Preferred Stock to an unrelated party, which was immediately converted into 100,000 shares of our common stock. On May 4, 2011, Mr. Miyatovich assigned a total of 540,000 shares of Series A Preferred Stock to an unrelated party, which was immediately converted into 540,000 shares of our common stock.

Clayton Shelver

In January 25, 2010, we entered into a 12-month consulting services contract with Clayton Shelver, our current Chief Financial Officer (then a member of our board of directors and Secretary of the Company), and in July 2010, we issued 4,546 fully paid, vested and non-assessable shares of our common stock to Mr. Shelver as payment under the consulting services contract. The value of the shares of $2,500 was recorded to general and administrative expense in July 2010. Also see “Employment Agreements – Clayton Shelver”, below.

Related Party and Other Advances

AsIn ofMarch ~~September 30~~2012, ~~2011~~advances ~~and~~due ~~2010,~~to ~~advances~~James ~~and~~Rodgers, together with accrued interest, ~~totaled~~were ~~approximately~~reissued ~~$262,000~~as ~~and~~8% convertible note payable in the amount of $~~252~~148,~~000~~280.48, ~~respectively~~due March 1, 2013. ~~All~~The ofnote ~~these~~is ~~advances~~convertible into ~~bear~~shares ~~interest~~of our common stock at 8%$0.01 per ~~annum~~share. Of ~~these~~The ~~advances~~default rate of interest is 12%. In January 2011, ~~related~~we ~~party~~issued ~~advances~~140,000 ~~and~~shares of ~~accrued~~our ~~interest~~common ~~totaled~~stock for forbearance of these advances payable totaling approximately $81140,000. ~~and~~The value of the shares of $7477,000, based ~~respectively~~on atthe ~~September~~closing ~~30,~~price ~~2011~~of ~~and~~our ~~2010~~common stock of $0.55 on the date of issuance was recorded to interest expense during the second quarter of 2011.

In the prior year, we received an aggregate of approximately $174,000 from certain other parties in the form of advances and which are also included in Advances in the accompanying consolidated balance sheet, together with accrued interest of approximately $15,000 and $4,000, respectively, at September 30, 2011 and 2010. In January 2011, we issued 140,000 shares of our common stock for forbearance of certain of these advances payable totaling approximately $140,000. The value of the shares of $77,000 based on the closing price of our common stock of $0.55 on the date of issuance was recorded to interest expense during the second quarter of 2011. In the year ended September 30, 2011, we paid $13,000 against these advances and related accrued interest.26

As of September 30, 2012 and 2011, advances and accrued interest totaled approximately $145,000 and $262,000, respectively. All of these related party advances bear interest at 8% per annum. Of these advances, related party advances and accrued interest totaled approximately $103,000 and $81,000, respectively, at September 30, 2012 and 2011.

We intend to repay the advances.

Employment Agreements

On April 18, 2011, the Company named Laurence Shelver as Chief Executive Officer (CEO) and to our board of directors. In addition, Clayton Shelver was appointed Secretary and Interim Chief Financial Officer of the Company effective April 18, 2011. ~~having~~On ~~previously~~May ~~served~~1, as2011, athe ~~director~~Company ~~and~~entered asinto ~~Secretary~~employment ofagreements ~~the~~with Mr. ~~Company~~Laurence ~~since~~Shelver, ~~his~~Mr. ~~appointment~~Clayton onShelver ~~September~~and ~~18,~~Mr. ~~2009~~David Otto. Amounts owed to these executives are as follows:

Laurence Shelver – ~~Effective~~ May 1, 2011, we entered into a five-year employment contract with Laurence Shelver pursuant to which Mr. Shelver accepted the position of Chief Executive Officer of the Company at an annual salary of $300,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. On August 1, 2011, Mr. Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. At August 1, 2011(issuance), the Black-Scholes assumptions utilized were as follows: stock price of $0.03, volatility of 192%, risk-free rate of 2.06%, expected life of 1 year, dividend yield of 0.0%. We recorded general and administrative expense during the year ended September 30, ~~2011~~2012 ~~for~~and ~~the full value of the options of $40,000 as the options were fully vested at issuance. At~~ September 30, 2011 ~~and 2010~~, we owed Mr. Shelver approximately $~~120~~420,000 and $0120,000, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance ~~sheet~~sheets.

Clayton Shelver – ~~Effective~~ May 1, 2011, we entered into a five-year employment contract with Clayton Shelver pursuant to which Mr. Shelver accepted the positions of Chief Financial Officer and Treasurer of the Company at an annual salary of $250,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. On August 1, 2011, Mr. Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. At August 1, 2011(issuance), the Black-Scholes assumptions utilized were as follows: stock price of $0.03, volatility of 192%, risk-free rate of 2.06%, expected life of 1 year, dividend yield of 0.0%. We recorded general and administrative expense during the year ended September 30, ~~2011~~2012 ~~for~~and ~~the full value of the options of $40,000 as the options were fully vested at issuance. At~~ September 30, 2011 ~~and 2010~~, we owed Mr. Shelver approximately $99349,000 and $099,000, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance ~~sheet~~sheets.

25David Otto –At September 30, 2012 and September 30, 2011, we owed Mr. Otto approximately $349,000 and $99,000, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheets.

David Otto – Effective May 1, 2011, we entered into a five-year employment contract with David Otto pursuant to which Mr. Otto accepted the positions of General Counsel and Vice President of Finance of the Company at an annual salary of $250,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. At September 30, 2011 and 2010, we owed Mr. Otto approximately $99,000 and $0, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

On October 8, 2010, John L. Sams and David M. Coloris were appointed to our board of directors. Also on October 8, 2010, Mr. Sams was appointed as President and Chief Executive Officer, Joseph J. Titus was appointed as Chief Operating Officer and Douglas Daniel was appointed as Senior V.P. of Corporate Development and Finance. Effective April 16, 2011, Mr. Sams resigned as President and Chief Executive Officer. Also on April 16, 2011, Mr. Sams and Mr. Coloris submitted their resignations from their positions as members of our board of directors.

John Sams – On March 31, 2010, we entered into an employment letter with John Sams pursuant to which Mr. Sams accepted the position of Chief Executive Officer of the Company at an annual salary of $300,000, commencing on the effective date of March 31, 2010. Mr. Sams resigned on April 16, 2011. In connection with the Saratoga transaction further described at Note 4, Mr. Sams settled all claims under his employment contract. At September 30, 2011 and 2010, we owed Mr. Sams approximately $0 and $91,800, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Joseph Titus –On March 31, 2010, we entered into an employment letter with Joseph Titus pursuant to which Mr. Titus accepted the position of Chief Operating Officer of the Company upon closing of the transactions relating to the acquisition of companies in the natural gas and oil industries, at an annual salary of $225,000, which commences on the effective date of March 31, 2010. No acquisition transactions closed during Mr. Titus’s engagement with the Company, and no formal employment agreement between the parties was completed before Mr. Titus terminated his relationship with the Company in April 2011, and as a result we consider further payment under this contract to be remote. At September 30, 2011 and 2010, we owed Mr. Titus approximately $0 and $76,800, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Douglas Daniel – On March 31, 2010, we entered into an employment letter with Douglas Daniel pursuant to which Mr. Daniel accepted the position of Senior Vice President Corporate Development of the Company at an annual salary of $225,000, commencing on the effective date of March 31, 2010. No acquisition transactions closed during Mr. Daniel’s engagement with the Company, and no formal employment agreement between the parties was completed before Mr. Daniel terminated his relationship with the Company in April 2011, and as a result we consider further payment under this contract to be remote. At September 30, 2011 and 2010, we owed Mr. Daniel approximately $0 and $83,500, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Related Party Common Stock Issuances

In December 2010, we issued 1,000,000 shares of our common stock to each of John Sams and David Coloris for executive consulting services valued at $940,000 based on the closing price of our common stock on the date of grant and the expense was recorded to general and administrative expense in the year ended September 30, 2011 as the shares were fully vested as of ~~the~~that ~~issuance~~ date and not forfeitable. In April 2011, in connection with the Saratoga transaction further described at Note 4, these shares were transferred to Saratoga.

On December 31, 2008, accounts payable due to Otto Law Group, a related party, were assigned to certain other related parties, and we entered into convertible promissory notes in aggregate principal amount of $160,000. During the three months ended March 31, 2010, all of these notes were converted to 290,910 shares of our common stock at their stated conversion price of $0.55 per share.

On December 31, 2008, accounts payable due to Otto Law Group, a related party, were assigned to certain other related parties, and we entered into convertible promissory notes in aggregate principal amount of $324,000. During the three months ended June 30, 2010, an aggregate of $212,000 of these convertible notes were converted into approximately 770,909 shares of our common stock at their stated conversion price of $0.28 per share.

On December 31, 2008, accounts payable due to Otto Law Group, a related party, were assigned to certain other related parties, and we entered into convertible promissory notes in aggregate principal amount of $324,000. In July 2010, an aggregate of approximately $101,500 of these convertible notes were converted into approximately 369,091 shares of our common stock at their stated conversion rate.

On July 23, 2009, accounts payable due to Otto Law Group, a related party, were assigned to a stockholder of the Company, and we entered into a convertible promissory note in aggregate principal amount of $50,000. In August 2010, this convertible note was converted into 181,819 shares of our common stock at its stated conversion rate.

On September 20, 2010, accounts payable due to Otto Law Group, a related party, were assigned to a stockholder of the Company, and we entered into a convertible promissory note in aggregate principal amount of $55,000. The intrinsic value (the market value of the stock less the conversion price multiplied by the number of shares to be issued upon conversion) of the conversion feature was well in excess of the principal balance of the liability. However, the amount of the beneficial conversion feature to be recorded is limited to the principal amount of the liability, and thus, the beneficial conversion feature recorded related to the convertible liability of $55,000 was recorded as interest expense in the year ended September 30, 2010. On September 29, 2010, the note was converted to 200,000 shares of our common stock at its stated conversion price of $0.28 per share.

Note 7. Stockholders’ Equity (Deficit)

Preferred Stock

OnWe ~~June~~have 910, ~~2009~~000,000 weshares ~~amended~~of our ~~articles~~preferred stock ofdesignated ~~incorporation~~as toSeries ~~increase~~A ~~the~~Convertible ~~number~~Preferred ofStock, ~~authorized~~par ~~shares~~value of ~~preferred~~$0.001 ~~stock~~per ~~from~~share. 5The remaining 20,000,000 shares of nopreferred stock ~~par~~are ~~value~~undesignated. ~~preferred~~The ~~stock~~holders of the Series A Convertible Preferred Stock are entitled to ~~100~~1,000~~,000. On~~ ~~January~~votes ~~20,~~per ~~2010,~~one we(1) ~~amended~~share of ~~our~~stock ~~articles~~held. ofThe ~~incorporation~~Series toA ~~increase~~Convertible Preferred Stock is convertible at the ~~number~~stockholder’s ofoption ~~authorized~~into shares of ~~common~~our common stock ~~from~~on ~~5,000,000,000~~the tobasis ~~25,000,000,000,~~of ~~and~~1:1. weHolders ~~increased~~of the ~~number~~Series A Convertible Preferred Stock have liquidation preference over holders of ~~shares~~common stock in the event of ~~preferred~~liquidation, ~~stock~~dissolution ~~which~~or ~~are~~winding ~~designated~~up. asSee ~~Series~~Note A6 ~~Preferred~~for ~~from~~discussion ~~10,000,000~~of topreferred stock activity for the years ended September 30,~~000,000~~ 2012 and 2011.

The preferred stock is a “blank check” class in that the rights of such stock would be established at the time of its issuance.

On June 9, 2009, 10,000,000 shares of our preferred stock were designated as Series A Convertible Preferred Stock, par value of $0.001 per share. The holders of the Series A Convertible Preferred Stock are entitled to 1,000 votes per one (1) share of stock held. The Series A Convertible Preferred Stock is convertible at the stockholder’s option into shares of our common stock on the basis of 1:1. Holders of the Series A Convertible Preferred Stock have liquidation preference over holders of common stock in the event of liquidation, dissolution or winding up.

As disclosed in Note 6, Related Parties, on January 25, 2010, we issued 10,000,000 shares of our Series A Preferred stock to David M. Otto, a former director, for management consulting services valued at $40,000, and 12,500,000 shares of our Series A Preferred stock to Lance Miyatovich, our former President and Chief Executive Officer for executive consulting services valued at $50,000. The value assigned to these shares was recorded to general and administrative expense during the year ended September 30, 2010.

On December 13, 2010, Mr. Otto converted 400,000 shares of Series A Preferred stock to 400,000 shares of our common stock on a 1:1 basis.

In January 2011 and February 2011, an aggregate of 1,250,000 and 850,000 shares of Series A Preferred stock were converted to 1,250,000 and 850,000 shares of our common stock, respectively, on a 1:1 basis. In May 2011, an aggregate of 4,225,000 shares of Series A Preferred stock were converted to 4,225,000 shares of our common stock on a 1:1 basis.

Common Stock

On March 31, 2009, we amended our articles of incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 500,000,000 shares. Then, on June 9, 2009, we further amended our articles of incorporation to increase the number of authorized shares of common stock from 500,000,000 to 5,000,000,000. On January 20, 2010, we further amended our articles of incorporation to increase the number of authorized shares of common stock from 5,000,000,000 to 25,000,000,000. On December 1, 2010, we effected an amendment to our Articles of Incorporation (the “Articles”) to decrease the authorized common stock by 24 billion shares of common stock for a resulting aggregate total of 1 billion authorized shares of common stock (the “Amendment to the Articles”).

Common Stock Reverse Split

On December 1, 2010, we effected a decrease of our issued and outstanding common stock, in the form of a reverse stock-split, on a one-for-five thousand, five hundred basis (1:5,500) (the “Reverse Stock-Split”).

Both the Reverse Stock-Split and the Amendment to the Articles were approved in September 2010 by the consent of a majority of the voting capital stock of the Company.

AsAll ~~discussed in Note 1, all~~ share and per share amounts included in the consolidated financial statements have been adjusted retroactively to reflect the effects of the Reverse Stock Split.

Common Stock Issuances — On In ~~December~~October 312010, ~~2008,~~ accounts payable due to Otto Law Group, a related party, were assigned to ~~certain~~another ~~other~~party ~~related parties,~~ and we entered into convertible promissory notes in aggregate principal amount of $~~160~~25,000. ~~During~~ ~~January~~These ~~and~~promissory ~~February 2010, all of these~~ notes were converted toin ~~290,910~~October ~~shares~~2010 ofinto ~~our~~181,820 shares ~~common stock~~ at their stated conversion ~~price~~rate of $0.~~55 per share~~14.

OnIn December 312010, ~~2008,~~ accounts payable due to Otto Law Group, a related party, were assigned to ~~certain~~a ~~other~~company ~~related~~owned ~~parties~~by a stockholder of the Company (Value Corp., Inc.) and we entered into convertible promissory notes in ~~aggregate~~ principal amount of $~~324~~50,000. ~~During~~ ~~April,~~In ~~May~~December ~~and June~~ 2010, ~~an aggregate of~~ $~~212~~40,000 ofin ~~these~~principal amount of the convertible ~~notes~~promissory ~~were~~note was converted into ~~approximately 770~~400,~~910~~000 shares of ~~our~~ common stock at ~~their~~the stated conversion rate of $0.10.

OnIn December 312010, ~~2008~~we issued 1,000,000 ~~accounts~~shares of ~~payable~~our ~~due~~common stock to ~~Otto~~each ~~Law~~of ~~Group,~~John aSams ~~related~~and ~~party,~~David ~~were~~Coloris ~~assigned~~for toexecutive ~~certain~~consulting ~~other~~services ~~related~~valued ~~parties~~at $940,000 ~~and~~based weon ~~entered~~the ~~into~~closing price ~~convertible~~of ~~promissory~~our ~~notes~~common instock ~~aggregate~~on ~~principal~~the ~~amount~~date of ~~$324,000. In~~grant ~~July~~and ~~2010,~~the anexpense ~~aggregate~~was ofrecorded ~~approximately~~to ~~$101,500~~general ofand ~~these~~administrative ~~convertible~~expense ~~notes~~in ~~were~~the ~~converted~~year ended ~~into~~September ~~approximately 369~~30,~~091~~ 2011 as the shares ofwere ~~our~~fully ~~common~~vested ~~stock~~as atof ~~their~~that ~~stated~~date ~~conversion~~and ~~rate~~not forfeitable.

OnAs ~~July~~discussed ~~23,~~in ~~2009~~Note 6, ~~accounts~~Related ~~payable~~Parties, in ~~due~~January to2011, ~~Otto~~we ~~Law~~issued ~~Group~~140,000 ashares ~~related~~of ~~party,~~our ~~were~~common ~~assigned~~stock tofor aforbearance ~~stockholder~~ of ~~the~~advances ~~Company~~payable totaling approximately $140,000. The ~~and~~value weof ~~entered~~the ~~into~~shares aof ~~convertible~~$77,000 ~~promissory~~based ~~note~~on inthe ~~aggregate~~closing ~~principal~~price ~~amount~~of our common stock of $~~50,000~~0.55 Inon ~~August~~the ~~2010,~~date ~~this~~of ~~convertible~~issuance ~~note~~ was ~~converted~~recorded to ~~into~~interest ~~181,819~~expense ~~shares~~during ofthe ~~our~~year ~~common~~ended ~~stock~~September at30, ~~its stated conversion rate~~2011.

In ~~August~~February ~~2010~~2011, ~~the~~we ~~$223~~issued an aggregate of 200,000 ~~convertible~~shares ~~bridge~~of ~~loan~~our ~~due~~common stock to ~~BNA~~parties ~~Capital~~related ~~Holdings~~to ~~LLC~~the ~~was~~Collins ~~converted~~acquisition. ~~into~~The 82value of the shares of $30,000 based on the closing price of our common stock inof ~~accordance~~$0.15 ~~with~~on ~~its~~the ~~stated~~date ~~conversion~~of ~~rate~~issuance was recorded to general and administrative expense during the year ended September 30, 2011.

~~During~~In ~~October~~July ~~and November 2009~~2011, ~~approximately~~convertible ~~$118,000~~notes ~~of accounts~~ payable in ~~due~~aggregate toprincipal ~~Otto~~amount ~~Law~~of ~~Group~~$12,500 adue ~~related~~to ~~party,~~Ray Purdon were assigned to ~~certain~~unrelated ~~other~~ parties, and ~~was~~the notes were immediately converted by those parties into ~~114~~1,~~546~~500,000 shares of our common stock and we recognized a total loss of $40,000 on extinguishment of liabilities on conversion of convertible notes payable to common stock at a lower conversion price than the market price of our common stock on the date of conversion.

In October 2011, we entered into a consulting agreement with AGAPA Holdings, LLC. Under the agreement, we agreed to pay a non-refundable consulting fee of $5,500 and 50,000 shares of our common stock. The value of the shares of $500 based on the closing price of our common stock of $0.01 on the date of issuance was recorded to general and administrative expense during the year ended September 30, 2012.

As discussed in Note 1, in November 2011, we issued 2,500,000 shares of our common to the principals of El Gas North America, LLC, pursuant to the terms of the equity purchase agreement of El Gas NA. The value of the shares of $75,000 based on the closing price of our common stock of $0.03 on the date of issuance was recorded to the Exclusive Distribution Agreement in the year ended September 30, 2012. In September 2012, we issued an additional 2,500,000 shares of our common stock to the principals of El Gas North America, LLC, pursuant to the provisions of the equity purchase agreement of El Gas NA, which required issuance of additional shares if the market price of the Company’s common stock was less at fiscal year-end than at closing date. The value of the shares of $5,000 based on the closing price of our common stock of $0.002 on the date of issuance was recorded to general and administrative expense in the year ended September 30, 2012.

OnIn ~~September~~April 202012, ~~2010,~~we ~~accounts~~issued ~~payable due to Otto Law Group~~600,000 ashares of ~~related~~our ~~party,~~common ~~were~~stock ~~assigned~~ to aVitello ~~stockholder~~Capital ofin ~~the~~settlement ~~Company,~~of ~~and~~accounts wepayable ~~entered~~totaling ~~into~~$60,000. aWe ~~convertible~~recorded ~~promissory~~an ~~note~~approximately ~~in aggregate principal amount of~~ $5558,000~~. The~~ gain ~~intrinsic~~on ~~value~~extinguishment ~~(the~~of ~~market~~liabilities ~~value~~based ofon the ~~stock~~difference ~~less~~between the ~~conversion~~fair ~~price~~value ~~multiplied~~of by the ~~number~~shares of ~~shares~~$1,320 tobased beon ~~issued upon conversion) of~~ the ~~conversion~~closing price ~~feature was well in excess~~ of ~~the~~our ~~principal~~common ~~balance~~stock of ~~the liability~~$0. ~~However,~~0022 ~~the~~on ~~amount of~~ the ~~beneficial~~date ~~conversion feature to be recorded is limited to the principal amount~~ of ~~the~~issuance ~~liability,~~ and ~~thus,~~ the ~~beneficial~~remaining ~~conversion~~balance ~~feature~~of ~~recorded related to~~ the ~~convertible~~ liability ~~of $55,000 was recorded as interest expense~~ in the year ended September 30, ~~2010~~2012. ~~On September 29, 2010, the note was converted to 200,000 shares of our common stock at its stated conversion price of $0.28 per share.~~

In ~~October~~April ~~2010~~2012, ~~accounts~~we ~~payable~~issued ~~due to Otto Law Group~~2,527,076 ashares of ~~related~~our ~~party,~~common ~~were~~stock ~~assigned~~ to ~~another~~Strategic ~~party~~Tactical ~~and~~Asset weTrading, ~~entered~~LLC ~~into convertible promissory notes~~ in ~~aggregate~~settlement ~~principal~~of ~~amount~~accrued ofexpenses totaling $2547,000. ~~The~~ ~~intrinsic~~We ~~value~~recorded ~~(the~~an approximately ~~market~~$41,000 ~~value~~gain ofon ~~the~~extinguishment ~~stock~~of ~~less~~liabilities ~~the~~based ~~conversion~~on ~~price multiplied by~~ the ~~number~~difference ofbetween ~~shares to be issued upon conversion) of~~ the ~~conversion~~fair ~~feature~~value ~~was well in excess~~ of the ~~principal~~shares ~~balance~~ of ~~the liability. However~~approximately $6,000 ~~the~~based ~~amount~~on of the ~~beneficial~~closing ~~conversion~~price ~~feature~~of toour becommon ~~recorded~~stock isof ~~limited~~$0.0022 toon the ~~principal~~date ~~amount~~ of ~~the~~issuance ~~liability,~~ and ~~thus,~~ the ~~beneficial~~remaining ~~conversion~~balance ~~feature~~of ~~recorded related to~~ the ~~convertible~~ liability ~~of $25,000 was recorded as interest expense~~ in the ~~three~~year ~~months~~ ended ~~December~~September 3130, ~~2010~~2012. ~~These promissory notes were converted in October 2010 into 181,820 shares at their stated conversion rate of $0.14.~~

AsIn ~~discussed~~April ~~in Note 5~~2012, inJohn Thomas ~~December~~Rodgers ~~2010,~~III ~~accounts payable due to Otto Law Group, a related party, were assigned to a company owned by a stockholder of the Company (Value Corp., Inc.)~~ and weWebsnerlie ~~entered~~Walter ~~into~~converted ~~convertible promissory notes in principal amount of~~ $~~50,000. In December 2010, $~~40,000 in principal ~~amount~~value of ~~the~~their 8% convertible ~~promissory~~notes ~~note~~payable ~~was~~they ~~converted~~had acquired from James Rodgers into ~~400~~4,000,000 shares of our common stock at the stated conversion ~~rate~~price of $0.1001 per share.

In ~~December~~April ~~2010~~2012, weMr. Wear ~~issued 1,000,000 shares of our common stock to each of John Sams~~ and ~~David~~Mr. ~~Coloris~~Tate ~~for~~converted ~~executive consulting services valued at~~ $~~940~~100,000 ~~based~~in onprincipal ~~the~~value ~~closing price~~ of ~~our~~their ~~common~~12% ~~stock~~convertible onnotes ~~the~~payable ~~date~~into ~~of grant and the expense was recorded to general and administrative expense in the three months ended December 31~~10,000,000 ~~2010 as the~~ shares ~~were fully vested as~~ of ~~that~~our ~~date~~common stock ~~and~~at ~~not~~$0.01 ~~forfeitable~~per share.

AsIn ~~discussed~~August ~~in Note 6~~2012, inMr. ~~January~~Tate ~~2011,~~converted ~~we issued 140~~$25,000 in ~~shares~~principal value of ~~our~~his ~~common~~12% ~~stock~~convertible ~~for~~note ~~forbearance~~and ofrelated ~~advances~~accrued ~~payable~~interest ~~totaling~~into ~~approximately $140~~7,~~000. The~~585,719 ~~value of the~~ shares of ~~$77,000~~our ~~based~~common onstock ~~the~~at ~~closing~~an effective conversion price of ~~our common stock of~~ $0.550033 onper ~~the date of issuance was recorded to interest expense during the second quarter of 2011~~share.

AsIn ~~discussed~~August ~~in Note 1~~2012, inMr. Wear ~~February~~transferred ~~2011~~$25,000 wein ~~issued~~principal anvalue ~~aggregate~~ of ~~200,000~~his ~~shares~~12% ofconvertible ~~our~~note ~~common~~and ~~stock~~related toaccrued ~~parties~~interest ~~related~~ to ~~the~~Pinnacle ~~Collins~~Investments, LLC, ~~acquisition. The~~and ~~value~~Pinnacle ofInvestments, ~~the~~LLC ~~shares~~simultaneously ofconverted ~~$30,000~~it ~~based~~into on8,714,200 ~~the~~shares ~~closing price~~ of our common stock ofat ~~$0.15~~an oneffective ~~the~~conversion price ~~date~~ of ~~issuance~~$0.0029 ~~was~~per ~~recorded to general and administrative expense during the second quarter of 2011~~share.

As discussed in Note 5, Notes Payable, in July 2011, convertible notes payable in aggregate principal amount of $12,500 due to Ray Purdon were assigned to unrelated parties, and the notes were immediately converted by those parties into 1,500,000 shares of our common stock and we recognized a total loss of $40,000 on extinguishment of liabilities on conversion of convertible notes payable to common stock at a lower conversion price than the market price of our common stock on the date of conversion.

Stock Incentive Plans — In August 2002, we established the 2002 Equity Incentive Plan (the “Equity Incentive Plan”), authorizing 228 shares of our common stock for the grant of incentive and non-qualified stock options stock options, as well as restricted stock awards.

Stock Options —In 2011, we granted options ~~outside of the Equity Incentive Plan~~ to purchase an aggregate of 3,807,368 shares of our common stock at $0.03 per share to our CEO and CFO under the terms of their employment contract. The option grants represented not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, and, while the terms of the employment ~~contract~~contracts require adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million, no additional options have been granted pursuant to this clause upon mutual agreement of the Company and the executives. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that the ~~CEO~~Shelvers ~~and CFO~~ terminate employment without cause during the term of the employment agreements. The options have a five year term.

The fair value of stock-based option awards was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions for the periods presented as follows:

	Years ended
	September 30,
	2011			2010
	2012			2011
Expected dividend yield		0*	%		*0	%
Expected stock volatility		~~192~~*	%		*192	%
Risk-free interest rate		~~2.06~~*	%		*2.06	%
Expected life	~~1 year~~	*			*1 year

* During ~~2010~~2012, we did not grant any stock options.

~~Option activity was as follows during the years ended September 30, 2010 and 2011:~~ 29

			Weighted		Weighted	Aggregate
			Average		Avg. Remaining	Intrinsic
	Options		Exercise Price		Contractual Life	Value
Options outstanding, October 1, 2009		7	$	14,575.00
Options granted		-
Options cancelled		-
Options forfeited		-
Options outstanding, September 30, 2010		7		14,575.00
Options granted		3,807,368		0.03
Options cancelled		-
Options forfeited		-
Options outstanding, September 30, 2011		3,807,375		0.06	4.8 years	$	-
Options exercisable, September 30, 2011		3,807,375		0.06	4.8 years	$	-

Option activity was as follows during the years ended September 30, 2012 and 2011:

As of September 30, 2011, we did not have any unrecognized compensation cost related to unvested stock options. The intrinsic value of stock options outstanding and exercisable of nil at September 30, 2011 is based on the $0.01 closing market price of our common stock on that date, and is calculated by aggregating the difference between $0.01 and the exercise price of each of the outstanding vested and unvested stock options which have an exercise price less than $0.01.

			Weighted		Weighted		Aggregate
			Average		Avg. Remaining		Intrinsic
	Options		Exercise Price		Contractual Life		Value
Options outstanding, September 30, 2010		7		14,575.00
Options granted		3,807,368		0.03
Options cancelled		-
Options forfeited		-
Options outstanding, September 30, 2011		3,807,375		0.06

Options outstanding, September 30, 2012		3,807,375		0.06		3.8 years	$	-
Options exercisable, September 30, 2012		3,807,375		0.06		3.8 years	$	-

~~Warrants —~~As ~~discussed~~of inSeptember ~~Note~~30, 82012, ~~under~~we ~~our~~did ~~agreement~~not ~~with~~have any ~~Mosaic~~unrecognized ~~Capital~~compensation ~~for~~cost ~~strategic~~related ~~financial~~to ~~consulting~~unvested ~~services,~~stock ~~five-year~~options. ~~warrants~~The tointrinsic ~~purchase~~value ~~269,230 shares~~ of ~~our common~~ stock atoptions anoutstanding ~~exercise~~and ~~price~~ exercisable of ~~$0.01~~nil ~~per~~at ~~share~~September ~~were~~30, ~~issuable~~2012 ~~under~~is ~~the terms of the agreement~~ based on the $0.002 closing market price of our common stock ~~of $0.13~~ on ~~the~~that date ~~of the agreement of April 21~~, ~~2011. The~~and ~~value~~is ofcalculated ~~the~~by aggregating ~~warrants was estimated on~~ the ~~date~~difference ofbetween ~~grant~~$0.002 ~~using the Black-Scholes option pricing model~~ and the ~~following~~exercise ~~assumptions: stock~~ price of ~~$0.13,~~each ~~volatility~~ of ~~192%,~~the ~~expected~~outstanding ~~term~~vested ~~of 5 years, risk free rate of 2.14%~~ and ~~dividend~~unvested ~~yield~~stock ofoptions which ~~0.0%. The~~have ~~value~~an ofexercise ~~the~~price ~~warrants~~less ofthan $~~34,725 was recorded to general and administrative expenses during the year ended September 30, 2011~~0. ~~The warrants expire in April 2016~~002.

Warrants — In April 2011, we entered into an agreement with Mosaic Capital LLC, for strategic financial consulting services. Upon signing the agreement, we paid Mosaic Capital $35,000 and five-year warrants to purchase 269,230 shares of our common stock at an exercise price of $0.01 per share were issuable under the terms of the agreement based on the closing price of our common stock of $0.13 on the date of the agreement of April 21, 2011. The value of the warrants was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions: stock price of $0.13, volatility of 192%, expected term of 5 years, risk free rate of 2.14% and dividend yield of 0.0%. The value of the warrants of $34,725 was recorded to general and administrative expenses during the year ended September 30, 2011. The warrants expire in April 2016.

Under our promissory note with Saratoga Capital Partners, LLC, on September 1, 2011, we issued a three-year warrant to purchase up to 833,333 shares of our common stock at an exercise price of $0.03 per share. The warrants expire on September 1, 2014.

Under our promissory note agreement with Laurence Shelver, on September 22, 2011, we issued three-year warrants to purchase 2,500,000 shares of our common stock at an exercise price of $0.03 per share. The warrants expire on September 22, 2014.

Under our promissory note agreement with Otto Capital, LLC, in November 2011, we issued a three-year warrant to purchase up to 133,333 shares of our common stock at an exercise price of $0.03 per share.

Under our promissory note agreement with Otto Capital, LLC, in December 2011, we issued a three-year warrant to purchase up to 133,333 shares of our common stock at an exercise price of $0.03 per share.

Under our promissory note agreement with Jack Walkely in December 2011, we issued a three-year warrant to purchase up to 833,334 shares of our common stock at an exercise price of $0.03 per share. The warrant expires on December 20, 2014.

Under our promissory note agreement with Laurence Shelver, our CEO and President and a director of the Company, in December 2011, we issued a three-year warrant to purchase up to 372,498 shares of our common stock at an exercise price of $0.03 per share.

Under our promissory note agreement with Otto Capital, LLC, on January 9, 2012, we issued a three-year warrant to purchase 133,333 shares of our common stock at an exercise price of $0.03 per share. The warrants expire on January 9, 2015.

AsUnder ~~discussed in Note 5, under~~ our promissory note agreement with John ~~Saratoga Capital Partners~~Walkely, ~~LLC,~~ on ~~September~~March 113, ~~2011~~2012, we issued a three-year warrant to purchase ~~up to~~ 833,~~333~~334 shares of our common stock at an exercise price of $0.03 per share. The warrants expire on ~~September~~March 113, ~~2014~~2015.

AsIn ~~discussed~~February 2012, we entered into a second agreement with Mosaic Capital LLC for strategic financial consulting services in ~~Note~~exchange 5for a non-refundable fee of $75,000 and ~~under~~non-creditable ~~our~~against ~~promissory~~the ~~note~~payment of success fees. Success fees to be paid were stated in the agreement ~~with~~and ~~Laurence~~were ~~Shelver,~~to be based on ~~September~~a ~~22,~~completed ~~2011~~debt or equity financing. In April 2012, we issued a three-year ~~warrants~~warrant to purchase 28,~~500~~964,~~000~~848 shares of our common stock at an exercise price of $0.0301 per share and a three –year warrant to purchase 13,447,272 shares of our common stock at an exercise price of $0. 01 per share. The warrants were to expire on March 19, 2015. The value of the warrants was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions: stock price of $0.0022, volatility of 192%, expected term of 3 years, risk-free rate of 0.42%, and dividend yield of 0.0%. The value of the warrants of approximately $40,000 was recorded to general and administrative expenses during the year ended September 2230, ~~2014~~2012. No equity or debt financing was completed under Mosaic Capital and, in September 2012, in connection with the termination of the Company’s engagement of Mosaic Capital, the warrants were cancelled.

~~Warrant~~Under ~~activity~~our ~~was~~promissory asnote ~~follows~~agreement ~~during~~with Gregory ~~the~~Qualls, ~~years~~on ~~ended~~May ~~September~~24, 302012, ~~2010~~we ~~and~~issued ~~2011:~~ a five-year warrant to purchase 250,000 shares of our common stock at an exercise price of $0.10 per share. The warrants expire on March 24, 2017.

			Weighted average exercise price
Warrants outstanding, September 30, 2009	435		$	4,569.51
Warrants expired	(1	)
Warrants exercised	-
Warrants issued	-
Warrants cancelled	-
Warrants outstanding, September 30, 2010	434		$	4,561.11
Warrants expired	-
Warrants exercised	-
Warrants issued	3,602,563		$	0.03
Warrants cancelled	-
Warrants outstanding, September 30, 2011	3,602,997		$	0.58

Under our promissory note agreement with Ronald Tate, on June 13, 2012, we issued a five-year warrant to purchase 500,000 shares of our common stock at an exercise price of $0.10 per share. The warrants expire on June 13, 2017.

In June 2012, warrants to purchase 110 shares of our common stock at an exercise price of $14,575.00 per share and a warrant to purchase 12 shares of our common stock at an exercise price of $11,000.00 per share expired unexercised.

Under our convertible promissory note agreement with Ron Tate and Hailey Hollenbeck, on July 23, 2012, we issued a five-year warrant to purchase 250,000 shares of our common stock at an exercise price of $0.10 per share. The warrants expire on July 23, 2017.

Under our convertible promissory note agreement with Saratoga, on August 14, 2012, we issued a five-year warrant to purchase 250,000 shares of our common stock at an exercise price of $0.10 per share. The warrants expire on August 14, 2017.

Under our convertible promissory note agreement with Saratoga, on September 16, 2012, we issued a five-year warrant to purchase 250,000 shares of our common stock at an exercise price of $0.10 per share. The warrants expire on September 16, 2017.

Warrant activity was as follows for the years ended September 30, 2012 and 2011:

			Weighted average exercise price
Warrants outstanding, September 30, 2010	434		$	4,561.11
Warrants expired	-
Warrants exercised	-
Warrants issued	3,602,563		$	0.03
Warrants cancelled	-
Warrants outstanding, September 30, 2011	3,602,997		$	0.58
Warrants expired	(122	)	$	14,216.70
Warrants exercised	-
Warrants issued	26,351,285		$	0.02
Warrants cancelled	(22,412,120	)		0.01
Warrants outstanding, September 30, 2012	7,542,040		$	0.07

Note 8. Commitments and Contingencies

Stanton Chase International

In October 2010, Stanton Chase International (“Stanton Chase”), an executive search firm, served notice of its action filed against the Company in the Supreme Court State of New York, New York Count, Index No. 112613/10, seeking $65,250 in executive consulting fees, which Stanton Chase claims is owed pursuant to a contract between the parties for an executive management search. The Company disputes the demand based on the fact the Company (i) never entered into a contract with Stanton Chase, (ii) Stanton Chase did not during the period it claimed to provide services ever make the Company aware of any work actually performed or provided and (iii) during the period that Stanton Chase claimed to provide services to Stanton Chase never identified any management personnel for the Company. As the Company has no nexus to Stanton Chance in New York State, it has not responded to the filed complaint in the State of New York, and has no intention of responding in New York State, at this point. Therefore, it is not possible to evaluate the likelihood of success in this matter at this time, and we have not included any part of the asserted claim in our accounts payable and accrued expenses on the consolidated balance ~~sheet~~sheets as of September 30, ~~2011~~2012 and ~~2010~~2011.

TanOak Litigation

On May 11, 2010, the Company filed a complaint against its former accountants, TanOak Partners, LLC, Chris Wain and Paul Spencer (collectively, “TanOak”), in King County Superior Court (Geobio Energy, Inc. v. TanOak Partners, LLC, Chris Wain and Paul Spencer, Case Number 10-2-17135-5 SEA), for breach of TanOak’s engagement contract, breach of the covenant of good faith and fair dealing, violation of fiduciary duties, self-dealing and fraudulent misrepresentation/inducement. TanOak filed an answer and counterclaim on June 3, 2010 seeking damages for work accounting services actually performed and claiming fraud, breach of contract and breach of the covenant of good faith and fair dealing. In September 2011, the Company and TanOak settled and dismissed the case, under which settlement the Company agreed to pay $50,000 in cash for the services provided upon the Company’s receipt of capital financing not less than $5,000,000 (whether in a single event or cumulatively over multiple financing events). We have included the $50,000 in accounts payable and accrued expenses on the consolidated balance ~~sheet~~sheets as of September 30, 2012 and 2011.

Goodrich Capital, LLC

In January 2010, we entered into an agreement with Goodrich Capital, LLC, for strategic planning, financial and management consulting services in exchange for a non-refundable cash fee of $50,000, creditable against certain success (cash and equity) fees earned upon closing a transaction ~~as follows: a cash fee of $1~~.6 ~~million~~No ~~based~~equity ~~upon~~or ~~the~~debt ~~total capital raise with respect to all~~ financing was ~~transactions~~completed ofunder ~~$20 million, with the minimum amount payable for all financing transactions being $400,000 (assuming a $5.0 million capital raise). In addition, warrants are issuable to~~ Goodrich Capital ~~in the form of an equity closing fee~~, ~~fully vested at the time of issuance, to purchase a number of shares of our common stock equal to 5% of the equity issued in such transaction, determined on an as-converted basis~~LLC. ~~The~~ ~~strike price of the warrants will be equal to the share price of the instruments issued in the transaction and have a term of 10 years from the date of issuance.~~ Under the terms of the agreement, we paid Goodrich Capital $30,000 in ~~the~~January ~~second quarter of~~ 2010. In March 2010, the agreement with Goodrich Capital, LLC was amended. The remaining obligation under the amended agreement, which was terminated pursuant to the amendment, represents $13,500 in fees and expenses and is included in accounts payable and accrued expenses as of September 30, ~~2011~~2012 and ~~2010~~2011 in the accompanying consolidated balance ~~sheet~~sheets.

Mosaic Capital Agreement

In April 2011, we entered into an agreement with Mosaic Capital LLC, for strategic financial consulting services in exchange for a non-refundable cash fee of $35,000 and non-creditable against the payment of success fees. Success fees to be paid under the terms of the agreement are as follows: i) upon the closing of a senior credit financing facility, a cash success fee of 1.5% of the amount committed, ii) upon the closing of a mezzanine credit facility, a cash success fee of 4.0% of the amount committed, iii) upon the closing of an equity financing, a cash success fee of 4.0% of the amount committed, with the minimum amount payable for all financing transactions being $700,000. In addition, warrants are issuable to Mosaic Capital in the form of an equity closing fee, fully vested at the time of issuance, to purchase a number of shares of our common stock equal to 3% of the equity issued in such transaction, determined on an as-converted basis, with anti-dilution protection for 12-months from date of issuance. The strike price of the warrants will be $0.01 per unit and have a term of equivalent to that of the equity instruments issued in the financing. Upon signing the agreement, we paid Mosaic Capital $35,000 and five-year warrants to purchase 269,230 shares of our common stock at an exercise price of $0.01 per share were issuable under the terms of the agreement based on the closing price of our common stock of $0.13 on the date of the agreement. See further discussion regarding the warrants at Note 7.

First Capital Resources

On June 27, 2011, we entered into an agreement with First Capital Resources, for investor relations management consulting in exchange for the issuance of 1,000,000 shares of our common stock at signing, for the first month of service. The shares were issued in July 2011 pursuant to the assignment of a convertible note payable originally payable to Ray Purdon and the immediate conversion by First Capital Resources into shares of our common stock. See Note 5. Under the terms of the agreement, additional monthly fees of either cash or stock as follows: (a) 250,000 shares of the Company’s common stock for each week the campaign is engaged and running if the closing price for the preceding trading days as reported by Yahoo Finance is at or below $0.05 per share; (b) 100,000 shares of the Company’s common stock for each week the campaign is engaged and running if the closing price for the preceding 10 trading days as reported by Yahoo Finance is between $0.051 and $0.10 per share; (c) 75,000 shares of the Company’s common stock for each week the campaign is engaged and running if the closing price for the Company’s common stock for the preceding 10 trading days as reported by Yahoo Finance is over $0.10 per share; or (d) $3,000 per week of the campaign and continuing for each week the campaign is engaged and running; or (e) 100,000 shares of common stock of the Company and $1,500 per week beginning in the 5th week of the campaign and continuing for each week the campaign is engaged and running. The agreement terminated on December 27, 2011. We have not made any additional payments under the agreement and we have included $30,000 in accounts payable and accrued expenses as of September 30, 2011 in the accompanying consolidated balance sheet.

~~Strategic~~First ~~Tactical~~Capital ~~Asset Trading, LLC~~Resources

InOn ~~July~~June 27, 2011, we entered into aan ~~one-year~~ agreement with ~~Strategic~~First ~~Tactical Asset Trading~~Capital Resources, ~~LLC,~~ for ~~financial services and~~ investor relations management consulting in exchange for anthe ~~initial~~issuance ~~setup~~of ~~cash~~1,000,000 ~~fee~~shares of $5our common stock at signing,~~000,~~ ~~monthly~~for ~~fees~~the first month of ~~$5,000~~service. ~~which~~The ~~are~~shares were issued in July 2011 pursuant to the assignment of a convertible note payable atoriginally payable to Ray Purdon and the ~~option~~immediate conversion by First Capital Resources into shares of our common stock. See Note 5. Under the ~~Company~~terms ~~either~~of inthe agreement, additional monthly fees of either cash or instock as follows: (a) 250,000 shares of the Company’s common stock atfor aeach ~~per~~week ~~share~~the ~~price~~campaign ~~based~~is ~~upon~~engaged and running if the ~~Volume~~closing ~~Weighted~~price ~~Average~~for ~~Price~~the preceding trading days as reported by Yahoo Finance is at or below $0.05 per share; (~~VWAP~~b) ~~for~~100,000 shares of the ~~month~~Company’s ~~prior~~common tostock for each week the ~~month~~campaign inis ~~which~~engaged ~~the~~and ~~monthly~~running ~~payment~~if isthe toclosing beprice ~~made~~for orthe inpreceding ~~some~~10 ~~combination~~trading ofdays ~~cash~~as orreported ~~stock~~by inYahoo ~~total~~Finance ~~value~~is between of$0.051 and $50.10 per share; (c) 75,000~~. The~~ shares of the Company’s common stock ~~issued~~for iseach toweek bethe ~~entitled~~campaign tois ~~piggyback~~engaged and ~~registration~~running ~~rights~~if onthe ~~all~~closing ~~registrations~~price offor the Company’s ~~except~~common stock for ~~registrations~~the ~~filed~~preceding on10 ~~Form~~trading ~~S-4~~days oras ~~Form~~reported ~~S-8,~~by Yahoo Finance is over $0.10 per share; or on(d) ~~any~~$3,000 ~~demand~~per ~~registrations~~week of ~~any~~the ~~other~~campaign ~~investor. The~~and ~~agreement,~~continuing ~~which~~for ~~auto-renews~~each onweek athe ~~month-to-month~~campaign ~~basis~~is ~~upon~~engaged ~~its~~and ~~expiration~~running; or (e) 100,000 ~~may~~shares beof ~~terminated~~common bystock ~~either~~of ~~party~~the ~~upon~~Company 10and ~~days~~$1,500 ~~written~~per ~~notice~~week ~~during~~beginning ~~its~~in ~~original~~the ~~term~~5th orweek ~~within~~of 15the ~~calendar~~campaign and ~~days~~continuing ~~within~~for each week the ~~renewal~~campaign ~~term~~is engaged and running. The agreement terminated on December 27, 2011. We have not made any additional payments under the agreement and we have included $1530,000 in accounts payable and accrued expenses as of September 30, 2012 and 2011 in the accompanying consolidated balance ~~sheet~~sheets.

Note 9. Income Taxes

Significant components of our deferred tax assets and liabilities and related valuation allowance are as follows as of September 30 (in thousands):

Deferred tax assets:	2011			2010
	2012			2011
Net operating loss carryforwards	$	2,983		$	2,021
Deferred tax assets:
Stock-based compensation		5,792			5,753
Net operating loss carryforwards	$	3,647		$	2,983
Intangible assets		361			426
Stock-based compensation		5,807			5,792
Intangible assets		304			361
Other		4			4
Total deferred tax assets		9,~~140~~762			89,~~204~~140
Valuation allowance		(9,~~140~~762	)		(89,~~204~~140	)
Deferred tax assets, net of allowance	$	-		$	-

The valuation allowance increased by approximately $~~936~~622,000 and $~~816~~936,000 during the years ended September 30, ~~2011~~2012 and ~~2010~~2011, respectively.

The difference between the tax at the statutory rate and no tax provision for the years ended September 30, ~~2011~~2012 and ~~2010~~2011 is primarily due to our full valuation allowance against our full deferred tax assets.

At September 30, ~~2011~~2012, we had net operating loss carryforwards for Federal income tax purposes of approximately $810.87 million to offset future taxable income that expire beginning in 2024 through ~~2031~~ 2032. Utilization of the carryforwards is dependent on generating future taxable income and may be limited by Internal Revenue Code Section 382 change of control provisions.

Note 10. Subsequent Events

OnIn ~~December~~August 202012, ~~2011,~~ we entered into aan 108% ~~promissory~~convertible promissory note with ~~Jack~~Value ~~Walkely~~Corp Trading Company in an aggregate principal amount of $25759,~~000,~~ ~~due~~in ~~the~~settlement ~~earlier~~ of ~~within~~an ~~five~~invoice ~~(5)~~of ~~days following~~ the ~~Company’s~~same ~~receipt~~amount to ofthe asame ~~capital~~party. ~~financing~~The ~~(or~~note ~~cumulative~~was ~~financings)~~convertible ininto ~~the~~shares ~~amount~~ of ~~$725,000~~our orcommon ~~June~~stock 1,at ~~2012. The~~a ~~default~~conversion ~~rate~~price of ~~interest is 22%~~$0. ~~The~~01 ~~promissory~~per ~~note~~share, and was due, ~~issued~~if ~~together~~not ~~with~~previously aconverted ~~warrant~~at tothe ~~purchase~~option upof tothe ~~833~~holder,~~334~~ ~~shares~~on ofNovember ~~our~~1, ~~common~~2012. ~~stock~~In atDecember an2012, ~~exercise~~the ~~price~~conversion ofrate was adjusted to $0.03005 ~~per~~and ~~share. The~~principal ~~warrant~~amounting ~~expires~~to in$759 ~~three~~was ~~years~~immediately converted into 151,800 shares of our common stock.

As discussed in Note 1, on November 14, 2011, we closed an equity purchase agreement with El Gas NA.

As discussed in Note 1, in October 2011, the Company and Lary Archer & Associates, Inc., Archer Equipment Rental, Inc., The Archer Company Inc., and Archer Testing Services, Inc., each a Texas corporation (together referred to as “Archer”), terminated our April 2011 equity purchase agreement to purchase 100% of the issued and outstanding equity interests of Archer. There were no material penalties to either the Company or Archer in connection with the termination.

In October ~~2011~~2012, ~~12%~~we ~~convertible~~entered ~~notes~~into inan ~~the~~agreement ~~amount~~with ofCuring ~~$151,257~~Capital for ~~and~~strategic ~~$79,998~~financial ~~previously~~consulting ~~issued~~services toin ~~Ray~~exchange ~~Purdon~~for in40,000,000 ~~July~~shares ~~2011~~of ~~were~~the ~~transferred~~Company’s tocommon ~~Martin~~stock ~~Davis~~as ~~Law~~a retainer, 50% ~~PLLC~~of ~~(formerly~~which ~~known~~shares asare ~~Otto~~to ~~Law~~be ~~Group,~~held ~~PLLC)~~in escrow and ~~reissued~~released asto 8%Curing ~~convertible~~Capital ~~promissory~~in ~~notes~~the inevent that the ~~amounts~~Company ofobtains ~~$167,717~~less ~~and~~than $6320,~~538. Along~~000,000 directly ~~with~~as ~~the~~a ~~new~~result ~~$167,717,~~of 8%Curing ~~convertible~~Capital’s ~~promissory~~introduction ~~note,~~during ~~accounts~~the ~~payable~~120-day toterm ~~Martin~~of ~~Davis~~the ~~Law~~agreement, ~~PLLC~~and in the event that Curing Capital introduces any amount ofless than $~~232~~20 million,~~283~~ ~~were~~the ~~immediately~~escrow ~~transferred~~shares aswill ~~payable~~be cancelled. The common stock issued is to ~~Sausalito~~be ~~Capital~~entitled to ~~Partners~~piggyback I,registration ~~LLC~~rights ~~(“Sausalito”)~~on inall registrations of the ~~form~~Company ofexcept afor ~~new~~registrations 8%filed ~~Promissory~~on ~~Note~~Form inS-4 ~~the~~or ~~amount~~Form S-8, or on any demand registrations of ~~$400~~any other investor. In addition,~~000~~ ~~with~~introductory fees equal to a ~~maturity~~percentage ~~date~~of any capital the Company obtains directly as a result of ~~September~~Curing 30Capital’s introduction are due in cash, ~~2012.~~pursuant to the following schedule:

In October 2011, Lance Miyatovich assigned a total of 100,000 shares of Series A Preferred Stock to an unrelated party, which was immediately converted into 100,000 shares of our common stock.

Amount of Capital Obtained	Introduction Fee

Less than $500,000	$	46,619
$500,001 to $1,000,000		72,112
$1,000,001 to $2,000,000		155,073
$2,000,001 to $5,000,000		389,112
$5,000,001 to $10,000,000		785,073
$10,000,001 to $15,000,000		1,025,944
$15,000,001 to $20,000,000		1,205,944
$20,000,001 to $30,000,000		1,405,944

In ~~October 2011~~addition, wein ~~entered~~the ~~into~~event athat ~~consulting~~the ~~agreement~~Company ~~with~~obtains ~~AGAPA~~amounts in ~~Holdings,~~excess ~~LLC. Under~~of ~~the~~$30 ~~agreement~~million, wean ~~agreed~~introduction tofee ~~pay~~is adue ~~non-refundable~~in ~~consulting~~the ~~fee~~amount of $553,~~500~~910 ~~and~~per ~~50,000~~$1.0 ~~shares~~million ofabove ~~our~~the ~~common~~$30 ~~stock~~million raised.

In ~~December~~October ~~2011~~2012, ~~Lance~~we ~~Miyatovich~~entered ~~assigned~~into 2an 8% convertible promissory note in aggregate principal amount of $32,~~900~~500 with Asher Enterprises,~~000~~ Inc. The note is convertible beginning 180 days from October 23, 2012 into shares of ~~Series~~our Acommon ~~Preferred~~stock ~~Stock~~at a price per share equal to ana ~~unrelated~~49% ~~party,~~discount ~~which~~to ~~was~~the ~~immediately~~average ~~converted~~of ~~into~~the ~~2,900,000~~lowest ~~shares~~two closing per share prices of ~~our~~the Company’s common stock on the OTC:QB or OTC:BB market for the 20 trading days immediately prior to either the maturity date or the conversion date, as applicable.

In December 2012, the conversion rate of our convertible note payable to Value Trading Corp. in remaining aggregate outstanding principal amount of $10,000 was adjusted to $0.01 and principal amounting to $10,000 was immediately converted into 1,000,000 shares of our common stock.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of senior management, including Mr. Laurence Shelver, our Chief Executive Officer (“CEO”) and Mr. Clayton Shelver, our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO/CFO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act. A discussion of the material weaknesses in our controls and procedures is described below.

(b) Internal Control over Financial Reporting. There have been no changes in our internal controls over financial reporting or in other factors during the fourth fiscal quarter ended September 30, ~~2011~~2012, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date we carried out our most recent evaluation.

(c) Management Report on Internal Control. Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, our CEO/CFO, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management, with the participation of our CEO and CFO, has established and maintained policies and procedures designed to maintain the adequacy of our internal control over financial reporting, and include those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management has used the framework set forth in the report entitled Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. As a result of the material weaknesses described below, management has concluded that our internal control over financial reporting was not effective as of September 30, ~~2011~~2012.

Management’s Assessment

Management has determined that, as of the September 30, ~~2011,~~2012 evaluation date, there were deficiencies in both the design and the effectiveness of our internal control over financial reporting. Management has assessed these deficiencies and determined that there were various material weaknesses in our internal control over financial reporting. As a result of our assessment that material weaknesses in our internal control over financial reporting existed as of September 30, ~~2011~~2012, management has concluded that our internal control over financial reporting was not effective as of September 30, ~~2011~~2012. The existence of a material weakness or weaknesses is an indication that there is a more than remote likelihood that a material misstatement of our financial statements will not be prevented or detected in a future period.

Management has assigned a high priority to the short- and long-term improvement of our internal control over financial reporting. We have listed below the nature of the material weaknesses we have identified, the steps we are taking to remediate these material weaknesses and when we expect to have the material weaknesses remediated.

Inadequate entity-level controls. As of September 30, ~~2011~~2012, we did not have effective entity level controls with respect to our overall control environment and monitoring efforts as defined in the COSO framework. The pervasive nature of the material weaknesses in our internal control over financial reporting in itself constitutes a material weakness. We failed to systematically communicate company-wide policies and procedures and to uniformly and consistently communicate the importance of controls. We also had failed to implement processes to ensure periodic monitoring of our internal control activities. As a result, management concluded that there are deficiencies in the design and execution of our entity-level controls that constitute a material weakness in our internal control over financial reporting and errors in our financial statements that have not been prevented by our entity level controls could occur.

Remediation. In March 2010, we retained independent accounting consultants to advise our company on improving internal controls and procedures. Under the guidance of new financial advisors, we began to implement new controls and procedures designed to ensure that company-wide policies and procedures are systematically communicated and that documentation evidencing employees’ receipt thereof is retained.

· Timing. Our remediation efforts have been limited by our lack of available capital. We are continuing to remediate these deficiencies and anticipate completing our remediation efforts during the year ending September 30, ~~2012~~2013.

Deficiencies pertaining to inadequate segregation of duties consistent with control objectives. The lack of segregation of duties among management resulted in deficiencies in our financial reporting.

35· Remediation. We have retained independent accounting consultants to assist the company in meeting its control objectives.

· ~~Remediation~~Timing. Our remediation efforts have been limited by our lack of available capital. We ~~recently~~are ~~hired~~continuing ato ~~new~~remediate ~~CEO~~these deficiencies and ~~retained~~anticipate ~~independent~~completing ~~accounting~~our ~~consultants~~remediation toefforts ~~assist~~during the ~~company~~year inending ~~meeting~~September ~~its~~30, ~~control objects~~2013.

Deficiencies pertaining to insufficiently skilled personnel and a lack of human resources within our finance and accounting reporting functions. The lack of appropriately skilled personnel could result in material misstatements to financial statements not being detected in a timely manner.

Remediation. As discussed above, we retained independent accounting consultants to assist our finance and accounting reporting functions.

Insufficient oversight of financially significant processes and systems, including deficiencies relating to monitoring and oversight of the work performed by our finance and accounting personnel. Due primarily to the lack of human resources in our accounting and finance department during 2011, we noted deficiencies related to insufficient review and approval and documentation of the review and approval of the work being performed by employees within our accounting and finance department relating to the following matters:36

Insufficient oversight of financially significant processes and systems, including deficiencies relating to monitoring and oversight of the work performed by our finance and accounting personnel. Due primarily to the lack of human resources in our accounting and finance department during 2012, we noted deficiencies related to insufficient review and approval and documentation of the review and approval of the work being performed by employees within our accounting and finance department relating to the following matters:

All journal entries;

Periodic reconciliations of sub ledgers, balance sheet and income statement accounts;

Accrual of expenses;

Documents supporting the monthly, quarterly and annual general ledger closing process; and

Periodic financial reporting.

As a result, we do not have sufficient internal control over financial reporting to ensure underlying transactions are being appropriately and timely accounted for, which could lead to material misstatements in the financial statements not being detected in a timely manner.

Remediation. As discussed above, we retained independent accounting consultants to assist our finance and accounting reporting functions.

Deficiencies relating to insufficient analysis, documentation and review of the selection and application of generally accepted accounting principles, or GAAP, to significant non-routine transactions, including the preparation of financial statement disclosures relating thereto. We did not have appropriate personnel in place at September 30, ~~2011~~2012, to review and document the application of GAAP to significant non-routine transactions, including the preparation of related financial statement disclosures. As a result, we do not have sufficient internal control over financial reporting to ensure that underlying non-routine transactions are appropriately and timely accounted for in the general ledger.

Remediation. As discussed above, we retained independent accounting consultants to assist our finance and accounting reporting functions.

Inability to demonstrate through testing that our internal control over financial reporting was effective as of September 30, ~~2011~~2012. We were unable to demonstrate through testing the effectiveness of our remediation efforts with respect to the material weaknesses described above. Our processes with respect to quarterly and annual controls, such as our control processes relating to general ledger close procedures and periodic financial reporting, were not implemented as of the year ended September 30, ~~2011~~2012.

Remediation. We have dedicated significant internal and external resources to our remediation efforts with respect to material weaknesses in our internal control over financial reporting as noted above. We expect to have a sufficient sampling base to enable us to test the effectiveness of our remediation efforts at future measurement dates and testing periods for our internal control over financial reporting.

· Timing. Due to lack of financial resources, management was unable to fully neither implement its remediation efforts nor test the effectiveness of our remediation efforts with respect to the remediation efforts described above. We expect to complete the testing of effectiveness in 2012.37

Timing. Due to lack of financial resources, management was unable to fully neither implement its remediation efforts nor test the effectiveness of our remediation efforts with respect to the remediation efforts described above. We expect to complete the testing of effectiveness in 2013.

The steps described above, including the hiring of additional qualified accounting and finance personnel, are designed to ensure that management’s evaluation of our internal control over financial reporting is thorough and complete and that a timely and appropriate remediation plan is implemented. The effectiveness of the steps we have taken to date and the steps we are still in the process of completing is subject to continued management review, as well the oversight of our board of directors, and we may make additional changes to our internal controls and procedures. Although we have undertaken the foregoing initiatives, in the future we may identify further material weaknesses or significant deficiencies in our internal control over financial reporting that have not previously been identified.

Management estimates that we will incur additional costs in connection with our remediation efforts including outside advisor fees and incremental personnel costs. Management estimates that these costs will aggregate approximately $105,000 for the year ended September 30, ~~2012~~2013.

~~This~~There ~~annual~~were ~~report~~no ~~does~~changes ~~not~~in ~~include~~our andisclosure ~~attestation~~controls and ~~report~~procedures, ofincluding our ~~independent registered public accounting firm regarding~~ internal control over financial reporting~~. Management’s~~, ~~report~~during ~~was~~the ~~not~~quarter ~~subject~~ended toSeptember ~~attestation~~30, by2012, ~~our~~that ~~registered~~had materially ~~public~~affected, ~~accounting~~or ~~firm~~are ~~pursuant~~reasonably likely to ~~temporary~~materially ~~rules~~affect, ofour ~~the~~disclosure ~~Securities~~controls and ~~Exchange~~procedures, ~~Commission~~including ~~that~~our ~~permit~~internal control usover tofinancial ~~provide only management’s report in this annual report~~reporting.

~~ITEM~~This 9Bannual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~OTHER~~Management’s ~~INFORMATION~~report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Subsequent to issuance of our Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on September 19, 2011(solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T), our management discovered a clerical error in the first paragraph of the “Explanatory Note”. The “Explanatory Note” incorrectly referenced Therapeutic Solutions International, Inc., as the registrant. The Explanatory Note should have referenced the Company, or GeoBio Energy, Inc., as the registrant. The Company, or Geobio Energy, Inc., has no relation or affiliation with Therapeutic Solutions International, Inc. Except as noted herein, no substantive change has been made to the Quarterly Report on Form 10-Q/A as originally filed.38

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

37The following sets forth the name, age and position of each director and executive officer of our company as of September 30, 2012:

The following sets forth the name, age and position of each director and executive officer of our company as of September 30, 2011:

Name	Age	Position(s)
Laurence Shelver	70	Director and Chief Executive Officer
Clayton Shelver	47	Director, Secretary, Chief Financial Officer and Treasurer
Lyle T. Morse	64	Director

Name	Age	Position(s)
Lawrence Shelver	69	Director and Chief Executive Officer
Clayton Shelver	46	Director, Secretary, Chief Financial Officer and Treasurer
Lyle T. Morse	63	Director

Laurence Shelver. Mr. Shelver previously served as the President of Yukon Fuel Company and its wholly owned subsidiary Yutana Barge Lines. Both these companies operated primarily in Alaska. Under his watch, the companies grew from about $20 million in annual revenues to approximately $100 million, with an EBITDA of $12 million over the course of a five-year period. The companies operated a fleet of tugs, oil barges, tank trucks and tanker airplanes to deliver over 100 million gallons of petroleum products to 12 company-owned tank farms covering geographical regions covering about 70% of the State of Alaska. Mr. Shelver was also directly involved in developing, preparing and implementing the spill plans, safety plans, crew training, and working with the Coast Guard, EPA, Mines Minerals Management, and the Department of Environmental Compliance (State of Alaska) regulators, to ensure the companies’ compliance with applicable rules and regulations. Both Yutana and Yukon Fuel, during Mr. Shelver’s tenure, developed many internal procedures and processes that remain the standard in the area. Innovative leak detection for remote tanks, special procedures for spill boom deployment and specialized crew training are some of the reasons that Yutana won the United States Coast Guard’s Admiral Benkert award in 1996, for being the best environmental small vessel operation in the United States. The award was presented to Yutana in Washington, D.C., by the Commandant of the Coast Guard. Mr. Shelver has additionally held licenses as Master Mariner, Chief Engineer, Tankerman, EPA Incident Commander, American Petroleum Institute tank examiner under API 653, Jet rated Airline Transport Pilot and a Commercial Driver’s License for double and triple trailers. Mr. Shelver has served as Chief Executive Officer (CEO) and on our board of directors since his appointment by the Company on April 18, 2011.

Clayton Shelver, Mr. Shelver, currently the Chief Technology Officer and Director of SARS Corporation, has extensive experience in information technology and remote data communications. Before founding SARS, Mr. Shelver served as Vice President of IT for Yukon Fuel Company from August 1996 to November 2001 and previously was IT Manager for Yutana Barge Lines in Alaska. He has developed ISO 9002 Quality Assurance Programs, managed information technology departments, and been part of mergers and acquisition teams in a number of businesses. Mr. Shelver received a B.A. degree (Information Systems Concentration) and an M.B.A. from the University of Washington. Mr. Shelver has served as Director and Secretary of the Company since his appointment by the Company on September 18, 2009 and as Treasurer and Interim Chief Financial Officer of the Company since his appointment by the Company on April 18, 2011.

Lyle T. Morse. Mr. Morse is currently the Assistant Deputy Secretary serving as Director of Correctional Industries for the State of Washington Department of Corrections, responsible for managing operations of Class II offender work programs at all adult corrections facilities, including over 1,600 offenders and a civilian staff of 240. Mr. Morse is also a member of the Department of Corrections executive staff and reports to the Secretary of Corrections for the purposes of establishing policy in conjunction with the Correctional industries Board of Directors, reporting and testifying to the legislature on program goals, the efficient management of diverse industries at multiple sites and insuring funding for programs primarily from sales of products by maintaining profitable businesses. He has been with the Department of Corrections since 2007. Since 2000, Mr. Morse has also served as the Vice Chair on the Board of Directors of South Sound Bank where he also served on the audit committee and the human resources committee. Prior to 2007, Mr. Morse was the President and Chairman of the Fish Brewing Company, for which he produced ~~and~~an implemented a business plan that fueled its growth and which remains today a strong commercial business in downtown Olympia. Between 1989 and 2001, Mr. Morse also served as President and Chairman of Norse Furniture Corporation for which he implemented computer aided manufacturing systems that enabled the capacity of the plant to grow from a plant $1-$2 million in annual sales, employing a workforce of 25, to over $16 million in sales and employing up to 150 employees. After facilitating the successful sale of Norse Furniture Corporation in 2001, Mr. Morse served for three more years as Director of Marketing. Mr. Morse has received numerous professional awards, including the Governor’s (Washington) Award for Leadership in Management in 2011, the 2009 Department of Corrections Secretary Leadership Award, NWACUHO Life Time Service Award (inaugural recipient), Northwest Association of College and University Housing Officers AIMHO Award for Service (inaugural Award Winner), Association of Intermountain Housing officers NWACUHO Award for Service (only corporate winner in its history), ACUHO I Corporate Friend, and the Association of College and University Housing Officers, International Community Service History. Mr. Morse is a graduate of Western Washington University. Mr. Morse has served on our board of directors since his appointment on July 18, 2011.

3839

Composition of Board of Directors

Our bylaws authorize no less than one (1) and no more than seven (7) directors. As of September 30, ~~2011~~2012, we had three (3) directors on our board of directors (the “Board”): Laurence Shelver, Clayton Shelver, and Lyle T. Morse.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by the Board and hold office until removed by the Board.

Family Relationships

~~None~~Laurence Shelver is the father of Clayton Shelver.

Director or Officer Involvement in Certain Legal Proceedings

Except as otherwise indicated below, to the best of our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

~~Section~~Our ~~16(a) of the Exchange Act requires the Company’s~~ officers, directors and ~~persons~~shareholders ~~who~~owning ~~beneficially~~greater ~~own more~~ than ten percent (10%) of ~~the~~our ~~Company’s~~shares ~~common~~are ~~stock~~not required to file ~~reports~~beneficial of ownership ~~and~~reports ~~changes~~pursuant ~~in ownership with the SEC. These reporting persons also are required~~ to ~~furnish the Company with copies of all~~ Section 16(a) ~~forms they file. None~~ of the ~~officers~~Securities and orExchange ~~directors~~Act of (the ~~Company~~“Exchange ~~have~~Act”) ~~provided~~because towe ~~the~~do ~~Company~~not ~~any~~have ~~filed~~a ~~reports~~class ~~upon their acquisition or disposition~~ of securities ofregistered ~~the~~under ~~Company.~~Section ~~With~~12 ~~the exception~~ of the ~~aforementioned,~~Exchange ~~to the Company’s knowledge, no officers, directors and persons who beneficially own more than 10% of the Company’s common stock have failed to file the reports required pursuant to Section 16(a)~~Act.

Committees of the Board

We do not currently have a separately-designated nominating or compensation committee. Due to the size of our company and the size of the Board, our Board performs the functions of these committees.

Audit Committee

We do not have a separately-designated audit committee. The entire Board performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

3940

ITEM 11.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth certain information concerning the compensation of (ii) our Chief Executive Officer/Chief Financial Officer, (ii) our other two most highly compensated executive officers, and (iii) other personnel required to be disclosed by this Item whose compensation exceeds $100,000, for the fiscal years ended September 30, ~~2011~~2012 and ~~2010~~2011 (collectively, our “named executive officers”).

SUMMARY COMPENSATION TABLE

Name and Principal Position	~~Year~~	~~Salary ($)~~Year	~~Bonus ($)~~	~~Stock Awards ($)~~	Option Awards ($) *	~~Non-Equity~~Salary ~~Incentive Plan Compensation~~ ($)	~~Nonqualified Deferred Compensation Earnings ($)~~	~~All Other Compensation ($)~~	~~Total ($)~~	Bonus ($)		Stock Awards ($)		Option Awards ($) *			Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Clayton Shelver(2) Director, Chief Financial Officer, Treasurer and Secretary	2010 2011	- 0- $104,167	-0- -0-	$2,500(1) -0-	-0- $40,000(3)	-0- -0-	-0- -0-	-0- -0-	$2,500 $144,167
Clayton Shelver(1)			2012			$	250,000				-0-		-0-		-0-			-0-		-0-		-0-	$	250,000
Lance Miyatovich(6) Former Director, Chief Executive Officer, Chief Financial Officer and President	2010 2011	$220,000 -0-	-0- -0-	$50,000(4) -0-	-0- -0-	-0- -0-	-0- -0-	6,200(5) -0-	$276,200 -0-
Director, Chief Financial Officer, Treasurer and Secretary			2011			$	104,167				-0-		-0-	$	40,000	(2)		-0-		-0-		-0-	$	144,167
Laurence Shelver(7) Director and Chief Executive Officer	2010 2011	- 0- $125,000	-0- -0-	-0- $0	-0- $40,000(8)	-0- -0-	-0- -0-	-0- $0	-0- $165,000
Laurence Shelver(3)			2012			$	300,000				-0-		-0-		-0-			-0-		-0-		-0-	$	300,000
John Sams(9) Former Consulting Executive Officer	2010 2011	$150,000 -0-	-0- -0-	-0- $470,000(10)	-0- -0-	-0- -0-	-0- -0-	-0- -0-	$150,000 $470,000
Director and Chief Executive Officer			2011			$	125,000				-0-		-0-	$	40,000	(4)		-0-		-0-		-0-	$	165,000
Joseph Titus(11) Former Consulting Executive Officer	2010 2011	$35,735 $35,735	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	$35,735 $35,735
Doug Daniel(12) Former Consulting Executive Officer	2010 2011	$28,985 $28,985	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	-0- -0-	$28,985 $28,985

(1) InClayton ~~January~~Shelver ~~25,~~was ~~2010,~~appointed weSecretary ~~entered~~and ~~into~~Interim aChief ~~12-month~~Financial ~~consulting~~Officer ~~services~~(CFO) ~~contract~~of ~~with~~the ~~Mr.~~Company ~~Shelver,~~effective ~~and~~April in18, ~~July 2010~~2011, wehaving ~~issued~~previously ~~4,546~~served ~~fully~~as ~~paid,~~a ~~vested~~director ~~and~~of ~~non-assessable~~the ~~shares~~Company ofand ~~our~~as ~~common~~Treasurer ~~stock~~since toSeptember ~~Mr.~~18, ~~Shelver~~2009 and as ~~payment~~a inconsultant ~~full~~of ~~under~~ the ~~consulting~~Company ~~services~~since ~~contract~~January 25, 2010. ~~The~~On ~~value~~May of1, 2011, the ~~shares~~Company ofentered ~~$2,500~~into ~~was~~an ~~recorded~~employment toagreement ~~general~~with ~~and~~Mr. ~~administrative~~Shelver ~~expense~~whereby inhe ~~July~~became ~~2010~~CFO.

(2) On August 1, 2011, Clayton Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. The value of the options of $40,000 was recorded to general and administrative expenses during the year ended September 30, 2011.

(2)	Clayton Shelver was appointed Secretary and Interim Chief Financial Officer (CFO) of the Company effective April 18, 2011, having previously served as a director of the Company and as Treasurer since September 18, 2009 and as a consultant of the Company since January 25, 2010. On May 1, 2011, the Company entered into an employment agreement with Mr. Shelver whereby he became CFO.
(3)	On August 1, 2011, Clayton Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. The value of the options of $40,000 was recorded to general and administrative expenses during the year ended September 30, 2011.
(4)	On January 25, 2010, we issued 12,500,000 shares of our Series A Preferred stock to Lance Miyatovich, our former President and Chief Executive Officer for executive consulting services valued at $50,000. The value assigned to these shares was recorded to general and administrative expense during the year ended September 30, 2010.
(5)	Under the terms of Mr. Miyatovich’s employment contract, he was entitled to reimbursement for rent and life insurance premiums, which amounted to approximately $2,000 and $4,200, respectively, for 2010.
(6)	On October 8, 2010, Lance Miyatovich resigned from his positions as director, President, Chief Financial Officer and Chief Executive Officer of the Company, having previously served in those capacities since his appointment on September 23, 2009.
(7)	Laurence Shelver was appointed Chief Executive Officer (CEO) and to our board of directors effective April 18, 2011. On May 1, 2011, the Company entered into an employment agreement with Mr. Shelver.
(8)	On August 1, 2011, Laurence Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The value of the options of $40,000 was recorded to general and administrative expenses during the year ended September 30, 2011.
(9)	John L. Sams accepted formal appointment to the position of Chairman, President and CEO of the Company on October 8, 2010. Mr. Sams resigned on April 16, 2011. Under the Saratoga Agreement, Mr. Sams will receive no additional payments as to accrued salary. Accordingly, the remaining balance of Mr. Sams’s accrued salary of approximately $210,000 was written off during the year ended September 30, 2011.
(10)	In December 2010, we issued 1,000,000 shares of our common stock to John Sams for executive consulting services valued at $470,000 based on the closing price of our common stock on the date of grant and the expense was recorded to general and administrative expense in the year ended September 30, 2011 as the shares were fully vested as of that date and not forfeitable.
(11)	Joseph J. Titus accepted formal appointment to the position of Chief Operating Officer of the Company on October 8, 2010. Mr. Titus terminated his relationship with the Company in April 2011.
(12)	Douglas A. Daniel accepted formal appointment to the position of Senior Vice President of Corporate Development and Finance of the Company on October 8, 2010. Mr. Daniel terminated his relationship with the Company in April 2011.

(3)	Laurence Shelver was appointed Chief Executive Officer (CEO) and to our board of directors effective April 18, 2011. On May 1, 2011, the Company entered into an employment agreement with Mr. Shelver.

(4)

On August 1, 2011, Laurence Shelver was granted options to purchase 1,903,684 shares of our common stock at an exercise price of $0.03 per share, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The value of the options of $40,000 was recorded to general and administrative expenses during the year ended September 30, 2011.

Narrative Disclosure to the Summary Compensation Table

We had employment agreements with certain of our executives. These agreements are summarized below.

Laurence Shelver – ~~Effective~~ Effective May 1, 2011, we entered into a five-year employment contract with Laurence Shelver pursuant to which Mr. Shelver accepted the position of Chief Executive Officer of the Company at an annual salary of $300,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. Mr. Shelver was also ~~granted~~entitled to an incentive option grant on August 1, 2011, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, or options to purchase 1,903,684 shares of our common stock, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The strike price of the options was set at the five day trailing volume weighted average price for the five trading days prior to the grant date, or $0.03 per share. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. At September 30, 2012 and 2011, we owed Mr. Shelver approximately $420,000 and $120,000, respectively, in accrued salary.

Clayton Shelver – ~~Effective~~ Effective May 1, 2011, we entered into a five-year employment contract with Clayton Shelver pursuant to which Mr. Shelver accepted the positions of Chief Financial Officer and Treasurer of the Company at an annual salary of $250,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. Mr. Shelver was also entitled to an incentive option grant on August 1, 2011, representing not less than 5.0% of the issued and outstanding capital stock of the Company on a non-dilutive basis, or options to purchase 1,903,684 shares of our common stock, requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The strike price of the options was set at the five day trailing volume weighted average price for the five trading days prior to the grant date, or $0.03 per share. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term. At September 30, 2012 and 2011, we owed Mr. Shelver approximately $349,000 and $99,000, respectively, in accrued salary.

David Otto – ~~Effective~~ Effective May 1, 2011, we entered into a five-year employment contract with David Otto pursuant to which Mr. Otto accepted the positions of General Counsel and Vice President of Finance of the Company at an annual salary of $250,000, commencing on the effective date of May 1, 2011. He will also be entitled to a discretionary annual bonus at the sole discretion of the board of directors. At At September 30, 2012 and 2011, we owed Mr. Otto approximately $349,000 and $99,000, respectively, in accrued salary.

Employment Agreements with former executive officers

Effective April 16, 2011, John Sams resigned as Director, President and CEO and David Coloris resigned as Director of the Company. The resignations were not as a result of any disagreement with the Company. As of September 30, 2012 and 2011, we did not owe Mr. Sams or Mr. Coloris any accrued salary.

John Sams Employment Agreement

On March 31, 2010, we entered into an employment letter with John Sams pursuant to which Mr. Sams accepted the position of Chief Executive Officer of the Company at an annual salary of $300,000, commencing on the effective date of March 31, 2010. Mr. Sams resigned on April 16, 2011. In connection with the Saratoga transaction further described at Note 4, Mr. Sams settled all claims under his employment contract. At September 30, 2011 and 2010, we owed Mr. Sams approximately $0 and $91,800, respectively, in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Joseph Titus Employment Agreement

On March 31, 2010, we entered into an employment letter with Joseph Titus pursuant to which Mr. Titus accepted the position of Chief Operating Officer of the Company upon closing of the transactions relating to the acquisition of companies in the natural gas and oil industries, at an annual salary of $225,000, which commences on the effective date of March 31, 2010. No acquisition transactions closed during Mr. Titus’s engagement with the Company, and no formal employment agreement between the parties was completed before Mr. Titus terminated his relationship with the Company in April 2011, and as a result we consider further payment under this contract to be remote. At September 30, 2011 and 2010, we owed Mr. Titus approximately $0 and $76,800 in accrued salary, respectively, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Douglas Daniel Employment Agreement

On March 31, 2010, we entered into an employment letter with Douglas Daniel pursuant to which Mr. Daniels accepted the position of Senior Vice President Corporate Development of the Company upon closing of the transactions relating to the acquisition of companies in the natural gas and oil industries, at an annual salary of $225,000, which commences on the effective date of March 31, 2010. No acquisition transactions closed during Mr. Daniel’s engagement with the Company, and no formal employment agreement between the parties was completed before Mr. Daniel terminated his relationship with the Company in April 2011, and as a result we consider further payment under this contract to be remote. At September 30, 2011 and 2010, we owed Mr. Daniel approximately $0 and $83,500 in accrued salary, respectively, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Lance Miyatovich Agreement

On October 8, 2010, Lance Miyatovich resigned from his positions as President, Chief Financial Officer and Chief Executive Officer and from his position as director of the Company. At September 30, ~~2011~~2012 and ~~2010~~2011, we owed Mr. Miyatovich approximately $205,000 in accrued salary, which was included in accounts payable and accrued expenses in the consolidated balance sheet.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information related to outstanding equity awards for each of the Named Executive Officers as of September 30, ~~2011~~2012:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS								STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price (e)	Option Expiration Date (f)		Number of shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)

Laurence Shelver	1,903,684	(1)	0	0	$	0.03	8/1/2016		0	0	0	0

Clayton Shelver	1,903,684	(1)	0	0	$	0.03	8/1/2016		0	0	0	0

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price (e)	Option Expiration Date (f)	Number of shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Laurence Shelver	1,903,684(1)	0	0	$0.03	8/1/2016	0	0	0	0
Clayton Shelver	1,903,684(1)	0	0	$0.03	8/1/2016	0	0	0	0

(1)

The options were granted on August 1, 2011, pursuant to an employment contract requiring adjustment of the actual number of options upward or downward in the event of an increase or decrease in the issued and outstanding capital stock of the Company following the grant date, during the period commencing upon the grant date through and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options were immediately vested at grant date, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement. The options have a five year term.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of September 30, ~~2011~~2012, the names and numbers of shares of common stock beneficially owned by all persons known to us to be beneficial owners of more than 5% of the outstanding shares of common stock and the names and number of shares beneficially owned by all of our directors and all of our current executive officers and directors as a group.

For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named. The percentages in this table are based on a total of 19,001,000 common shares outstanding as of December 31, 2011. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares which such person or persons has the right to acquire within 60 days after December 31, 2011 is deemed to be outstanding but is not deemed to be outstanding for purposes of computing the percentage ownership of any other person. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated, the business address of each person in the table below is c/o Martin Davis, PLLC, 1200 Westlake Avenue N., Suite 604, Seattle, WA 98109.43

44For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named. The percentages in this table are based on a total of 76,080,035 common shares outstanding as of December 31, 2012. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares which such person or persons has the right to acquire within 60 days after December 31, 2012 is deemed to be outstanding but is not deemed to be outstanding for purposes of computing the percentage ownership of any other person. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated, the business address of each person in the table below is c/o Martin Davis, PLLC, 1200 Westlake Avenue N., Suite 604, Seattle, WA 98109.

Common Stock :
Name	Number of Shares		~~Percent of Common Shares Outstanding (%)~~	Percent of Common Shares Outstanding (%)
Officers and Directors:
Laurence Shelver, Director, President and CEO	~~4,403,684~~	~~(1)(2)~~4,776,182	~~23.~~(1)(2%)(3)		6.3	%
Clayton Shelver, Director and CFO	~~1,908,230~~	~~(3)(4)~~1,908,230	~~10.0%~~(4)(5)		2.5	%
Lyle T. Morse, Director	0	0	*
All directors and executive officers as a group (3 persons)	~~6,311,914~~	6,684,412	~~33.2%~~		8.8	%
5% Shareholders:
Saratoga Capital Partners, LLC	~~10,333,333~~	~~(5)(6)(7)(8)~~18,275,641	~~54.4%~~(6)(7)(8)(9)(10)(11)		24.0	%
5 Westminster Court, San Antonio, TX 78257
601 Union St., Suite 4500, Seattle, WA 98101
Mark Cangany	1,500,000		7.9%
Beleza Capital, LLC		7,215,000	(12)		9.5	%
Peter Cangany	1,000,000	(9)	5.3%
Ryan Wear		5,000,000			6.6	%
Beleza Capital	7,215,000	(10)	38.0%
Ron Tate		24,874,181	(13)(14)(15)(16)(17)		32.7	%
Joan A. Rodgers	2,900,000		15.3%

* Beneficial ownership of less than 1% is omitted.

(1)

In connection with Laurence Shelver’s Employment Agreement, Mr. Shelver was granted an option to purchase 1,903,884 shares of our common stock on August 1, 2011, representing not less than 5.0% of the issued and outstanding shares upon exercise of the option, on a non-dilutive basis until and including the issuance of any securities in financing obtained subsequent to the grant date in excess of $5.0 million. The options are fully vested, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement.

(2)

(3) In ~~January~~December 252011, ~~2010,~~ we entered into a ~~12-month~~10% ~~consulting~~promissory ~~services~~note ~~contract~~ with ~~Mr.~~Laurence Shelver, our CEO and President and a director of the Company in ~~July~~an ~~2010,~~aggregate weprincipal ~~issued~~amount 4of $11,~~546~~175, ~~fully~~due ~~paid~~within five (5) days following the Company’s receipt of a capital financing (or cumulative financings) in the amount of $750,000. ~~vested~~The ~~and~~promissory ~~non-assessable~~note was issued together with a warrant to purchase up to 372,498 shares of our common stock toat ~~Mr.~~an ~~Shelver~~exercise asprice ~~payment~~of in$0.03 ~~full~~per ~~under~~share. ~~the~~The ~~consulting~~warrant ~~services~~expires ~~contract~~in three years.

(4) In ~~connection~~January ~~with Clayton Shelver’s Employment Agreement~~25, ~~Mr. Shelver was granted an option to purchase 1~~2010,~~903,884~~ ~~shares~~we ofentered ~~our~~into ~~common~~a ~~stock~~12-month onconsulting ~~August~~services 1,contract ~~2011,~~with ~~representing not less than 5~~Mr.0% ofShelver, ~~the issued~~ and ~~outstanding~~in ~~shares~~July ~~upon~~2010, ~~exercise~~we ofissued ~~the~~4,546 ~~option~~fully paid, onvested aand non-~~dilutive~~assessable ~~basis~~shares ~~until and including the issuance~~ of ~~any~~our ~~securities~~common instock ~~financing obtained subsequent~~ to ~~the grant date in excess of $5.0 million. The options are fully vested, but forfeitable to the Company prior to their exercise in the event that~~ Mr. Shelver ~~terminates~~as ~~his~~payment ~~employment~~in ~~without~~full ~~cause~~under ~~during~~ the ~~term~~consulting ofservices ~~the employment agreement~~contract.

(5) In ~~May~~connection ~~2011~~with Clayton Shelver’s Employment Agreement, weMr. ~~entered~~Shelver ~~into~~was granted an 8%option ~~Convertible~~to ~~Promissory~~purchase ~~Note~~1,903,884 ~~agreement~~shares inof ~~the~~our ~~amount~~common ofstock ~~$400~~on August 1,~~000~~ ~~with~~2011, ~~Saratoga~~representing ~~Capital~~not ~~Partners,~~less ~~LLC~~than ~~(“Saratoga”),~~5.0% ~~with~~of athe ~~maturity~~issued ~~date~~and outstanding shares upon exercise of ~~June~~the 1option, ~~2012,~~on ~~convertible~~a atnon-dilutive ~~Saratoga’s~~basis ~~option~~until ~~into~~and ~~common~~including ~~stock~~the issuance of any securities in financing obtained subsequent to the ~~Company~~grant atdate in excess of $5.0 million.10 ~~per~~The ~~share~~options are fully vested, but forfeitable to the Company prior to their exercise in the event that Mr. Shelver terminates his employment without cause during the term of the employment agreement.

(6) In September 2011, we entered into a 10% promissory note with Saratoga in the principal amount of $25,000, due upon the Company’s receipt of a capital financing (or cumulative financings) in the amount of $750,000. The promissory note was issued together with a warrant to purchase up to 833,333 shares of our common stock at an exercise price of $0.03 per share. The warrant expires in three years.44

(76) ~~Under~~In ~~the~~May ~~terms~~2011, ofwe entered into an ~~April~~8% ~~2011~~Convertible ~~Stock~~Promissory ~~Sale~~Note ~~Agreement,~~agreement ~~certain~~in ~~investors~~the ~~agreed~~amount toof ~~transfer~~$400,000 ~~their~~with ~~existing~~Saratoga ~~common~~Capital ~~stock~~Partners, ~~ownership~~LLC ~~interests~~(“Saratoga”), inwith ~~the~~a ~~Company~~maturity todate ~~Saratoga.~~of ~~Under~~June ~~the~~1, ~~terms~~2012, ofconvertible ~~the~~at Saratoga’s ~~Agreement,~~option aninto ~~aggregate~~common stock of ~~3,000,000~~the ~~shares~~Company ~~were~~at ~~transferred~~$0.10 toper ~~Saratoga~~share.

(87) ~~Included~~In ~~are~~September 22011,~~500~~ we entered into a 10% promissory note with Saratoga in the principal amount of $25,000, due upon the Company’s receipt of a capital financing (or cumulative financings) in the amount of $750,000. The promissory note was issued together with a warrant to purchase up to 833,333 shares of our ~~Series~~common Astock ~~Preferred~~at ~~stock~~an ~~owned~~exercise byprice ~~Saratoga~~of $0.03 per share. The warrant expires in three years.

(98) ~~While~~Under ~~Peter~~the ~~Cangany~~terms isof aan ~~Member~~April of2011 ~~Saratoga,~~Stock heSale ~~does~~Agreement, ~~not~~certain ~~have~~investors ~~sole~~agreed ~~dispositive~~to ortransfer ~~voting~~their ~~power~~existing ~~over~~common ~~the~~stock ~~shares~~ownership ~~held~~interests byin ~~Saratoga,~~the ~~and~~Company asto ~~such,~~Saratoga. Under the ~~shares~~terms ~~held~~of bythe Saratoga ~~are~~Agreement, ~~excluded~~an ~~from~~aggregate ~~his~~of ~~holdings~~3,000,000 inshares ~~the~~were ~~table~~transferred ~~presentation~~to Saratoga.

(9)

Included are 2,500,000 shares of our Series A Preferred stock owned by Saratoga which are convertible into shares of our common stock on a 1:1 basis.

(10)

In August 2012, under our convertible promissory note agreement with Saratoga, we issued a five-year warrant to purchase 250,000 shares of our common stock at an exercise price of $0.10 per share. In September 2012, under our convertible promissory note agreement with Saratoga, we issued a five-year warrant to purchase 250,000 shares of our common stock at an exercise price of $0.10 per share.

(11)

In August and September 2012, we entered into two 12% convertible promissory notes with Saratoga Capital Partners, LLC, in aggregate principal amount of $50,000, convertible into shares of our common stock at a 35% discount of the volume-weighted average closing sale price per share of the Company’s common stock on the OTC:QB or OTC:BB market, for 10 days immediately prior to conversion, at the earlier of a) following the Company’s acquisition of one or more currently targeted acquisitions in the natural oil and gas industry or b) October 1, 2012, at the option of the holder. The assumed conversion price for purposes of the table at December 31, 2012 is $0.0065.

(12)

Includes 400,000 shares of our common stock held by Beleza Capital and 6,815,000 shares of our Series A Preferred Stock held by Beleza Capital which are convertible into shares of our common stock on a 1:1 basis.

(13)

Includes 12,585,719 shares of our common stock held by Mr. Tate.

(14)

In July 2012, we entered into a 12% promissory note with Mr. Tate and Hailey Hollenbeck in the principal amount of $25,000. The promissory note was issued together with a warrant to purchase up to 250,000 shares of our common stock at an exercise price of $0.10 per share. The warrant expires in five years.

(15)

In July 2012, we entered into a 12% convertible promissory note with Ron Tate and Hailey Hollenbeck in aggregate principal amount of $25,000, convertible into shares of our common stock at a 35% discount of the volume-weighted average closing sale price per share of the Company’s common stock on the OTC:QB or OTC:BB market, for 10 days immediately prior to conversion, at the earlier of a) following the Company’s acquisition of one or more currently targeted acquisitions in the natural oil and gas industry or b) October 1, 2012, at the option of the holder. The assumed conversion price for purposes of the table at December 31, 2012 is $0.0065.

(16)

In June 2012, we entered into a 12% convertible promissory note with Ronald Tate in an aggregate principal amount of $50,000, due the earlier of the Company’s acquisition of one or more currently targeted asset acquisitions in the oil and gas services industry or October 1, 2012 if not previously converted at the option of the holder into shares of the Company’s common stock at a price per share equal to a 35% discount to the volume-weighted average closing per share price of the Company’s common stock on the OTC:QB or OTC:BB market for the 10 trading days immediately prior to either the maturity date or the conversion date, as applicable. The assumed conversion price for purposes of the table at December 31, 2012 is $0.0065.

(1017) ~~Includes~~In ~~400~~June 2012,~~000~~ ~~shares~~we ofentered ~~our~~into ~~common~~a ~~stock~~12% ~~held~~convertible bypromissory ~~Beleza~~note ~~Capital~~with ~~and~~Ron ~~6,815,000~~Tate ~~shares~~in the principal amount of ~~our~~$50,000. ~~Series~~The Apromissory ~~Preferred~~note ~~Stock~~was ~~held~~issued bytogether ~~Beleza~~with ~~Capital~~a ~~which~~warrant ~~are~~to ~~convertible~~purchase ~~into~~up to 500,000 shares of our common stock onat aan ~~1:1~~exercise ~~basis~~price of $0.10 per share.

For purposes of this table, information as to the beneficial ownership of shares of preferred stock is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our preferred stock are beneficially owned, and sole investment and voting power is held, by the person named. The percentages in this table are based on a total of 17,775,000 Series A Preferred shares outstanding as of September ~~January 10~~30, 2012. For purposes of computing the percentage of outstanding shares of our Series A Preferred stock held by each person or group of persons named above, any shares which such person or persons has the right to acquire within 60 days after September 30, ~~2011~~2012 is deemed to be outstanding but is not deemed to be outstanding for purposes of computing the percentage ownership of any other person. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership. ~~Unless otherwise indicated, the business address of each person in the table below is c/o Martin Davis, PLLC, 1200 Westlake Avenue N., Suite 604, Seattle, WA 98109.~~

Series A Preferred Stock :
Name	Number of Shares		~~Percent of Series A Preferred Shares Outstanding (%)~~	Percent of Series A Preferred Shares Outstanding (%)
Lance Miyatovich (former Director and former CEO)	~~3,460,000~~	3,460,000	~~19.5%~~		19.5	%
Beleza Capital, LLC	~~6,815,000~~	6,815,000	~~38.3%~~		38.3	%
Sausalito Capital Partners, LLC	~~1,250,000~~	(1),250,000	~~7.0%~~(1)		7.0	%
c/o Michael F. Silberstein, Esq., 851 Irwin St., Ste 200,
San Rafael, CA 94901
Michael F. Silberstein	~~3,750,000~~	~~(2)~~3,750,000	~~21.1%~~(2)		21.1	%
851 Irwin St., Ste 200, San Rafael, CA 94901
Saratoga Capital Partners, LLC	~~2,500,000~~	2,500,000	~~14.1%~~		14.1	%
5 Westminster Court, San Antonio, TX 78257

(1) Included are 1,250,000 shares of our Series A preferred stock owned by Sausalito Capital Partners. Sausalito does not have voting power over Michael Silberstein’s shares.

(1)	Included are 1,250,000 shares of our Series A preferred stock owned by Sausalito Capital Partners. Sausalito does not have voting power over Michael Silberstein’s shares.
(2)	Included are 3,750,000 shares of our Series A preferred stock owned by Mr. Silberstein. Mr. Silberstein does not have voting power over Sausalito’s shares.

~~(2) Included are 3,750,000 shares of our Series A preferred stock owned by Mr. Silberstein. Mr. Silberstein does not have voting power over Sausalito’s shares.~~46

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options			(b) Weighted- Average Exercise Price of Outstanding Options		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders		7	(1)	$	14,575.00		221
Equity compensation plans not approved by security holders		3,807,368	(2)	$	0.03		-
Total		3,807,375		$	0.06		221

46(1) Consists of 7 shares of common stock underlying awards made pursuant to the 2002 Equity Incentive Plan.

(1) Consists of 7 shares of common stock underlying awards made pursuant to the 2002 Equity Incentive Plan

(2)

Consists of common stock underlying awards made to Laurence Shelver, Director, CEO and President and Clayton Shelver, Director, CFO, Treasurer and Secretary under their employment contracts with us.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Board of Directors Compensation

We do not pay any of our directors cash fees in consideration for their services, attendance at board of director or committee meetings. Directors who also serve as our executive officers do not receive additional compensation in respect of their services as directors.

Related Party Transactions

Significant related party transactions are disclosed in Note 6 to the consolidated financial statements.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-Q and the audit of our annual consolidated financial statements for the fiscal year ended September 30, 2012 was approximately $36,000.

Audit-Related Fees

WeThe ~~were~~aggregate ~~not~~fees billed ~~any fees~~ by our auditors for professional services for audit-related services in the fiscal year ended September 30, ~~2011~~2012 orwere ~~2010~~$46,000. These fees related to audits of acquisition targets of the Company. We were not billed any fees for professional services for audit-related services for 2011.

Tax Fees

~~The~~We ~~aggregate~~were ~~tax~~not ~~related fees~~ billed orany ~~expected~~fees ~~to be billed by our auditors~~ for ~~professional services rendered in connection with~~ tax- related fees, ~~was approximately $5,000~~ for the ~~year~~ years ended September 30, 2012 or 2011.

The aggregate tax related fees billed or expected to be billed by our auditors for professional services rendered in connection with tax-related fees, was approximately $5,000 for the year ended September 30, 2010.

All Other Fees

We were not billed any fees by our auditors for all other non-audit services in the fiscal years ended September 30, ~~2011~~2012 and ~~2010~~2011.

ITEM 15.

EXHIBITS

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

EXHIBIT INDEX

Exhibit No.	Description	Location
3(i)	Articles of Incorporation of Slam Dunk Enterprises, Inc.	Incorporated by reference to Exhibit 3 of the Company’s Form SB-2 filed August 9, 2001
3(ii)	Bylaws	Incorporated by reference to Exhibit 3 of the Company's Form SB-2 filed August 9, 2001
3.1	Articles of Amendment to the Articles of Incorporation of Slam Dunk Enterprises, Inc. changing name to Mountain States Lending, Inc.	Incorporated by reference to Exhibit 3.1 of the Company's Form SB-2 filed August 9, 2001
3.2	Articles of Incorporation of Mountain Eagle Homes, Inc.	Incorporated by reference to Exhibit 3.2 of the Company’s Form SB-2 filed August 9, 2001
3.3	Articles of Amendment to the Articles of Incorporation of Mountain States Lending, Inc., including a name change to Mountain States Holdings, Inc.	Incorporated by reference to Exhibit 3.3 of the Company’s Form 10-KSB filed March 31, 2003
3.4	Articles of Amendment to the Articles of Incorporation of Mountain States Holdings, Inc.	Incorporated by reference to Exhibit 3.4 of the Company’s Form 10-KSB filed April 17, 2004
3.5	Articles of Amendment to the Amendment to Articles of Incorporation of Better Biodiesel, Inc.	Incorporated by reference to Exhibit 3.5 of the Company’s Form 8-K filed January 15, 2008
4.1	Promissory Note issued to Sausalito Capital Partners I, LLC	Incorporated by reference the Company’s Form 10-KSB filed January 2, 2007
4.2	Security Agreement issued to Sausalito Capital Partners I, LLC	Incorporated by reference the Company’s Form 10-KSB filed January 2, 2007
4.3	Form of Subscription Agreement for Common Stock	Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed September 5, 2006
4.4	Loan Agreement, Promissory Note and Warrant with Sausalito Capital Partners I, LLC	Incorporated by reference to Exhibit 4.4 of the Company’s Form 8-K filed February 20,2007
4.5	Subscription Agreement from National Real Estate Solutions Group Inc.	Incorporated by reference to Exhibit 4.5 of the Company’s Form 8-K filed February 20,2007
4.6	Subscription Agreement	Incorporated by reference to Exhibit 4.6 of the Company’s Form 8-K filed May 8,2007
10.1	Share Exchange Agreement by and among Mountain States Holdings, Inc. and Domestic Energy Partners, LLC and the security holders of Domestic Energy Partners, LLC	Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed September 5, 2006
10.2	REDD Engineering Engagement	Incorporated by reference the Company’s Form 10-KSB filed January 2, 2007

10.3	Assignment of Intellectual Property	Incorporated by reference to Exhibit 10.3 of the Company’s Form 10-KSB filed January 2, 2007
10.5	Agreement with TSG-LLC	Incorporated by reference to Exhibit 10.5 of the Company’s Form 10-QSB filed February 22, 2007, 2006
10.6	Asset Purchase, Settlement and Mutual Release Agreement, dated December 20, 2007	Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed December 21, 2007
10.7	Share Exchange with GeoAlgae Technology, Inc., dated January 10, 2008	Incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed January 15, 2008
10.8	Letter re change in certifying accountant	Incorporated by reference to Exhibit 16.1 of the Company’s Form 8-K/A filed October 30, 2006

EXHIBIT INDEX

10.9		Consulting Services Agreement with Joseph Martin, LLC, dated January 18, 2008	Incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K filed January 24, 2008
Exhibit No.	Description of Exhibit
10.10		Consulting Services Agreement with Shropshire Capital Holdings, LLC, dated January 17, 2008	Incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K filed January 24, 2008
10.29	Stock Purchase Agreement of Magna Energy Services, LLC dated October 5, 2010, incorporated y reference to the Form 10-K filed January 13, 2011.
10.11		Consulting Services Agreement with 18KT.TV, LLC, dated January 18, 2008	Incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K filed January 24, 2008
10.30	Amendment to Magna Stock Purchase Agreement dated October 29, 2010, incorporated by reference to the Form 10-K filed January 13, 2011.
10.12		Consulting Services Agreement with Barry Davis, dated January 18, 2008	Incorporated by reference to Exhibit 10.12 of the Company’s Form 8-K filed January 24, 2008
10.31	Amendment No. 4 to Stock Purchase Agreement of Collins Construction, Inc., dated November 30, 2010, incorporated by reference to the Form 10-K filed January 13, 2011.
10.13		Consulting Services Agreement with 144Media, LLC, dated January 18, 2008	Incorporated by reference to Exhibit 10.13 of the Company’s Form 8-K filed January 24, 2008
10.32	Stock Purchase Agreement of Moody Construction & Sons, Inc., dated February 4, 2011, incorporated by reference to the From 10-Q filed February 22, 2011.
10.14		Consulting Services Agreement with Capital Group Communications, Inc., dated January 18, 2008	Incorporated by reference to Exhibit 10.14 of the Company’s Form 8-K filed January 24, 2008
10.33	Engagement Agreement with Mosaic Capital LLC and Mosaic Capital Securities LLC, dated April 21, 2011, incorporated by reference to the Form 8-K/A filed April 27, 2011.
10.15		Consulting Services Agreement with Focus Earth, Inc., dated January 18, 2008	Incorporated by reference to Exhibit 10.15 of the Company’s Form 8-K filed January 24, 2008
10.34	Stock Purchase Agreement of Lary Archer & Associates, Inc., dated July 12, 2011, incorporated by reference to the From 8-K filed July 15, 2011
10.16		Employment Agreement with Allen Perron, dated January 18, 2007	Incorporated by reference to Exhibit 10.16 of the Company’s Form 8-K filed January 24, 2008
10.35	Employment Agreement with Laurence Shelver dated May 1, 2011, filed herewith
10.17		Employment Agreement with Kenneth Bennett First Amendment to the Share Exchange	Incorporated by reference to Exhibit 10.17 of the Company’s Form 8-K filed March 11, 2008
10.36	Employment Agreement with Clayton Shelver dated May 1, 2011, filed herewith
10.18		Agreement with GeoAlgae Technology, Inc., dated March 12, 2008	Incorporated by reference to Exhibit 10.18 of the Company’s Form 8-K filed March 19, 2008
10.37	Employment Agreement with David Otto date Mat 1, 2011, filed herewith
10.19		Share Exchange Agreement with EnviroPlastics Corporation, dated March 3, 2009	Incorporated by reference to Exhibit 10.19 of the Company's Form 8-K filed March 4, 2009
10.38	Equity Purchase Agreement with El Gas North America, LLC, incorporated by reference to the Company’s Form 8-K filed November 16, 2011
10.20		Amendment No. 1 to Share Exchange Agreement, dated June 24, 2009	Incorporated by reference to Exhibit 10.20 of the Company's Form 8-K filed June 25, 2009
31.1	Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.21		Stock Purchase Agreement of Collins Construction, Inc. Dated March 29, 2010	Incorporated by reference to the Form 10-Q for the quarter ended March 31, 2010
32.1	Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.10	Press Release Dated October 8, 2010, incorporated by reference to the Company’s Form 8-K filed October 13, 2010
99.11	Press Release Dated October 8, 2010, incorporated by reference to the Company’s Form 8-K filed October 13, 2010
99.12	Press Release Dated December 1, 2010, incorporated by reference to the Company’s Form 8-K filed December 1, 2010
99.13	Press Release Dated February 7, 2011, incorporated by reference to the Company’s Form 8-K filed February 7, 2011
99.14	Press Release Dated July 14, 2011, incorporated by reference to the Company’s Form 8-K filed February 15, 2011
99.14	Press Release Dated November 16, 2011, incorporated by reference to the Company’s Form 8-K filed November 16, 2011
101	The following financial statements from the Company’s 10-K for the fiscal year ended September 30, 2012, formatted in XBRL: (i) Consolidated Statements of Earnings, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows (iv) Consolidated Statements of Equity (v) Notes to Consolidated Financial Statements

10.22	Stock Purchase Agreement of H&M Precision Products, Inc. Dated March 30, 2010	Incorporated by reference to the Form 10-Q for the quarter ended March 31, 2010
10.23	Amendment No. 1 Stock Purchase Agreement of H&M Precision Products, Inc. Dated April 14, 2010	Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2010
10.24	Amendment No. 2 to Stock Purchase Agreement of H&M Precision Products, Inc., dated May 27, 2010	Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2010
10.25	Amendment No. 1 Stock Purchase Agreement of Collins Construction, Inc. Dated June 1, 2010	Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2010
10.26	Amendment No. 3 to Stock Purchase Agreement of H&M Precision Products, Inc., dated July 1, 2010	Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2010
10.27	Amendment No. 2 to Stock Purchase Agreement of Collins Construction, Inc., dated July 14, 2010	Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2010
10.28	Amendment No. 3 to Stock Purchase Agreement of Collins Construction, Inc., dated September 9, 2010	Incorporated by reference to Form 10-K filed January 13, 2011
10.29	Stock Purchase Agreement of Magna Energy Services, LLC dated October 5, 2010	Incorporated by reference to Form 10-K filed January 13, 2011
10.30	Amendment to Magna Stock Purchase Agreement dated October 29, 2010	Incorporated by reference to Form 10-K filed January 13, 2011

10.31 Amendment No. 4 to Stock Purchase Agreement of Collins Construction, Inc., dated November 30, 2010 Incorporated by reference to Form 10-K filed January 13, 2011

10.32 Stock Purchase Agreement of Moody Construction & Sons, Inc., dated February 4, 2011 Incorporated by reference to Exhibit 10.32 of the Company’s Form 10-Q filed February 22, 2011

10.33		Engagement Agreement with Mosaic Capital, LLC		Incorporated by reference to Exhibit 10.33 of the Company’s Form 8-K filed April 25, 2011
10.34		Archer Stock Purchase Agreement, dated July 12, 2011		Incorporated by reference to the Company’s Form 8-K filed July 15, 2011

16.1	Letter re change in certifying accountant	Incorporated by reference to Exhibit 16.1 of the Company’s Form 8-K/A filed October 30, 2006
21.1	Subsidiaries of Better Biodiesel	Incorporated by reference to Form 10-KSB filed January 15, 2008
23.1	Consent of Peterson Sullivan, PLLC, independent registered public accountants regarding Better Biodiesel, Inc.	Incorporated by reference to Form 10-KSB filed January 15, 2008

23.2	Consent of Schumacher and Associates, Inc.	Incorporated by reference to Form 10-KSB filed January 15, 2008
31.1	Certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith
31.2	Certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith
32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith
32.2	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith
99.1	Financial Statements	Incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed December 18, 2006
99.2	Press Release Issued May 8, 2007	Incorporated by reference to Exhibit 99.2 of the Company’s Form 8-K filed May 8, 2007
99.3	Press Release Issued June 20, 2007	Incorporated by reference to Exhibit 99.3 of the Company’s Form 8-K filed June 20, 2007

99.4	Press Release Issued June 20, 2007	Incorporated by reference to Exhibit 99.4 of the Company’s Form 8-K filed June 20, 2007
99.5	Press Release Issued July 31, 2007	Incorporated by reference to Exhibit 99.5 of the Company’s Form 8-K filed July 31, 2007
99.6	Letter of Intent between Better Biodiesel, Inc. and Green Energy Technology, Inc.	Incorporated by reference to Exhibit 99.6 of the Company’s Form 8-K filed November 6, 2007
99.7	Letter of Intent between Better Biodiesel, Inc., Ron and Mary Crafts, John, James and Lynn Crawford, and Culinary Crafts, LLC.	Incorporated by reference to Exhibit 99.7 of the Company’s Form 8-K filed November 6, 2007
99.8	Letter of Intent with GeoAlgae Technology, Inc.	Incorporated by reference by reference to Exhibit 99.8 of the Company’s Form 8-K filed December 21, 2007
99.9	Press Release Dated March 7, 2008	Incorporated by reference to Exhibit 99.9 of the Company’s Form 8-K filed March 11, 2008
99.10	Press Release Dated October 10, 2010	Incorporated by reference to Exhibit 99.10 of the Company’s Form 8-K filed October 13, 2010
99.11	Press Release Dated October 13, 2010	Incorporated by reference to Exhibit 99.11 of the Company’s Form 8-K filed October 13, 2010
99.12	Press Release Dated December 1, 2010	Incorporated by reference to Exhibit 99.12 of the Company’s Form 8-K filed December 1, 2010
99.13	Press Release Dated February 7, 2011	Incorporated by reference to Exhibit 99.13 of the Company’s Form 8-K filed February 7, 2011
99.14	Press Release Dated July 14, 2011	Incorporated by reference to the Company’s Form 8-K filed July 15, 2011
99.15	Press Release Dated November 16, 2011	Incorporated by reference to the Company’s Form 8-K filed November 16, 2011

SIGNATURES

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

Dated: January 13, 2012	GeoBio Energy, Inc.
Dated: January 14, 2013	GeoBio Energy, Inc.
	By: /s/ Laurence Shelver
	By:	/s/ Laurence Shelver
	Laurence Shelver

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature/Date		Title
/s/ Laurence Shelver /January 13, 2012		Chief Executive Officer (principal executive officer),
/s/ Laurence Shelver /January 14, 2013		Chief Executive Officer (principal executive officer),
Laurence Shelver		Chief Financial Officer (principal accounting officer)
		and Director

Filing Compare · GeoBio Energy, Inc.