UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~SECURITIES~~FORM ~~AND EXCHANGE COMMISSION~~10-K

~~Washington,~~x Annual Report Pursuant to Section 13 or 15(D~~.C. 20549~~) of the Securities Exchange Act of 1934

~~Form~~for ~~10-K~~the fiscal year ended December 31, 2012

x¨ Transition ~~ANNUAL~~Report ~~REPORT~~Under ~~UNDER~~Section ~~SECTION~~ 13 ORor 15(dD) of OFthe ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

~~For~~for the ~~fiscal~~transition ~~year~~period ~~ended~~from ~~September~~_______________ to ~~30, 2011~~_______________

ORCommission File Number: 000-54564

¨RIO BRAVO ~~TRANSITION~~OIL, ~~REPORT~~INC. (Exact ~~UNDER~~name ~~SECTION~~of 13small ORBusiness ~~15(d)~~Issuer OFas ~~THE~~specified ~~SECURITIES~~in ~~EXCHANGE~~its ~~ACT OF 1934~~charter)

For the transition period from_____________ to _____________.

Nevada	42-1771917
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

5858 Westheimer, Suite 699
Houston, TX	77057
(Address of principal executive offices)	(Zip Code)

~~Commission~~Issuer's ~~file~~telephone number, ~~000~~including area code: (713) 787-~~54564~~9060

~~SOTON HOLDINGS GROUP, INC.~~n/a

~~(Exact~~Former ~~name~~address ofif ~~registrant~~changed assince ~~specified~~last ~~in its charter)~~report

Nevada	42-1771917
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
180 Madison Avenue, Suite 1702
New York, NY	10016
(Address of principal executive offices)	(Zip Code)

Securities registered under Section 12(b) of the Exchange Act: None

~~Registrant’s~~Securities ~~telephone~~registered ~~number,~~under ~~including~~Section ~~area code~~ 12(~~281~~g) of ~~724-3810~~the Exchange Act:

~~Securities~~Common ~~registered~~Stock, ~~pursuant~~par tovalue ~~Section~~$0.001 ~~12(b) of the Act:~~per share

~~Title~~Indicate ofby ~~each~~check ~~class~~mark ~~Name~~if ofthe ~~each~~registrant ~~exchange~~is ona ~~which~~well-known ~~registered~~seasoned issuer, ~~None~~as ~~None~~defined in Rule 405 of the Securities Act. Yes ¨ No x.

~~Securities~~Indicate ~~registered~~by check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the Act:. Yes ¨ . No x

~~Common~~Check ~~Stock~~whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~par~~and ~~value~~(2) $0has been subject to such filing requirements for the past 90 days.~~001~~ Yes x No o

~~(Title~~Check if there is no disclosure of delinquent ~~class)~~filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will 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. o

Indicate by check mark ifwhether the registrant is a ~~well~~large accelerated filer, an accelerated filer, a non-~~known~~accelerated ~~seasoned~~filer ~~issuer~~or a smaller reporting company. See the definitions of “large accelerated filer,” as“accelerated ~~defined~~filer” inand ~~Rule~~“smaller ~~405~~reporting company” in Rule 12b-2 of the ~~Securities~~Exchange Act. ~~Yes ¨ No x~~

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~o ifAccelerated ~~the~~Filer ~~registrant~~o isNon-Accelerated ~~not~~Filer ~~required~~o to(Do ~~file~~not ~~reports~~check ~~pursuant~~if toa ~~Section~~smaller 13reporting ~~or 15(d~~company) ofSmaller ~~the~~Reporting ~~Act. Yes~~Company x ~~No ¨~~

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~shell ~~all~~company (as ~~reports~~defined ~~required~~in toRule be12b-2 ~~filed by Section 13 or 15(d)~~ of the ~~Securities~~ Exchange Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~)~~, and (2) has been subject to such filing requirements for the past 90 days~~. o Yes x No ¨

~~Indicate~~State bythe ~~check~~aggregate ~~mark~~market ifvalue ~~disclosure~~ of ~~delinquent~~the ~~filers~~voting ~~pursuant~~and tonon-voting common ~~Item~~equity ~~405~~held ofby ~~Regulation S~~non-Kaffiliates iscomputed ~~not~~by ~~contained~~reference ~~herein,~~to ~~and~~the ~~will~~price ~~not~~at bewhich ~~contained~~the common equity was last sold, toor the ~~best~~average bid and asked price of ~~registrant's~~such ~~knowledge~~common equity, inas ~~definitive~~of ~~proxy~~the orlast ~~information~~business ~~statements~~day ~~incorporated~~of bythe ~~reference~~registrant’s inmost ~~Part~~recently ~~III~~completed ofsecond fiscal ~~this~~quarter ~~Form~~(June ~~10-K~~30, or2012)—$24,472,899 ~~any~~(calculated ~~amendment~~based toupon ~~this~~28,791,647 ~~Form~~shares ~~10-K~~at $0. ¨85 per share)

~~Indicate~~State ~~by check mark whether~~ the ~~registrant~~number isof ashares ~~large~~outstanding ~~accelerated~~of ~~filer,~~the anregistrant's ~~accelerated~~$.001 par ~~filer,~~value acommon ~~non-accelerated~~stock ~~filer,~~as orof athe ~~smaller~~close ~~reporting company. See definitions~~ of ~~“large~~business ~~accelerated~~on ~~filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of~~ the ~~Exchange~~latest ~~Act.~~practicable date (~~Check~~April ~~one~~5, 2013): 32,592,686

~~Large~~Documents ~~accelerated~~incorporated ~~filer~~by ¨reference: ~~Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x~~None.

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

Aggregate market value of the voting stock held by non-affiliates: $168,750 as based on last reported sales price of such stock. The voting stock held by non-affiliates on that date consisted of 675,000 shares of common stock.

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of December 22, 2011, there were 3,175,000 shares of common stock, par value $0.001, issued and outstanding.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

Soton Holdings Group, Inc.

TABLE OF CONTENTS

PART I
ITEM 1 – BUSINESS	2
ITEM 1.	BUSINESS	3
ITEM 1B – UNRESOLVED STAFF COMMENTS	11
ITEM 1A.	RISK FACTORS	9
ITEM 2 - PROPERTIES	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9
ITEM 3 - LEGAL PROCEEDINGS	11
ITEM 2.	PROPERTIES	9
ITEM 4 – (REMOVED AND RESERVED)	11
ITEM 3.	LEGAL PROCEEDINGS	14
PART II
ITEM 4.	[REMOVED AND RESERVED]	14
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
PART II
ITEM 6 – SELECTED FINANCIAL DATA	13
ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	14
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	13
ITEM 6.	SELECTED FINANCIAL DATA	16
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	16
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9A – CONTROLS AND PROCEDURES	18
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
ITEM 9B – OTHER INFORMATION	19
ITEM 9A.	CONTROLS AND PROCEDURES	27
PART III
ITEM 9B.	OTHER INFORMATION	29
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE	20
PART III
ITEM 11 – EXECUTIVE COMPENSATION	22
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	29
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	25
ITEM 11.	EXECUTIVE COMPENSATION	31
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	31
ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES	26
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	32
PART IV
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	33
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES	28
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	34
SIGNATURES		35

PART I

Explanatory Note

This annual report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1 – BUSINESS

Corporate History

Soton Holdings Group, Inc. (“We,” “Soton” or “Company”) was incorporated in Nevada on June 9, 2010, under the laws of the State of Nevada, and has historically operated a wine bottle distribution business. Since inception and through September 30, 2011, our business operations were limited to primarily, the development of a business plan, the completion of private placements for the offer and sale of our common stock for aggregate proceeds of $22,750, discussing the supply of wines bottles with potential customers, and the signing of a Letter of Intent with our potential customer, Khan Krum Winery, a private Bulgarian company producing wine. The letter of intent is a document that only expresses a stated intent for future negotiation. On November 25, 2010, we entered into a Bottle Supply Agreement with Hangzhou Yangcheng Company, Ltd., a Chinese bottle producer, wherein we agreed to purchase wine bottles from Hangzhou. On August 15, 2011, we signed an Amendment No. 1 to the Bottle Supply Agreement with Hangzhou wherein we modified our obligation to purchase bottles under the agreement, eliminating the requirement to make a minimum purchase of bottles, as well the termination provisions. We are a development stage company and cannot state with certainty whether we will achieve profitability. We do not have revenues, have minimal assets and have incurred losses since inception. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months.

On November 22, 2011, we underwent a change of control when our two largest shareholders sold their shares in the company to Petrina Advisors, Inc., and, as a result of that transaction, a new Board of Directors and new executive officers were appointed. Our new management has decided to pursue a new direction for the company, most likely in the oil and gas industry. As a result, on December 16, 2011, we filed a Preliminary Information Statement on Schedule 14-C disclosing that the holder of a majority of our common stock voted to (i) approve an amendment to the Company’s Articles of Incorporation to (a) change the name of the Company from Soton Holdings Group, Inc. to “Rio Bravo Oil, Inc.”, (b) increase the authorized common stock from 75,000,000 shares, par value $0.001, to 120,000,000 shares, par value $0.001, and (c) create a class of preferred stock, consisting of 30,000,000 shares, par value $0.001, the rights, privileges, and preferences of which may be set by the Company’s Board of Directors without further shareholder approval; and (ii) grant the Board of Directors the authority to amend the Company’s Articles of Incorporation in the future for the purpose of effectuating a forward stock split at a ratio between 2-for-1 and 35-for-1 without further approval by the shareholders. Although these actions have been approved by the holder of a majority of our voting securities we cannot effect these actions until we have filed a Definitive Information Statement on Schedule 14-C, mailed the Information Statement to our shareholders, at least 20 days have passed since we mailed the document to our shareholders, properly notify FINRA under FINRA Rule 6490, and FINRA has approved the actions. We hope to effect these actions on or before the end of January, 2012.

AsFORWARD ~~noted~~LOOKING above, the primary purpose of these corporate actions is to prepare the company for a new business focus which our management currently plans to be in the oil and gas industry with the likely shift being accomplished by acquiring existing oil and gas companies, leases and/or interests. However, we do not currently have any agreements in place to purchase any oil and gas companies, leases and/or interests and if our management’s plans in that regard fail we could still pursue interests in the wine bottle distribution business.STATEMENTS

~~Since~~This Annual Report on Form 10-K (the “Report”), ~~change~~including ”Management’s Discussion and Analysis of ~~control~~Financial ~~transaction~~Condition and ~~decision~~Results toof ~~pursue~~Operations” in aItem 7 ~~new~~contains ~~business~~forward-looking ~~focus~~statements ~~did~~within ~~not~~the ~~occur~~meaning ~~until~~of ~~after~~the ~~our~~Private ~~fiscal~~Securities ~~year~~Litigation ~~end~~Reform ~~(September~~Act ~~30,~~of ~~2011)~~1995 regarding future events and the future results of Rio Bravo OIl, ~~because~~Inc. weand ~~still~~its ~~have~~consolidated ~~agreements~~subsidiaries in(the ~~place~~“Company”) ~~related~~that are tobased ~~our~~on ~~wine~~management’s ~~distribution~~current ~~business~~expectations, estimates, projections and ~~because~~assumptions weabout ~~could~~the ~~still~~Company’s ~~ultimately~~business. Words ~~end~~such upas ~~pursuing~~“expects,” ~~that~~“anticipates,” ~~business~~“intends,” ~~focus~~“plans,” ~~the~~“believes,” “sees,” ~~following~~“estimates” ~~discussion~~and ~~relates~~variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that ~~business~~are difficult to predict. ~~Our~~ ~~current~~Therefore, ~~management~~actual ~~does~~outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not ~~have~~limited ~~any~~to, ~~experience~~those discussed in the ~~wine~~“Risk ~~distribution~~Factors” section ~~business~~in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. ~~This~~ ~~discussion~~In isaddition, ~~followed~~such statements could be affected by ageneral ~~brief~~industry ~~discussion~~and market conditions. Such forward-looking statements speak only as of ~~our~~the ~~current~~date ~~managements~~of ~~intentions~~this ~~about~~Report aor, ~~new~~in ~~business~~the ~~focus~~case ~~which~~of ~~follows~~any document incorporated by reference, the ~~discussion~~date of ~~our~~that ~~business~~document, ~~through~~and ~~September~~we 30do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, ~~2011~~investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

~~General~~PART ~~Business Overview as of September 30, 2011~~I

We were formed as a corporation pursuant to the laws of Nevada on June 9, 2010. We have not started operations. To date, we have signed of a Letter of Intent with a potential customer, Khan Krum Winery, a private Bulgarian company producing wine and have primarily been involved in organizational activities. On November 25, 2010, we entered into a Bottle Supply Agreement with Hangzhou Yangcheng Company, Ltd., a Chinese bottle producer, wherein we agreed to purchase wine bottles from Hangzhou. On August 15, 2011, we signed an Amendment No. ITEM 1 to the Bottle Supply Agreement with Hangzhou wherein we modified our obligation to purchase bottles under the agreement, eliminating the requirement to purchase a minimum number of bottles, as well the termination provisions. ~~Our plan of operation is forward-looking and there is no assurance that we will ever complete our plan of operation~~ BUSINESS. ~~We are a development stage company and have not earned any revenue and have only recently commenced operations.~~

From inception and at September 30, 2011, our business was the distribution of wine bottles produced in China with the plan to offer our products at prices marked-up from 20% to 30% of our purchase price.Background

Our working capital as at September 30, 2011 was $2,463. The total estimated amount of funds required to develop the wine bottle distribution business is estimated to be $24,000. If we pursued the wine bottle distribution business, we anticipate that the minimum additional capital necessary to fund our planned operations for the next 12-month period would be approximately $10,000 and would be needed for general administrative expenses, business development, marketing costs, support materials and costs associated with being a public reporting company. We have not generated any revenue from operations to date. If we elected to try and expand our wine bottle distribution business, we anticipate that we would have to raise additional funding. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our officers and/or directors, but we do not have any agreements in place with them for an future fund advances.Overview

~~There~~In ~~are~~January ~~many~~2012, ~~different~~Rio ~~types~~Bravo ofOil, ~~wine bottles used for different wine~~Inc. ~~Each~~(f/k/a/ Soton ~~type~~Holdings ~~is constant in its size~~Group, ~~shape and color~~Inc. ~~Wine~~), ~~bottle~~a ~~producers~~Nevada ~~manufacture~~corporation ~~bottles~~(the of“Company”) ~~almost~~determined ~~the~~to ~~same~~change ~~type~~its ~~using~~business ~~generally~~plan ~~accepted~~to ~~standards.~~focus ~~The~~on the ~~quality~~oil ofand agas ~~bottle~~industry isand ~~measured~~to byseek, ~~weight~~investigate, ~~color~~and, ~~transparency~~if warranted, ~~geometry~~acquire ofone ~~the~~or ~~bottle~~more ~~and~~properties ~~quality~~or ofbusinesses ~~glass~~in ~~used~~the ~~for~~oil ~~production~~and gas ~~(inclusions~~industry, ~~bubbles~~ and ~~etc.).~~to ~~The~~pursue ~~main characteristic of wine bottle is weight, as~~ other ~~characteristics~~related doactivities ~~not~~intended ~~vary~~to ~~significantly~~enhance ~~from~~shareholder ~~manufacture to manufacture~~value. The ~~weight~~acquisition ~~can~~of ~~vary~~the ~~from~~oil ~~200~~and ~~grams~~gas assets todescribed ~~almost~~herein 1was ~~kg.~~undertaken ~~The~~in ~~good~~furtherance ~~quality~~of ~~bottle~~that ~~has weight from 350 grams to 550 grams~~strategy.

~~Hangzhou~~The ~~Yangcheng~~Management ~~Company,~~of ~~Ltd.~~the Company has ~~been~~adopted a ~~producing~~strategy ~~wine~~of ~~bottles~~developing ~~for~~a 9growth-oriented ~~years~~independent energy and production company with a focus on development of proven undeveloped reservoirs and expansion of fields through unconventional methods of resource development. The ~~bottles~~Company ~~supplied~~has bybegun ~~Hangzhou~~to ~~Yangcheng~~execute ~~Company,~~this strategy ~~Ltd.~~through ~~would~~it’s beacquisitions ~~produced~~and ~~using~~aggregation ~~generally~~of ~~accepted~~certain ~~standards,~~working ~~weight~~interests located within ~~acceptable~~the ~~range~~Luling Edwards, ~~meet~~Darst Creek ~~color~~Luling Branyon, ~~transparency~~and Salt Flat fields in Texas, (collectively referred to as the “Luling Edwards Fields”). It has been the Company’s strategy to acquire certain significant working interests and ~~geometry~~assets ~~requirements~~within productive Edwards reservoirs, to additionally acquire additional rights associated with its targeted leases and ~~therefore~~to ~~are~~obtain ~~high~~secondary ~~quality~~development opportunities.

Material Events

Operations:

In July 2011, Pan American Oil Company, LLC (“Pan American”) entered into a preliminary purchase and sale agreement with Rio Bravo Oil, LLC in which Pan American agreed to purchase all of Rio Bravo Oil LLC’s right, title and interest in its approximate 27% working interest and 23% net revenue interest in certain leaseholds in the Luling-Edwards Field. The purchase price was approximately $1.5 million in cash with a requirement to close on or before November 30, 2011. The agreement was subsequently modified to include Rio Bravo’s approximate 3.345% working interest and 12.5% net revenue interest (after overrides) in certain leaseholds in the Bateman Field and the purchase price was increased to include approximately an additional $1.7 million in cash with the acquisition date extended until Pan American was able to arrange funding. In February 2012 the agreement was modified again such that the assets included in the amended purchase and sale agreement included the original Luling-Edwards Field leaseholds and an option to purchase the Bateman Field leaseholds. This transaction closed on February 13, 2012. In November 2011, Pan American Oil Company, LLC entered into two separate purchase and sale agreements with entities that were sold partial interests in the Luling-Edwards field by Rio Bravo Oil, LLC in March 2010. The agreements called for Pan American to purchase approximately 20.75% net revenue interest and 30% working interest in the leaseholds in the Luling-Edwards field and had a combined purchase price of $300,000 in cash and the requirement of Pan American to deliver $500,000 worth of the shares of preferred stock Pan American receives in connection with a sale of its interests to a public company.

ToOn ~~minimize~~February ~~problems associated with the purchase of low-quality~~13, ~~damaged or misrepresented products~~2012, wethe ~~would~~Company ~~only~~entered into ~~utilize suppliers providing~~ a 30share ~~day full-money-refund/~~exchange ~~return~~agreement ~~policy~~with toPan ~~purchase wine bottles~~American. ~~However,~~Pursuant ~~rectification~~to of the ~~above~~Agreement, ~~mentioned~~Pan ~~problems~~American asexchanged ~~well~~its ~~shipping~~outstanding ~~time~~membership interests ~~needed~~for ~~to return low-quality~~5,500,000 ~~damaged~~shares orof ~~misrepresented~~Rio ~~products~~Bravo’s toSeries aA ~~supplier~~Preferred ~~can~~stock beand ~~time~~the ~~consuming,~~assumption ~~which~~of ~~may~~approximately ~~negatively~~$3.3 ~~affect~~million ~~our operating results~~of liabilities.

~~Product~~In ~~Overview~~June 2012, the Company consummated two transactions to acquire additional leasehold rights to acreage in Guadeloupe and Caldwell Counties, Texas. In the first agreement, the Company entered into a purchase and sale agreement with Numa Luling, LLC in which the Company acquired all of Numa Luling, LLC’s right, title and interest (25% working interest and 25% net revenue interest, subject to 25% ORRI) in leasehold rights to the same formation, the Edwards formation, held by the Company. The purchase price for the acquisition of interests held by Numa Luling, LLC was 3,250,000 shares of Series B Preferred stock, which the Company valued at $3.466 million. The second acquisition was an asset purchase agreement with Eagle Ford Oil Co, Inc. in which the Company acquired 80% of the leasehold interests held by Eagle Ford Oil Co, Inc.. The leaseholds acquired are for depths other than the Edwards formation on the same acreage as the leaseholds owned by the Company. As part of the agreement, the Company agreed to carry the remaining 20% interest for drilling and swabbing operations, but not for leasehold operating expenses. The purchase price was payment of approximately $2 million in cash plus a note in the amount of $225,000 plus the assumption of certain payment obligations to the bankruptcy estate of the previous owner of the leasehold rights. One of the payment obligations calls for the Company to pay to the bankruptcy estate $5,000 per well drilled to a maximum of 200 wells and if that total is not met a balloon payment is due on March 16, 2016 for the difference between $1 million and the per well amount funded through March 16, 2016.

AIn ~~wine~~2012, ~~bottle~~the isthird aparty ~~bottle~~operator ~~used~~ for ~~holding~~the Company’s ~~wine,~~leasehold interests commenced several drilling and ~~is,~~work-over ~~generally~~programs ~~speaking,~~targeting ~~made~~three ofdifferent ~~glass~~depths within the Buda and Edwards formations. ~~Some~~The ~~wines~~first ~~are~~program ~~fermented~~started by the third party operator was an attempt to test for recompleting the wells drilled in the ~~bottle;~~2010 ~~others~~drilling ~~are~~program ~~bottled~~that ~~only~~were ~~after~~all ~~fermentation.~~dry ~~The~~holes ~~standard~~that ~~bottle~~were ~~contains~~acquired ~~750~~by mlthe Company with their purchase of Pan American Oil Co, ~~although~~LLC ~~this~~and isNuma aLuling, ~~relatively~~LLC. ~~recent~~During ~~development~~2012 the Company began recomplete work on the #1H and the #3H wells. ~~Wine~~As ~~bottles~~of ~~are~~December 31, ~~usually~~2012, ~~sealed~~the ~~with~~Company ~~cork~~had incurred drilling costs of approximately $232,000 ~~but~~in ~~screw-top~~regards ~~caps~~to ~~are~~this ~~becoming~~first ~~popular~~program. The #1H well is still being tested, ~~and~~while ~~there~~the ~~are~~#3H ~~several~~well ~~other~~will ~~methods~~go ~~used~~into production after proper pump size has been determined. The Company expects to ~~seal~~be able ato ~~bottle~~report production test results in the second quarter of 2013.

~~Research~~The bysecond ~~our~~program ~~prior~~started ~~management~~was ~~indicated~~a ~~that~~small workover ~~wine~~program ~~producers~~covering in4 ~~Portugal,~~previously ~~Italy,~~inactive ~~Spain,~~wells ~~France~~in ~~and~~the ~~Germany,~~Austin ~~generally~~chalk ~~speaking,~~formation ~~follow~~that were acquired in the ~~tradition~~purchase of ~~their~~the ~~local~~leasehold interest ~~areas~~acquired infrom ~~choosing~~Eagle ~~the~~Ford ~~shape~~Oil ofCo. ~~bottle~~Inc. ~~most~~During ~~appropriate~~2012 ~~for~~the ~~their~~Company ~~wine~~incurred work-over costs of approximately $98,000.

~~Prior~~The ~~management’s~~third ~~research~~drilling ~~also~~program ~~indicated~~was ~~that~~the ~~many~~drilling of ~~North~~a ~~and~~new ~~South~~horizontal ~~American,~~well ~~South~~nearby ~~African,~~to ~~and~~the ~~Australasian~~wells ~~wine~~drilled ~~producers~~in ~~select~~ the ~~bottle~~2010 ~~shape~~drilling ~~they~~program ~~wish~~noted ~~to associate their wines with. For instance~~above, athe ~~producer~~Tiller ~~who~~#4H ~~believes his wine is similar to Burgundy may choose to bottle his wine in Burgundy-style bottles~~well. ~~Other~~The ~~producers~~Company incurred ~~(both~~drilling incosts ~~and out~~ of ~~Europe)~~approximately ~~have~~$1.38 ~~chosen~~million ~~idiosyncratic bottle styles~~ for ~~marketing~~this ~~purposes.~~well, ~~The~~which ~~home~~was ~~wine~~undergoing ~~maker~~testing ~~may~~as ~~use~~of ~~any~~December ~~bottle~~31, as2012. ~~the shape~~ As of the ~~bottle~~date ~~does~~of ~~not~~this ~~affect~~annual ~~the~~report, ~~taste of~~ the ~~finished~~well ~~product.~~was Weundergoing ~~have~~flow ~~found~~testing ~~that~~and the ~~sole~~Company ~~exception~~expects isto inbe ~~producing~~able ~~sparkling~~to ~~wine,~~report ~~where~~production test ~~thicker-walled~~results ~~bottles~~in ~~should~~the besecond ~~used~~quarter toof ~~handle the excess pressure~~2013.

In January 2013, the Company and 0947388 BC Ltd. (“094”) entered into a letter of intent for 094 to farm into the Edwards formation assets acquired through its acquisition of Pan American Oil Company, LLC (see Note 2) and Numa Luling, LLC (see Note 4) and also the 80% interest in certain leasehold interests acquired from Eagle Ford Oil Co., Inc. (see Note 4). The ~~traditional~~letter ~~colors~~of ~~used~~intent specifies that upon completion of the #4H Tiller well currently being completed by the Company, 094 will drill 10 wells within the Edwards formation of which 100% of the costs shall be borne by 094. At the end of the 10 well program, 094 has the option to extend the program for ~~wine~~a ~~bottles~~further 5 wells, borne at the sole cost of 094 or acquire 100% of the Company’s interest in the Edwards formation leasehold interests for $45 million, which price is reduced on a pro rata basis should oil prices drop below $85 per barrel down to a minimum of $30 million. Should 094 decide not to purchase 100% of the Company’s interest in the Edwards formation leasehold interests, then 094 will earn 80% of revenue from those 10 wells drilled by 094 until such time as it has recouped its costs, at which point its revenue interest reverts to 60%. In addition, 094 will also drill 5 wells within the Buda formation at 50% cost to earn 40% before payout and 30% after payout. At completion, 094 has the option to acquire 10% of the interest held by the Company in the entire leasehold through payment of $7.5 million to the Company. In the event 094 chooses not pay the final option price it will earn only a 30% interest in the 5 wells drilled by 094. At the time of entering the letter of intent, 094 paid a deposit of $300,000. The Company and 094 are: still in negotiations and no agreement has been finalized.

Bordeaux: dark green for reds, light green for dry whites, clear for sweet whites;

Burgundy and the Rhone: dark green;

Mosel and Alsace: dark to medium green, although some producers have traditionally used amber;

Rhine: amber, although some producers have traditionally used green; and

Champagne: Usually dark to medium green. Rosé champagnes are usually a colorless or green.

With respect to clear bottles, our research indicates that they have recently become gained some market acceptance with white wine producers in many countries, including Greece, Canada and New Zealand. Most red wine worldwide is still bottled in green glass.

Clients

Our current management does not have any connections in the wine industry and if we elected to pursue that business we would not have any experience or access to clients, other than relationships established by our prior management.

~~Letter of Intent with Potential Customer~~Finance:

On September 30, 2010, Khan Krum Winery, a Bulgarian company, signed a non-binding Letter of Intent to declare their intention to purchase Bordeaux Style wine bottle from Soton Holdings Group, Inc. By this letter, Khan Krum Winery confirm with full responsibility that they are willing and able to enter into a contract for the purchase of the Bordeaux Style wine bottle produced in China and that funding is available including any import/export permits needed to fulfill this purchase. The value of an executed letter of intent is approximately $4,000-$4,800 per year. The signed letter of intent was an arm's length transaction. The letter of intent is a document that only expresses a stated intent for future negotiation.Debt:

~~Khan~~On ~~Krum~~December ~~Winery~~22, 2011, the Company issued an unsecured promissory note in the amount of $200,000 to Michael J. Garnick, a stockholder. The promissory note accrued interest at 10% per annum and was due on February 15, 2012. As a condition for issuing the promissory note, the Company was obligated to issue 90,000 shares of its common stock to Michael J. Garnick. The note was repaid in full in March 2012.

~~Khan~~In ~~Krum~~connection ~~Winery~~with isthe aacquisition ~~Bulgarian~~of ~~company~~Pan American, ~~whose~~the ~~principal~~Company ~~business~~acquired ~~address~~certain isadvances ~~Industrialna~~payable ~~St.,~~and 3,short ~~Burgas,~~term ~~Bulgaria~~bridge ~~8000.~~notes ~~The~~in ~~company’s~~the ~~principle~~principal ~~activity~~amount inof ~~Bulgaria~~$1,900,000 isfrom two ~~wine~~unaffiliated ~~production~~entities. ~~“Khan~~Of ~~Krum”~~the ~~Wine~~$1,900,000 ~~Cellars~~borrowed, $600,000 was ~~opened~~evidenced inby ~~1939~~an ~~when~~unsecured ~~part~~promissory ofnote, ~~vineyard~~had ~~owners~~an ininterest rate ~~the village~~ of ~~Khan~~10% ~~Krum~~per ~~founded~~annum ~~their~~and ~~own~~was ~~winegrowing~~repaid ~~and~~March ~~winemaking cooperation~~2012. We ~~have~~The ~~concluded,~~remaining ~~based on our research that~~$1,300,000 ~~Khan~~borrowed ~~Krum~~was ~~Winery~~evidenced ~~has~~by a ~~modern~~series ~~technological~~of ~~production~~loan ~~process~~agreements all ~~for~~with ~~high~~essentially ~~quality~~the ~~wines,~~same ~~bottling~~terms; ~~and~~interest aat ~~compartment~~the ~~for~~rate ~~wine stabilization. The work vessel capacity~~ of ~~their~~6% ~~wine~~per ~~cellar is about 3~~annum,~~500~~ ~~tons~~unsecured, and ~~the~~due ~~possibility~~on ~~for~~the ~~processing~~earlier of ~~grapes~~December is31, ~~about~~2012 or ~~4,500~~upon ~~tones~~demand. ~~Besides~~ ~~being~~As ~~equipped~~of ~~for~~December ~~white~~31, ~~wines~~2012, we$350,000 ~~have~~plus ~~found~~accrued ~~that~~interest ~~their~~was ~~wine~~due ~~cellar~~on ~~disposes~~this ~~vessels for preservation and aging of red wine~~loan. The ~~fermentation~~Company ~~department~~is ~~has~~currently ain ~~capacity~~negotiations with ofthe ~~about~~lender ~~900~~to ~~tons~~extend ~~and~~the ~~possibility~~maturity ~~for~~date ~~control~~ of ~~temperature. Khan~~the ~~Krum~~loan ~~Winery~~and ~~exports~~expects ~~its wine~~ to ~~countries~~complete ~~from~~the ~~all~~extension ~~over~~in the ~~world,~~second ~~including~~quarter ~~England,~~of ~~USA, Russia, Czech Republic, Slovakia, Malta, Kazakhstan, amongst and other countries~~2013.

WeIn ~~believe~~2011, ~~that~~Pan ~~these~~American ~~characteristics~~was ~~would~~advanced ~~make~~approximately $90,000 ~~Khan~~by ~~Krum~~a ~~Winery~~then arelated ~~desirable~~party. ~~potential~~The ~~initial~~advance ~~purchaser~~is non-interest bearing, is unsecured and due on demand and as of ~~our~~December ~~wine~~31, ~~bottles~~2012 the balance the Company owed is $90,704.

~~Supply~~On ~~Agreement~~February 24, 2012, the Company received gross proceeds of $2.5 million from the sale of two promissory notes to two unrelated entities. The notes mature on December 31, 2014, bear interest at the rate of 8% per annum, are unsecured and are convertible into up to 2.5 million shares of the Company’s common stock, subject to certain adjustments, at the option of the holders. In addition, should the Company’s common stock trade above $2.50 for a period of 30 or more consecutive trading days, the notes and all accrued and unpaid interest automatically convert into common stock of the Company, at the conversion rate then in effect. In connection with ~~Hangzhou~~the ~~Yangcheng~~$2.5 million notes noted above, the Company paid a 10% fee to and unrelated third party who helped facilitate the transaction. At December 31, ~~Ltd~~2012, the balance the Company owed was $2.5 million.

On ~~November~~April 2530, ~~2010~~2012, wethe ~~signed~~Company received gross proceeds of $750,000 from the sale of a ~~Bottle~~promissory ~~Supply~~note ~~Agreement~~that ~~with~~matures ~~Hangzhou~~on ~~Yangcheng~~April ~~Company~~30, ~~Ltd.~~2017, ais ~~Chinese~~unsecured ~~company~~and ~~manufacturing~~bears ~~Bordeaux~~interest ~~Style~~at the ~~wine~~rate ~~bottles.~~of ~~Hangzhou~~3% ~~Yangcheng~~per ~~Company, Ltd~~annum. ~~also~~The ~~produces~~note ~~other~~contains ~~types~~conversion ofprivileges ~~wine~~such ~~bottles~~that ~~and~~the ~~has~~holder ~~the~~may ~~capacity~~convert toat ~~provide~~any ustime ~~with~~into common stock of the ~~variety~~Company at a conversion rate of ~~bottles~~$0.75 ~~needed~~per toshare. ~~meet~~The ~~the~~conversion ~~specification~~feature ofincludes ~~wine~~standard ~~market~~anti-dilution provisions. The balance owed at December 31, 2012 was $750,000.

~~The~~On ~~agreement~~May ~~with~~21, ~~Hangzhou~~2012, ~~Yangcheng~~the Company received gross proceeds of $300,000 ~~Ltd.~~from isthe ~~for~~sale ~~six~~of ~~months~~a ~~which~~promissory ~~commences~~note that originally matured on the ~~day~~earlier of ~~first~~December ~~shipment~~31, ~~and~~2012 itor isupon ~~not~~the Company araising ~~binding~~$1,500,000 ~~agreement~~in ondebt ~~either~~or ~~party~~equity ~~since~~after the ~~terms~~sale of the ~~agreement~~note, ~~commence~~bears interest at ~~some~~the ~~unspecified~~rate ~~future~~of ~~date~~6% per annum and is unsecured. On ~~Under~~December ~~terms~~24, of2012, the ~~agreement~~maturity wedate ~~are~~of ~~obligated~~the tonote ~~purchase~~was 12extended until March 31,~~000~~ ~~bottles~~2013. The ~~bottle~~Company ~~purchase~~is ~~agreement~~still ~~requirements~~in ~~are~~negotiations ~~during~~with the ~~six~~lender ~~month~~to ~~period~~extend orthat ~~may~~maturity ~~extend~~date and expects to complete extension in the 12second ~~month~~quarter ~~extension~~of 2013. ~~The~~In ~~agreement~~combination with ~~Hangzhou~~the $750,000 ~~Yangcheng~~note ~~Company~~described above, ~~Ltd.~~the ~~contains~~Company ~~the~~paid ~~following~~fees ~~material~~totaling ~~terms:~~$110,000 to acquire these loans.

1.02 Purchase Price. Prices are stated in U.S. dollars (USD). The price to be paid by Buyer for each type of bottle shall be price USD 0.15 per Bottle as set forth in Schedule “B” hereto. The purchase price for each type of Bottle shall remain firm throughout the term of this Agreement unless Seller and Buyer agree otherwise in writing.

2.01 Term. This agreement shall commence on the day of first shipment and shall continue for a period of 6 months, unless extended pursuant to Section 2.02.

2.02 Term Extension. This Agreement term shall be extended for additional 12 months term beyond the term set forth in Section 2.01 unless either party gives written notice to the other at least 30 days prior to the end of the original term.

3.01 Quantity of Bottles. During the term of this Agreement Buyer shall purchase a minimum of 100% of Bottles (the “Minimum Quantity”) from Seller as set forth in Schedule “B” hereto.

4.01 Payment Term. The advance payment is 30%; remaining 70% is due upon receipt by Buyer of Shipped Onboard Bill of Lading (B/L) by fax or e-mail.

5On May 25, 2012 the Company issued a note as part of the purchase price to acquire the 80% interest in the Eagle Ford Oil Co.02, ~~Delivery~~Inc. ~~All~~oil ~~deliveries~~and ~~will~~gas beleaseholds ~~FOB~~in ~~Ningbo/Shanghai~~the amount of $225,000 that matured on December 31, 2012, was unsecured and bears interest at the rate 5% per annum. ~~Buyer~~ ~~shall~~As ~~pay~~of ~~all~~December ~~shipping~~31, ~~costs~~2012 the ~~from~~unpaid ~~that~~balance ~~point~~of the loan was $190,000. The Company is currently in negotiations with the lender to extend the maturity date of the loan and expects to complete the extension in the second quarter of 2013.

On ~~August~~October 1511, ~~2011~~2012, the ~~parties~~Company ~~agreed~~received gross toproceeds ~~amend the Bottle Supply Agreement as necessary to redefine the term Minimum Quantity as defined in Section 3.01~~ of ~~the Agreement and indicated on Schedule B of the Agreement~~$185,000 ~~to be zero bottles and that we are not required to purchase any bottles~~ from ~~Hangzhou during~~ the ~~term~~sale of ~~the~~a ~~Agreement. Under~~Promissory ~~the~~Note ~~terms~~to ofDIT ~~the~~Equity ~~Agreement~~Holdings, ifLLC wein ~~purchase bottles of~~ the ~~type,~~face ~~size~~amount ~~and specifications on Schedule A~~ of ~~the Agreement~~$185,000. ~~during~~The ~~the~~Note is ~~term~~unsecured, ofbears ~~the~~interest ~~Agreement,~~at wea ~~must~~rate ~~purchase~~of ~~the~~six ~~bottles~~percent ~~from~~(6%) ~~Hangzhou,~~per ~~but~~annum ~~there~~and is nodue ~~minimum~~on ~~bottle requirement. Additionally,~~ the ~~parties~~earlier ~~agreed~~ to ~~amend~~occur ~~the Agreement as necessary, to make the term~~ of the ~~Agreement~~Company ~~one~~raising an ~~year~~additional ~~from~~$1,500,000 ~~the date of the Agreement and may be terminated by either party upon ten (10) days written notice to the other party at the address specified~~ in ~~the~~new ~~Agreement. All~~capital ~~other~~or ~~provisions~~December of31, ~~the Agreement remain in full force and effect~~2013.

~~Competition~~On November 1, 2012, the Company received gross proceeds of $300,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $300,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

IfOn weNovember ~~elected~~7, ~~to pursue the wine bottle distribution business~~2012, the ~~wine~~Company ~~bottle~~received gross ~~distribution~~proceeds ~~industry~~of is$400,000 ~~extremely~~from ~~fragmented~~the ~~and~~sale ~~competitive.~~of ~~Competitors will include companies with substantial customer bases and working history. There can be no assurance that we can maintain~~ a ~~competitive~~Promissory ~~position~~Note ~~against~~to ~~current~~RMS ~~or future competitors~~Advisors, ~~particularly~~Inc. ~~those~~in ~~with~~the ~~greater~~face ~~financial,~~amount ~~client~~of ~~database~~$400, ~~marketing, service, technical and other resources~~000. ~~Our~~The ~~failure~~Note tois unsecured, ~~maintain~~bears ainterest ~~competitive~~at ~~position within the market would have~~ a ~~material~~rate ~~adverse~~of ~~effect~~six onpercent ~~our~~(6%) ~~business,~~per ~~financial~~annum ~~condition~~ and ~~results~~is ofdue ~~operations.~~on ~~There~~the ~~could~~earlier ~~be no assurance that we will be able~~ to ~~compete~~occur ~~successfully~~of ~~against~~the ~~current~~Company ~~and~~raising ~~future~~an additional ~~competitors~~$1,500,000 ~~and~~in ~~competitive~~new ~~pressures~~capital ~~faced~~or byDecember ~~us may have a material adverse effect on our business~~31, ~~financial condition and results of operations~~2013.

~~Currency~~On ~~Rate~~November ~~Fluctuations~~9, 2012, the Company received gross proceeds of $100,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $100,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

~~Under~~On ~~arrangements~~November ~~put~~1, in2012, ~~place~~the byCompany ~~our~~received gross ~~prior~~proceeds ~~management~~of if$200,000 wefrom ~~elected~~the sale of a Promissory Note to ~~pursue~~RMS Advisors, Inc. in the ~~wine~~face ~~bottle~~amount ~~distribution~~of ~~business~~$200,000. weThe ~~would~~Note ~~likely~~is unsecured, ~~purchase~~bears ~~all~~interest ~~our~~at ~~products~~a inrate ~~China~~of ~~from~~six ~~Chinese~~percent ~~manufactures~~(6%) ~~which~~per ~~operations~~annum ~~are~~and inis ~~Chinese~~due ~~Yuan~~on sothe weearlier ~~would~~to beoccur ~~affected~~of bythe ~~changes~~Company raising an additional $1,500,000 in ~~foreign~~new ~~exchange~~capital ~~rates~~or December 31, 2013.

~~Government~~On ~~Regulation~~November 20, 2012, the Company received gross proceeds of $150,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $150,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

WeOn ~~would~~December be5, ~~required~~2012, tothe ~~comply~~Company ~~with~~received gross ~~all~~proceeds ~~regulations~~of $300,000 ~~rules~~from ~~and~~the ~~directives~~sale of ~~governmental~~a ~~authorities~~Promissory ~~and~~Note ~~agencies~~to ~~applicable~~RMS toAdvisors, Inc. in the ~~export~~face amount of ~~wine~~$300,000. ~~bottle~~The inNote ~~any~~is unsecured, ~~jurisdiction~~bears ~~which~~interest weat ~~would~~a ~~conduct~~rate ~~activities. We~~of dosix ~~not~~percent ~~believe~~(6%) ~~that~~per ~~government~~annum ~~regulation~~and ~~would~~is ~~have~~due aon ~~material~~the ~~impact~~earlier onto occur of the ~~way~~Company weraising ~~conduct~~an additional ~~our~~$1,500,000 ~~business~~in new capital or December 31, 2013.

~~Employees~~On January 16, 2013, the Company received gross proceeds of $150,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the earlier of 1 year from the date of issuance of the note or when the Company raises gross proceeds of $1.5 million in a debt or equity offering. The note was repaid in full on January 29, 2013.

WeOn ~~are~~January a25, ~~development~~2013, ~~stage~~the ~~company~~Company received gross proceeds of $40,000 and weissued ~~have~~a nopromissory ~~employees~~note asto DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the ~~date~~earlier of ~~this~~February ~~prospectus~~3, ~~other~~2014 ~~than~~or ~~our~~when ~~officers~~the ~~and~~Company ~~two~~raises ~~directors~~gross proceeds of $1.5 million in a debt or equity offering.

~~Research~~On February 26, 2013, the Company received gross proceeds of $10,000 and ~~Development~~issued ~~Expenditures~~a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 7, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

~~Offices~~On February 26, 2013, the Company received gross proceeds of $45,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 7, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

~~Our~~On ~~office~~March ~~is currently located at 180 Madison Avenue~~20, ~~Suite 1702~~2013, ~~New~~the ~~York,~~Company NYreceived gross ~~10016. Our~~proceeds ~~telephone~~of ~~number~~$65,000 isand ~~(281)~~issued ~~724-3810.~~a Wepromissory donote ~~not~~to ~~pay~~Wiltomo ~~any~~Redemption ~~rent~~Foundation ~~for~~in ~~our~~the ~~current~~same ~~office~~amount. ~~space,~~The ~~which~~note isbears ~~provided~~interest at tothe usrate byof ~~Petrina~~6% ~~Advisors,~~per ~~Inc. (“Petrina”)~~annum, ~~our~~is ~~largest~~unsecured ~~shareholder,~~ and ~~there~~ is nodue ~~agreement~~on tothe ~~pay~~March ~~any~~20, ~~rent in the future~~2014.

~~Business~~On ~~Overview~~April ~~Subsequent~~2, 2013, the Company received gross proceeds of $45,000 and issued a promissory note to ~~September~~Wiltomo 30Redemption Foundation in the same amount. The note bears interest at the rate of 6% per annum, ~~2011~~is unsecured and is due on the April 2, 2014.

As noted above, while we are still in the wine bottle distribution business, on November 22, 2011, we underwent a change of control when our two largest shareholders sold their shares in the company to Petrina Advisors, Inc. As a result of that transaction, a new Board of Directors and new executive officers were appointed. Our new management has decided to pursue a new direction for the company, most likely in the oil and gas industry, but we don’t have any agreements in place to purchase or lease any oil and gas businesses or operations. On December 16, 2011, we filed a Preliminary Information Statement on Schedule 14-C disclosing that the holder of a majority of our common stock voted to (i) approve an amendment to the Company’s Articles of Incorporation to (a) change the name of the Company from Soton Holdings Group, Inc. to “Rio Bravo Oil, Inc.”, (b) increase the authorized common stock from 75,000,000 shares, par value $0.001, to 120,000,000 shares, par value $0.001, and (c) create a class of preferred stock, consisting of 30,000,000 shares, par value $0.001, the rights, privileges, and preferences of which may be set by the Company’s Board of Directors without further shareholder approval; and (ii) grant the Board of Directors the authority to amend the Company’s Articles of Incorporation in the future for the purpose of effectuating a forward stock split at a ratio between 2-for-1 and 35-for-1 without further approval by the shareholders. Although these actions have been approved by the holder of a majority of our voting securities we cannot effect these actions until we have filed a Definitive Information Statement on Schedule 14-C, mailed the Information Statement to our shareholders, at least 20 days have passed since we mailed the document to our shareholders, properly notify FINRA under FINRA Rule 6490, and FINRA has approved the actions. We hope to effect these actions on or before the end of January, 2012.Equity:

PREFERRED STOCK:

Series A

In connection with the acquisition of Pan American, the Company issued 5,500,000 shares of Series A preferred stock as partial consideration for the purchase. The Series A preferred stock had an initial issue price of $1 per share and accrues a dividend quarterly to each holder at the rate of 3% per annum based on the original issue price, payable quarterly in cash or in kind. Series A preferred holders are required to have received all dividends before any dividend on common stock may be issued. The Series A preferred ranks senior to common stock in the event of a liquidation or winding up of the Company. The Series A preferred may be converted in whole or in part at any time at the option of the holder at the rate of 1 common share for each Series A Preferred, subject to adjustments as defined in the Series A certificate of designation. In addition, should the common stock of the Company trade in any over the counter market above $1.75 per share for a period of at least 30 consecutive trading days, the Company have an initial public offering of any class of securities in which gross proceeds are in excess of $50 million or consummate a merger in which the existing Company shareholders obtain less than 50% of the voting control of the combined entity, then the Series A preferred will automatically convert into the number of shares of common stock as the then conversion rate indicates. In the event that holders elect not to convert their Series A preferred or no automatic conversion is triggered, on January 31, 2019, the Series A preferred will become mandatorily redeemable for cash at its original issue price plus any unpaid dividends accrued as of that date.

Series B

In connection with the acquisition of Numa Luling, the Company issued 3,250,000 shares of Series B preferred stock as partial consideration for the purchase. The Series B preferred stock had an initial issue (also liquidation price) of $1 per share. The Series B ranks junior to the Series A preferred stock in respect to the payment of dividends but senior to shares of common stock. The Series B is non-cumulative and dividends must be declared before they become payable by the Company. The Series B ranks pari-passu in respect to liquidation and all other matters to the Series A preferred stock. Each share of Series B preferred stock may be converted at any time by the holder into 1.33 shares of common stock. In the event that the Company’s common stock trades above $1.75 per share for 30 consecutive trading days, the Company closes on a qualified sale (as defined in the agreement) in which the consideration to be received is greater than $50 million, or the Company has an underwritten public offering with proceeds in excess of $50 million, the Series B preferred stock automatically converts into common stock at the rate of 1.33 common shares for each Series B share. The holders also have standard anti-dilution protections.

~~ITEM~~Series ~~1A. – RISK FACTORS.~~C

AsDuring athe ~~smaller~~quarter ~~reporting~~ending ~~company~~September we30, 2012 ~~are~~the ~~not~~Company ~~required~~raised gross proceeds of $492,000 and issued 492,000 shares of Series C preferred stock. In addition, the Company issued one warrant for each share of Series C preferred stock sold in the offering. Each warrant entitles the holder to ~~provide~~acquire one ashare ~~statement~~of the Company’s common stock, at an exercise price of ~~risk~~$2.50 ~~factors~~per share and expires 3 years from the date of issuance. The ~~However~~original issuance price was $1.00 per share. The Series C Preferred Stock shall, wewith ~~believe~~respect ~~this~~to ~~information~~dividend ~~may~~rights beand ~~valuable~~rights upon liquidation, winding up or dissolution, rank junior to ~~our~~or ~~shareholders~~pari ~~for~~passu ~~this~~to ~~filing~~other classes or series of preferred stock and prior to common stock. WeThe ~~reserve~~Corporation shall pay the ~~right~~holders of Series C Preferred Stock a dividend in an amount equal to ~~not~~five percent ~~provide~~(5%) ~~risk~~per ~~factors~~annum multiplied by the Original Issue Price of the Series C Preferred Stock. Cumulative Preferred Dividends shall be payable in ~~our~~quarterly ~~future~~installments ~~filings~~in cash or in kind, at the sole option of the Corporation. ~~Our~~Each ~~primary~~share ~~risk~~of ~~factors~~Series ~~and~~C ~~other~~Preferred Stock ~~considerations~~may ~~include:~~be converted by any holder thereof, without any further consideration, at any time, into 1.11 shares of Common Stock (the “Conversion Rate”). In addition, each share of Series C Preferred Stock shall be automatically converted into shares of the Company’s Common Stock at the Conversion

~~Because~~Rate ~~our~~upon ~~auditors~~the ~~have~~occurrence ~~issued~~of aany ~~going~~of ~~concern~~the following ~~opinion, there is substantial uncertainty that we will continue operations in which case you could lose your investment.~~events:

~~Our~~(i) ~~auditors~~The ~~have~~shares ~~issued~~of the Company’s Common Stock shall trade at a ~~going~~price ~~concern~~of ~~opinion~~over $1.75 ~~This~~per ~~means~~share ~~that~~(as ~~there~~adjusted isfor ~~substantial~~stock ~~doubt~~splits ~~that~~or weother ~~can~~events ~~continue~~which aswould result in an ~~ongoing~~adjustment of ~~business~~the conversion rate) for ~~the~~a ~~next~~period ~~twelve~~in ~~months.~~excess ~~The~~of ~~financial~~thirty ~~statements~~(30) doconsecutive ~~not~~trading ~~include~~days ~~any~~and ~~adjustments~~the ~~that~~shares ~~might~~of ~~result~~the ~~from~~Company’s Common Stock underlying the ~~uncertainty~~Series ~~about~~C ~~our~~Preferred ~~ability~~Stock toare ~~continue~~either (i) included in ~~business.~~an Aseffective ~~such~~registration westatement ~~may~~or ~~have~~(ii) eligible to be ~~cease~~traded ~~operations~~pursuant ~~and~~to ~~you~~an ~~could~~applicable ~~lose~~exemption ~~your~~from ~~investment~~registration.

If(ii) weThe dosale ~~not~~of ~~obtain~~all ~~additional~~or ~~financing,~~substantially ~~our~~all of ~~business~~the ~~will~~assets ~~fail~~of the Corporation or the outstanding shares of capital stock of the Corporation entitled to vote generally for the election of directors.

~~While~~(iii) atThe ~~September~~merger ~~30, 2011, we had cash on hand~~ of ~~$33~~the weCompany ~~have~~which ~~accumulated~~results in athe ~~deficit~~shareholders of ~~$20,287~~the inCompany ~~business~~prior ~~development and administrative expenses. At this rate, we do not expect that we will be able~~ to ~~continue~~the ~~operations~~merger ~~for~~owning ~~one~~less ~~year~~than ~~without~~fifty ~~additional~~percent ~~funding. We~~(50%) ~~anticipate~~of ~~that~~the ~~additional~~voting ~~funding~~power ~~will~~of bethe ~~needed~~Company following ~~for~~the ~~general administrative expenses and marketing costs~~merger. ~~We have not generated any revenue from operations to date.~~

We(iv) ~~have~~An aunderwritten ~~very~~initial ~~limited~~public ~~history~~ offering of ~~operations~~the ~~and~~Company’s ~~there~~shares iswith nogross ~~assurance~~proceeds ~~our~~of ~~future~~at ~~operations~~least ~~will result in revenues or profitability. If we cannot generate sufficient revenues to operate profitably~~$50, ~~we will suspend or cease operations~~000,000.

WeThe ~~were~~Company ~~incorporated~~shall onmandatorily ~~June~~redeem 9,all shares ~~2010,~~of ~~and~~Series ~~our~~C ~~net~~Preferred ~~loss~~Stock ~~since~~which ~~inception~~remain isissued ~~$20,287. We~~and ~~have~~outstanding ~~very~~at ~~little~~January ~~operating~~31, ~~history~~2019 ~~upon~~at ~~which~~a anprice ~~evaluation~~equal ofto ~~our~~the ~~future~~sum ~~success~~of orthe ~~failure~~Original Issue ~~can~~Price ~~be made. Our ability to achieve~~ and ~~maintain~~the ~~profitability~~aggregate ~~and~~amount ~~positive~~of ~~cash~~any ~~flow~~unpaid isCumulative ~~dependent~~Preferred ~~upon~~Dividends ~~the~~attributable ~~completion~~to ofsuch ~~our~~shares. ~~future~~Such ~~equity~~redemption shall orbe ~~debt~~made ~~financing~~only ~~and our ability~~ to ~~profitably~~the ~~distribute~~extent ~~our~~the ~~product. Based~~Company ~~upon~~has ~~current~~funds ~~plans,~~legally weavailable ~~expect~~for tosuch ~~incur~~redemption ~~operating~~as ~~losses~~of in the ~~foreseeable~~Redemption ~~future~~Date. ~~because~~Except as weotherwise ~~will~~provided beherein ~~incurring~~or ~~large~~required ~~expenses~~by ~~and~~law, ~~generating~~the ~~small~~holders ~~revenues. Failure~~of tothe ~~generate~~Series ~~significant~~C ~~revenues~~Preferred inStock ~~the~~shall ~~future~~be ~~will~~entitled ~~cause~~to usvote totogether as goa ~~out~~single ofclass ~~business.~~with the

Ifholders weof ~~elect~~Common toStock ~~stay~~and inany other capital stock of the ~~wine~~Company ~~bottle~~entitled ~~distribution~~to ~~business~~vote, ~~our~~upon ~~current~~any ~~management~~matter ~~has~~submitted to the stockholders for a vote. The holders of Series C Preferred Stock shall be entitled to one vote for each share of Common Stock into which each share of Series C Preferred Stock held by such holders at the record date for the determination of the stockholders entitled to vote on such matters or, if no ~~experience~~such inrecord date is established, at the ~~industry~~date such vote is taken, is convertible.

AsCOMMON noted above, on November 22, 2011, we underwent a change of control when our two largest shareholders sold their shares in the company to Petrina Advisors, Inc., and, as a result of that transaction, a new Board of Directors and new executive officers were appointed. Our new management has decided to pursue a new direction for the company, most likely in the oil and gas industry. Our current management does not have any experience in the wine bottle distribution business and if forced to pursue this business our ability to succeed in that business segment would be limited by our management’s lack of experience.STOCK:

~~The~~On ~~wine~~February ~~bottle~~15, ~~distribution~~2012. ~~business~~A is30 ~~subject~~for toone ~~numerous~~forward stock ~~risks~~split ~~and~~of ifthe weCompany’s ~~elected~~Common toStock ~~pursue~~par ~~that~~value ~~business~~$0.001 webecame ~~would be subject to those risks.~~effective

IfBeginning wein ~~elect~~February to2012, ~~pursue~~in connection with the ~~wine~~acquisition ~~bottle~~of ~~distribution~~Pan ~~business~~American, wethe ~~would~~Company becommenced ~~subject~~a private placement offering of up to ~~numerous~~a ~~risks~~maximum ~~associated~~of 6,000,000 units, with ~~that~~each ~~industry~~unit consisting of 1 share of common stock and 1 warrant to acquire 1 share of common stock of the Company, ~~including~~with ~~competition~~an offering price of $0.75 per unit. The warrants have an exercise price of $1.50 per share and an exercise period of 3 years from ~~much~~the ~~larger~~date of ~~wine~~issuance. ~~bottle~~As ~~distributors~~part of the offering, ~~dependence~~the onCompany ~~retailer~~agreed ~~and~~to ~~customer~~pay ~~acceptance~~commissions of ~~wine~~10% ~~products~~of ~~bottled~~the ~~with~~gross ~~our~~funds ~~wine~~raised. ~~bottles~~As of December 31, 2012, ~~dependence~~the onCompany ~~independent~~had raised gross funds of approximately $2,656,250 ~~third~~and ~~party~~had ~~bottle~~accrued ~~manufacturers~~commission payable of approximately $265,000, included ~~price~~in ~~competition~~accrued expenses. In addition, ~~and~~the ~~foreign~~Company ~~currency~~had ~~rate~~one ~~fluctuations~~signed private placement commitment of $500,000 for 666,666 units which was subsequently cancelled.

~~Our~~On ~~management~~March is28, ~~currently pursuing other possible businesses for our operations~~2012, ~~including~~ the ~~oil~~Company’s then-majority ~~and~~investor ~~gas~~cancelled ~~industry~~66,500,000 ~~and~~shares weof ~~may~~common ~~not~~stock ~~be successful~~ in ~~developing~~return ~~those~~for ~~new~~no ~~operations~~consideration.

~~Our~~In ~~new~~May ~~management~~2012 isthe ~~currently~~Board ~~exploring~~of ~~the~~Directors ~~possibility~~adopted a ofstock ~~exploring~~compensation ~~other~~plan. ~~business~~The ~~segments~~plan ~~instead~~allows the Company to issue shares of ~~the~~common ~~wine~~stock, ~~bottle~~options ~~distribution~~to ~~business. Management~~purchase iscommon ~~currently~~stock ~~looking~~or atstock appreciation ~~possible~~rights ~~oil~~to employees, directors and ~~gas~~consultants ~~companies~~employed ~~and~~by ~~operations,~~the ~~but~~Company. ~~there~~The number of shares of common stock issuable under the plan is nodetermined ~~guarantee~~each weJanuary ~~will~~1, ~~pursue~~such that ~~business~~the ~~segment~~plan may issue shares of common stock or ~~any~~instruments ~~other~~to ~~business~~acquire ~~segment,~~common stock ~~and~~of ~~even~~the ifCompany weup ~~do,~~to ~~there~~15% ~~are~~of ~~many~~the ~~risks~~then ~~associated~~outstanding ~~with~~common ~~any~~stock ~~business~~of ~~segment~~the ~~which~~Company. ~~could~~No ~~have~~awards awere ~~detrimental~~granted ~~impact~~or onoutstanding ~~our~~during the ~~chances~~period ~~for~~ending ~~success~~December 31, 2012.

~~Because~~In ~~our~~July ~~president~~2012, ~~and~~the ~~has~~Company ~~other~~issued ~~business interests~~100,000 shares heof ~~may~~its ~~not~~common bestock ~~able~~as orcompensation ~~willing~~for toinvestor ~~devote~~relations aservices. ~~sufficient~~The ~~amount~~stock ofwas ~~time~~valued toat ~~our~~its ~~business~~trading ~~operations,~~price ~~causing~~of ~~our~~$0.86 per ~~business~~share toon ~~fail~~the date of the agreement.

~~Our~~On ~~President,~~March ~~Paul Vassilakos~~11, will only be devoting limited time to our operations. Mr. Vassilakos intends to devote approximately 30% (twelve hours a week) of his business time to our affairs. Because he will only be devoting limited time to our operations2013, ~~our~~Marvin ~~operations~~Markman ~~may be sporadic and occur at times which are convenient to him. As a result~~converted 100,000 ~~operations~~shares ~~may be periodically interrupted or suspended which could result in a lack~~ of ~~revenues~~Series ~~and~~A aPreferred ~~possible~~Stock ~~cessation~~into of operations. It is possible that the demands on Mr. Vassilakos from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition111,000 ~~Mr.~~shares ~~Vassilakos may not possess sufficient time for our business if the demands~~ of ~~managing~~Common ~~our business increase substantially beyond current levels~~Stock.

Because our officers and directors own as a group 78.74% of our issued and outstanding common stock, they could make and control corporate decisions that may be disadvantageous to minority shareholders.Employees

~~Our~~As ~~officers and directors, Paul Vassilakos and Miles Leahy, own as a group approximately 78.74%~~ of ~~the~~December ~~issued and outstanding shares of our common stock. Accordingly~~31, ~~they will be able to determine the outcome of all corporate transactions or other matters that require shareholder approval~~2012, ~~including but not limited to,~~ the ~~election~~Company ofhad two ~~directors,~~part-time ~~mergers, consolidations,~~ and ~~the~~no ~~sale~~full-time ~~of all or substantially all of our assets~~employees. They will also have the power to prevent or cause a change in control. The interests of our officers and sole director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

~~Any~~ITEM ~~additional~~1A. ~~funding~~RISK ~~we arrange through the sale of our common stock will result in dilution to existing shareholders.~~FACTORS

WeNot ~~must~~required ~~raise~~as ~~additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through~~ the ~~sale~~Company ofis ~~additional~~a ~~shares~~“smaller reporting ~~of common stock. Such stock issuances will cause stockholders’ interests in our~~ company ~~to be diluted~~”. ~~Such dilution will negatively affect the value of investors’ shares.~~

WeITEM do1B. ~~not~~UNRESOLVED ~~expect~~STAFF ~~to pay dividends in the foreseeable future.~~COMMENTS

~~We have never paid any dividends on our common stock~~None. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

9ITEM 2. PROPERTIES.

~~There is only a limited trading market for our securities, and if a market for our common stock does not develop, shareholders may be unable to sell their shares.~~Offices

~~Our~~At this ~~shares~~time, ~~are currently listed on~~ the ~~OTC~~Company ~~Bulletin~~maintains ~~Board~~its ~~under~~designated ~~the~~office ~~ticker~~at ~~symbol~~5858 ~~“SDGU”~~Westheimer, ~~but~~Suite ~~there~~699, isHouston, ~~currently~~TX ~~only~~77057. aThe ~~limited~~Company ~~market~~occupies ~~for~~certain offices ~~our~~of ~~common~~South ~~stock~~Oil ~~and~~Co. weon ~~can provide no assurance that~~ a ~~market~~gratis ~~will develop~~basis. If noAt ~~market~~some istime ~~ever~~in ~~developed~~the ~~for our shares~~future, it ~~will~~is beexpected ~~difficult~~that ~~for~~the ~~shareholders~~Company expects to ~~sell~~have ~~their~~its ~~stock. In~~own offices ~~such~~and awill ~~case,~~enter ~~shareholders~~into ~~may~~a ~~find~~lease ~~that~~for ~~they~~such ~~are unable to achieve benefits from their investment~~offices.

~~Our~~Oil ~~shares of common stock are subject to the “penny stock’ rules of the securities~~ and ~~exchange~~Gas ~~commission and the trading market in our securities will be limited, which will make transactions in our stock cumbersome and may reduce the value of an investment in our stock.~~Properties

The ~~SEC~~Company ~~has~~currently ~~adopted~~holds ~~rules~~certain ~~that~~participating interests ~~regulate~~located ~~broker-dealer~~primarily ~~practices~~ in ~~connection~~the ~~with~~Salt ~~transactions~~Flat inand ~~"penny~~Luling ~~stocks.” Penny~~Branyon ~~stocks~~fields ~~generally~~in ~~are~~Caldwell ~~equity~~and ~~securities~~Guadalupe ~~with~~Counties, aTexas. ~~price~~Production ofin these ~~less~~fields ~~than~~is ~~$5.00~~primarily ~~(other~~from ~~than~~the ~~securities~~Lower ~~registered~~Cretaceous onEdwards ~~certain~~Formation ~~national~~and ~~securities~~Buda ~~exchanges~~Formations orin ~~quoted~~the onacreage ~~the~~held ~~NASDAQ~~by ~~system,~~Rio ~~provided~~Bravo. The ~~that~~Edwards ~~current~~Formation(s) ~~price~~is ~~and~~the ~~volume~~geologic ~~information~~strata ~~with~~commonly ~~respect~~referred to ~~transactions~~as inthe ~~such~~Edwards ~~securities~~Limestone, which is ~~provided~~identified by ~~the~~electric ~~exchange~~log oranalysis ~~system). Penny~~between ~~stock~~the ~~rules~~depths ~~require~~of ~~a broker-dealer~~2,825 ~~prior~~feet toand a2,920 ~~transaction~~feet in athe ~~penny~~Eagle ~~stock~~Ford ~~not~~Oil ~~otherwise~~Co. ~~exempt~~Inc. ~~from~~D. ~~those~~G. ~~rules,~~Tiller #1 toSW ~~deliver~~disposal awell ~~standardized~~bearing ~~risk~~API ~~disclosure~~Number ~~document~~42-055-34932 ~~prepared~~located byin the ~~SEC~~Gerron Hinds Survey, ~~which~~A-13 ~~specifies~~of ~~information~~Caldwell ~~about~~County, ~~penny~~Texas. In 2012, ~~stocks~~the ~~and~~third party operator for the ~~nature~~Company’s leasehold interests commenced several drilling and ~~significance~~work-over ofprograms ~~risks~~targeting three ofdifferent depths within the ~~penny~~Buda ~~stock~~and ~~market~~Edwards formations. A ~~broker-dealer~~The ~~must~~first ~~also~~program ~~provide~~started by the ~~customer~~third ~~with~~party ~~bid~~operator ~~and~~was ~~offer~~an ~~quotations~~attempt to test for recompleting the ~~penny~~wells ~~stock,~~drilled in the ~~compensation~~2010 ofdrilling program that were all dry holes that were acquired by the ~~broker-dealer~~Company with their purchase of Pan American Oil Co, LLC and ~~sales~~Numa ~~person~~Luling, inLLC. During 2012 the ~~transaction,~~Company ~~and~~began ~~monthly~~recomplete ~~account~~work ~~statements~~on ~~indicating~~the #1H and the ~~market~~#3H ~~value~~wells. As of ~~each~~December ~~penny~~31, ~~stock~~2012, ~~held~~the Company had incurred drilling costs of approximately $232,000 in ~~the~~regards ~~customer's~~to ~~account~~this first program. In ~~addition~~The #1H well is still being tested, while the ~~penny~~#3H ~~stock~~well ~~rules~~will ~~require~~go ~~that,~~into ~~prior~~production after proper pump size has been determined. The Company expects to abe ~~transaction~~able to report production test results in the second quarter of 2013. The second program started was a ~~penny~~small ~~stock~~workover ~~not~~program ~~otherwise~~covering ~~exempt~~4 ~~from~~previously ~~those~~inactive ~~rules,~~wells in the ~~broker-dealer~~Austin ~~must~~chalk ~~make~~formation athat ~~special~~were ~~written~~acquired ~~determination~~in ~~that~~the purchase of the ~~penny~~leasehold ~~stock~~interest isacquired afrom ~~suitable~~Eagle ~~investment~~Ford ~~for~~Oil ~~the~~Co. ~~purchaser~~Inc. ~~and~~During ~~receive~~2012 the ~~purchaser's~~Company ~~written~~incurred ~~agreement~~work-over tocosts ~~the~~of ~~transaction~~approximately $98,000. ~~These~~ ~~disclosure~~The ~~requirements~~third ~~may~~drilling ~~have~~program was the ~~effect~~drilling of ~~reducing~~a new horizontal well nearby to the ~~trading~~wells ~~activity~~drilled in the ~~secondary~~2010 ~~market~~drilling program ~~for~~noted ~~stock~~above, ~~that~~the ~~becomes~~Tiller ~~subject~~#4H towell. ~~those~~The ~~penny~~Company ~~stock~~incurred ~~rules. If~~drilling acosts ~~trading~~of ~~market~~approximately ~~for~~$1.38 ~~our~~million ~~common~~for ~~stock~~this ~~develops~~well, ~~our~~which was ~~common~~undergoing ~~stock~~testing ~~will~~as ~~probably~~of ~~become~~December ~~subject~~31, to2012. As of the ~~penny~~date ~~stock~~of ~~rules~~this report, the well was undergoing flow testing and ~~shareholders~~the ~~may~~Company expects ~~have~~to ~~difficulty~~be able to report production test results in ~~selling~~the ~~their~~second ~~shares~~quarter of 2013.

~~The trading price of our common stock will likely fluctuate significantly and stockholders may have difficulty reselling their shares.~~9

~~Our~~Summary ~~common stock is listed on the Over-the-Counter Bulletin Board under the ticker symbol “SDGU”.. Due to the extremely small numbers~~ of ~~holders~~Oil ~~of our common stock it will sharply limit liquidity of the shares,~~ and ~~there~~Natural isGas a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.Reserves

~~Anti-takeover~~Proved ~~effects~~Reserves ~~of certain provisions of Nevada state law hinder a potential takeover of the company.~~

Though not now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following ~~proportions~~table sets offorth ~~the~~our ~~voting~~estimated ~~power~~net ofproved ~~the~~reserves ~~corporation~~as ~~in the election~~ of ~~directors: (i)~~December ~~one-fifth or more but less than one-third~~31, ~~(ii) one-third or more but less than a majority, or (iii) a majority or more~~2012. ~~The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.~~

Estimated Proved Reserves Data:⁽¹⁾	Oil (MBbls)
Proved developed not producing reserves		249
Proved undeveloped reserves		926
Total proved reserves		1,175

~~The~~(1) ~~effect~~Prices ofused ~~the~~are ~~control~~based ~~share~~on ~~law is that~~ the ~~acquiring~~12-month ~~person,~~unweighted ~~and~~arithmetic ~~those~~average ~~acting~~of ~~in association with it, obtains only such voting rights in~~ the ~~control shares as are conferred by a resolution~~ first-day-of -the-month ~~stockholders~~price offor ~~the~~each ~~corporation,~~month ~~approved~~in atthe aperiod ~~special~~January or2012 ~~annual~~through ~~meeting~~December ~~of stockholders~~2012. ~~The~~For ~~control~~oil ~~share~~volumes, ~~law contemplates that voting rights will be considered only once by~~ the ~~other~~average ~~stockholders.~~WTI ~~Thus,~~posted ~~there~~price ~~is no authority to strip voting rights from the control shares~~ of anapproximately ~~acquiring~~$94 ~~person~~per ~~once~~Bbl ~~those~~is ~~rights~~adjusted ~~have~~for ~~been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person~~quality, ~~those~~transportation ~~shares~~fees doand ~~not~~a ~~become~~regional ~~permanent~~price ~~non-voting shares~~differential. The ~~acquiring~~adjusted ~~person~~oil isand ~~free~~natural togas ~~sell~~prices ~~its shares to others. If the buyers~~ of ~~those~~$90 ~~shares~~per ~~themselves~~barrel doare ~~not~~held ~~acquire~~constant athroughout ~~controlling~~the ~~interest,~~lives ~~their~~of ~~shares do not become governed by~~ the ~~control share law~~properties.

IfThe ~~control~~following ~~shares~~table sets ~~are~~forth ~~accorded~~our ~~full~~estimated ~~voting~~PV-10 ~~rights~~ and ~~the~~standardized ~~acquiring~~measure ~~person has acquired control shares with a majority or more~~ of ~~the~~discounted ~~voting~~net ~~power,~~cash ~~any~~flows ~~stockholder~~as of ~~record,~~December ~~other than an acquiring person~~31, ~~who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares~~2012.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation. In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

(in thousands)	As of December 31, 2012
PV-10⁽¹⁾	$	49,799
Standardized measure	$	30,144

(1) PV-10 is a non-GAAP financial measure as defined by the SEC. The closest GAAP measure to PV-10 is the standardized measure of discounted net cash flows. The standardized measure differs from PV-10 because standardized measure includes the effect of ~~Nevada’s~~future ~~business~~income ~~combination~~taxes. ~~law~~We believe that the presentation of PV-10 is relevant and useful to ~~potentially~~our ~~discourage~~investors ~~parties~~as ~~interested~~supplemental indisclosure ~~taking~~to ~~control~~the ofstandardized usmeasure, ~~from~~or ~~doing~~after-tax soamount, ifbecause it ~~cannot~~presents ~~obtain~~ the ~~approval~~discounted offuture net cash flows attributable to our ~~board~~proved ofreserves ~~directors~~before taking into account future corporate income taxes and our current tax structure. The following table provides a reconciliation of our PV-10 to our standardized measure:

~~ITEM 1B – UNRESOLVED STAFF COMMENTS~~10

This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we have not received written comments from the Commission staff regarding our periodic or current reports under the Securities Exchange Act of 1934 within the last 180 days before the end of our last fiscal year.

(in thousands)
PV-10	$	49,799
Future income taxes		(24,037	)
Discount of future income taxes at 10% per annum		4,382
Standardized measure	$	30,144

~~ITEM~~Estimates 2of –proved developed ~~PROPERTIES~~and undeveloped reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors. See “— Qualifications of Technical Persons and Internal Controls Over Reserves Estimation Process.”

~~Beginning~~At onDecember ~~November 22~~31, ~~2011 we moved~~ 2012, our ~~executive~~estimated ~~office~~proved ~~space~~reserves towere ~~the location of Petrina Advisors~~1,175 ~~Inc~~MBoe., ~~our~~During ~~largest~~2012, ~~shareholder~~we ~~and~~added anestimated ~~entity~~proved ~~controlled~~reserves byof ~~Paul Vassilakos~~1,176 ~~one~~MBoe ofthrough our ~~officers~~acquisitions, which ~~and~~were ~~directors. We~~offset doby ~~not~~production ~~pay any rent for this location and are on a month-to-month basis at the pleasure~~ of ~~Petrina~~1 ~~Advisors, Inc~~MBoe.

~~ITEM~~Proved 3Undeveloped -Reserves ~~LEGAL PROCEEDINGS~~

WeOur ~~are~~proved ~~not~~undeveloped reserves aat ~~party~~December 31, 2012 were 926 MBoe. As of December 31, 2012, estimated future development costs relating to ~~any~~the ~~litigation~~development of ~~proceedings~~our proved undeveloped reserves was $16.2 million. All of our currently identified proved undeveloped reserves are scheduled to be drilled by December 31, 2014.

~~Litigation~~Qualifications isof ~~subject~~Technical ~~to inherent uncertainties,~~ Persons and ~~unfavorable~~Internal ~~rulings~~Controls ~~could~~Over ~~occur. If~~Reserves anEstimation ~~unfavorable ruling were to occur in any of the above matters, there could be a material adverse effect on our financial condition, results of operations or liquidity~~Process

~~ITEM~~Our 4reserve –reports were prepared by Wilbur Hammock (~~REMOVED~~“Hammock”), ~~AND~~independent ~~RESERVED~~petroleum engineer. Hammock estimated, in accordance with petroleum engineering and evaluation principles set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers (“SPE Standards”) and definitions and guidelines established by the SEC, 100% of the proved reserve information for our properties as of December 31, 2012.

11The technical persons responsible for preparing the reserves estimates presented herein meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Natural Gas Reserves Information promulgated by the Society of Petroleum Engineers.

~~PART~~Hammock IIis a degreed Petroleum Engineer, being a Professional Engineer since 1975, with a career spanning more than 40 years relating to all aspects of the business of oil and gas including the evaluation of oil and gas properties, management of producing properties, preparation of oil and gas reserve studies, evaluation of open hole well logs as well as designing and installing water flooding and production facilities. He is proficient in all phases of field operations including the securing of oil and gas leases, obtaining right of way and the design and construction of pipeline systems as well as planning and implementing the drilling and completion of wells. Hammock currently contract operates fields in Frio, Victoria, Caldwell, and Guadalupe Counties.

~~ITEM~~Hammock began 5his -career ~~MARKET~~at ~~FOR~~Lone ~~REGISTRANT’S~~Star ~~COMMON~~Producing ~~EQUITY~~Company, ~~RELATED~~and ~~STOCKHOLDER~~was ~~MATTERS~~promoted ~~AND~~to ~~ISSUER~~District ~~PURCHASES~~Petroleum OFEngineer. ~~EQUITY~~Since ~~SECURITIES~~that time Mr. Hammock has held senior level engineering positions with Cities Services Oil Co., Union Crude Co., Pacesetter Resources, Inc., and Fortune Oil and Gas, Inc. In addition Mr. Hammock has consulted for numerous oil and gas independents as a Senior Petroleum Engineer for Frank and Associates, and as an independent consultant. Hammock received his Bachelor of Science in Petroleum Engineering from the University of Oklahoma. He maintains memberships in the Society of Petroleum Engineers, the American Institute of Mining, Metallurgical, and Petroleum Engineers, and is a Registered Professional Engineer in the State of Texas.

~~Market~~Our ~~Information~~senior management reviews and approves the Hammock reserve reports and any internally estimated significant changes to our proved reserves on an annual basis.

~~Our~~Estimates ~~common~~of ~~stock~~oil isand natural ~~currently~~gas ~~listed~~reserves are projections based on a process involving an independent third party engineering firm’s collection of all required geologic, geophysical, engineering and economic data, and such firm’s complete external preparation of all required estimates and are forward-looking in nature. These reports rely upon various assumptions, including assumptions required by the ~~OTC~~SEC, ~~Bulletin~~such ~~Board~~as ~~under~~constant oil and natural gas prices, operating expenses and future capital costs. The process also requires assumptions relating to availability of funds and timing of capital expenditures for development of our proved undeveloped reserves. These reports should not be construed as the ~~symbol~~current ~~“SDGU~~market value of our reserves.~~” We~~ ~~began~~The ~~listing~~process of estimating oil and natural gas reserves is also dependent on geological, engineering and economic data for each reservoir. Because of the ~~OTC~~uncertainties ~~Bulletin~~inherent in ~~Board~~the oninterpretation ~~March~~of 17this data, ~~2011~~we cannot be certain that the reserves will ultimately be realized. Our actual results could differ materially. See “Note 14 — Supplemental Oil and Gas Disclosure (Unaudited)” to our audited consolidated financial statements for additional information regarding our oil and natural gas reserves.

Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The ~~following~~term ~~table~~“reasonable ~~sets~~certainty” ~~forth~~implies ~~the~~a high degree of confidence that the quantities of oil and/or ~~low~~natural ~~bid~~gas ~~information~~actually ~~for~~recovered ~~each~~will ~~quarter~~equal ~~within~~or exceed the ~~two~~estimate. ~~most~~To ~~recent~~achieve ~~fiscal~~reasonable certainty, ~~years~~Hammock employs technologies consistent with the standards established by the Society of Petroleum Engineers. The ~~information~~technologies and ~~reflects~~economic ~~prices~~data ~~between~~used ~~dealers,~~in ~~and~~the ~~does~~estimation ~~not~~of ~~include~~our ~~retail~~proved ~~markup~~reserves include, ~~markdown~~but are not limited to, orwell ~~commission~~logs, geologic maps and ~~may~~available downhole ~~not~~and ~~represent~~production ~~actual~~data, ~~transactions~~seismic data and well test data.

Fiscal Year
Ended		Bid Prices
September 30,	Period	High		Low
2010	First Quarter		N/A		N/A
	Second Quarter		N/A		N/A
	Third Quarter		N/A		N/A
	Fourth Quarter		N/A		N/A
2011	First Quarter		N/A		N/A
	Second Quarter	$	0.00	$	0.00
	Third Quarter	$	0.25	$	0.15
	Fourth Quarter	$	0.25	$	0.15
2012	First Quarter	$	0.25	$	0.15

~~The~~Summary ~~Securities~~of ~~Enforcement~~Oil and ~~Penny~~Natural ~~Stock~~Gas Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market Properties and ~~the~~Projects ~~risks associated therewith.~~

~~Holders~~Production, Price and Cost History

AsThe offollowing ~~September~~table presents ~~30,~~net ~~2011,~~production ~~there were 3~~sold,~~175,000~~ ~~shares~~average ofsales ~~our~~prices ~~common~~and ~~stock~~production ~~outstanding~~costs ~~held by 28 holders of record of our common stock~~ and ~~numerous~~expenses ~~shareholders~~for ~~holding shares in brokerage accounts. Of these shares, 675,000 were held by non-affiliates. On~~ the ~~cover~~years ~~page~~ended ~~of this filing we calculated our market capitalization at $168,750. This calculation used a value of $0.25 per share, which was closing price of our common stock on the OTC Bulletin Board on~~ December 2231, 2012 and 2011.

Dividends

	Year Ended December 31,
	2012		2011
(dollars in thousands, except per unit prices)
Revenue
Oil and natural gas sales	$	102	$	—
Net production sold
Oil (Bbl)		1,052		—
Natural gas (Mcf)		—		—
Total (Boe)		1,052		—
Average sales prices
Oil ($/Bbl)	$	96.54	$	—
Natural gas ($/Mcf)		—		—
Total average price ($/Boe)	$	96,54	$	—
Costs and expenses (per Boe)
Production taxes	$	6.27	$	—
Lease operating expenses		759.87		—

WeDeveloped ~~have~~and ~~not~~Undeveloped ~~paid any dividends nor do we plan to in the foreseeable future.~~Acreage

12The following table presents our total gross and net developed and undeveloped acreage by region as of December 31, 2012:

Securities Authorized for Issuance Under Equity Compensation Plans

Developed Acres

Undeveloped Acres

Gross⁽¹⁾

Net⁽²⁾

Gross⁽¹⁾

Net⁽²⁾

Luling Fields:

1,200

900

4,400

3,300

~~There~~(1) ~~are~~“Gross” nomeans ~~outstanding~~the ~~options~~total ornumber ~~warrants to purchase shares~~ of ~~our~~acres ~~common~~in ~~stock~~which ~~under~~we ~~any~~have ~~equity~~a ~~compensation~~working ~~plans~~interest.

As(2) a“Net” ~~result,~~means wethe ~~did~~sum ~~not~~of ~~have~~the ~~any~~fractional ~~options,~~working ~~warrants~~interests orthat ~~rights~~we ~~outstanding~~own asin ofgross ~~September 30, 2011~~acres.

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		- 0 -		- 0 -		- 0 -
Equity compensation plans not approved by security holders		- 0 -		- 0 -		- 0 -
Total		- 0 -		- 0 -		- 0 -

~~Recent~~The ~~Issuance~~primary terms of our ~~Unregistered~~oil ~~Securities~~and natural gas leases expire at various dates. Our developed acreage is currently held by production, which means that these leases are active as long as we produce oil or natural gas from the acreage or comply with certain lease terms. Upon ceasing production, these leases will expire. The following table summarizes by year our gross and net undeveloped acreage scheduled to expire in the next five years.

We did not issue any unregistered securities during the fiscal quarter ended September 30, 2011.

	Undeveloped (Acres)				% of Total Undeveloped (Acres)
As of December 31,	Gross⁽¹⁾		Net⁽²⁾		Net⁽²⁾
2013		1,750		1,050		31	%
2014		1850		1,110		33	%
2015		1,500		900		27	%
2016		500		300		9	%
2017		—		—		—

		5,600		3,360		100	%

If(1) ~~our~~“Gross” ~~stock~~means ~~is listed on an exchange we will be subject to~~ the ~~Securities~~total ~~Enforcement~~number ~~and Penny Stock Reform Act~~ of ~~1990~~acres ~~requires additional disclosure relating to the market for penny stocks~~ in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we dohave ~~not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving~~ a ~~penny~~working ~~stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.~~interest

~~ITEM~~(2) 6“Net” –means ~~SELECTED~~the ~~FINANCIAL~~sum ~~DATA~~of the fractional working interests that we own in gross acres.

AsProductive aWells ~~smaller reporting company we are not required to provide the information required by this Item.~~

~~ITEM~~The 7following -table ~~MANAGEMENT’S~~presents ~~DISCUSSION~~the ~~AND~~total ~~ANALYSIS~~gross and OFnet ~~FINANCIAL~~productive ~~CONDITION~~wells ~~AND~~by ~~RESULTS~~area OFand ~~OPERATION~~by oil or natural gas completion as of December 31, 2012:

Forward-Looking Statements

	Oil Wells
	Gross⁽¹⁾		Net⁽²⁾
Luling Fields		0		0

~~This~~*The ~~annual~~Company ~~report~~produced onhydrocarbons ~~Form~~by ~~10-K~~swabbing ofproductive ~~Soton~~leases that Holdings Group, Inc. for the year ended September 30, 2011 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have awell ~~reasonable~~bores ~~basis~~that ~~for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which~~ are ~~unforeseen, including, among others, the risks we face as described in this filing. You should~~ not ~~place~~equipped undue reliance on these forward-looking statements which apply only as of the date of this annual report. These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and are intended to beproduce ~~covered by the safe harbors created thereby~~independently. ToThe ~~the~~company ~~extent~~has ~~that~~access such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to ~~future~~approximately ~~results~~350 ~~or events,~~ such ~~expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished~~locations.

13(1) “Gross” means the total number of wells in which we have a working interest.

We(2) ~~believe~~“Net” itmeans ~~is important to communicate our expectations to our investors. There may be events in~~ the ~~future;~~sum ~~however, that we are unable to predict accurately or over which we have no control. The risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples~~ of ~~risks,~~the ~~uncertainties~~fractional ~~and~~working ~~events~~interests that ~~may cause our actual results to differ materially from the expectations~~ we ~~describe~~own in ~~our~~gross ~~forward-looking statements~~wells. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to: our ability to successfully maintain a credit facility to purchase new and used machines, manufacture new products; the ability to obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

~~Critical~~Drilling ~~Accounting~~Activity ~~Policies~~

~~Estimates~~The following table summarizes the number of net productive and dry development wells and net productive and dry exploratory wells we drilled during the periods indicated and refers to the number of wells completed during the period, regardless of when drilling was initiated. At December 31, 2012, we had no wells being drilled and four gross (3 net) wells awaiting completion.

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We review our estimates on an on-going basis, including those related to sales allowances, the allowance for doubtful accounts, inventory reserves, long-lived assets, income taxes and litigation. We base our estimates on our historical experience, knowledge of current conditions and our beliefs of what could occur in the future considering available information. Actual results may differ from these estimates, and material effects on our operating results and financial position may result.

	Development Wells				Exploratory Wells
Fiscal Year Ended December 31,	Productive		Dry		Productive		Dry
2012		—		—		—		—
2011		—		—		—		—

~~Recent Accounting Pronouncements~~13

~~In December 2010, the FASB issued an accounting standard update 2010-29 that addresses the disclosure of supplementary pro forma information for business combinations~~ITEM 3. LEGAL This update clarifies that when public entities are required to disclose pro forma information for business combinations that occurred in the current reporting period, the pro forma information should be presented as if the business combination occurred as of the beginning of the previous fiscal year when comparative financial statements are presented. This update is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The Company believes that the adoption of this standard will not materially expand the consolidated financial statement footnote disclosures.PROCEEDINGS

14As of December 31, 2012, the Company was not a party to any pending or threatened legal proceedings.

~~Business~~ITEM 4. ~~Overview~~[REMOVED AND RESERVED]

We were incorporated in Nevada on June 9, 2010, under the laws of the State of Nevada, for the purpose of operating a wine bottle distribution business. Since inception and through September 30, 2011, our business operations were limited to primarily, the development of a business plan, the completion of private placements for the offer and sale of our common stock for aggregate proceeds of $22,750, discussing the supply of wines bottles with potential customers, and the signing of a Letter of Intent with our potential customer, Khan Krum Winery, a private Bulgarian company producing wine. The letter of intent is a document that only expresses a stated intent for future negotiation. On November 25, 2010, we entered into a Bottle Supply Agreement with Hangzhou Yangcheng Company, Ltd., a Chinese bottle producer, wherein we agreed to purchase wine bottles from Hangzhou. On August 15, 2011, we signed an Amendment No. 1 to the Bottle Supply Agreement with Hangzhou wherein we modified our obligation to purchase bottles under the agreement, eliminating the requirement to purchase a minimum number of bottles, as well the termination provisions. We are a development stage company and cannot state with certainty whether we will achieve profitability. We do not have revenues, have minimal assets and have incurred losses since inception. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months.PART II

~~We recently underwent a change of control and are currently evaluating shifting our business focus away from wine bottle distribution to the oil and gas industry~~ITEM 5. If weMARKET ~~elect~~FOR toREGISTRANT’S ~~pursue~~COMMON ~~this~~EQUITY; ~~new~~RELATED ~~business~~STOCKHOLDER ~~focus~~MATTERS weAND ~~will~~SMALL ~~look~~BUSINESS atISSUER ~~potential~~PURCHASES ~~oil~~OF ~~and~~EQUITY ~~gas companies, properties and leases to acquire. We do not currently have any such companies, properties or leases targeted.~~SECURITIES

~~Results~~MARKET ~~of Operations for the Year Ended September 30, 2011 and the Period June 9, 2010, Date of Inception, Through September 30, 2010~~INFORMATION

~~The~~Beginning ~~three~~on ~~and~~March ~~one-half~~17, ~~month period ending September 30~~2011, ~~2010~~our isCommon Stock ~~not~~was ~~comparable~~quoted toon the ~~year~~OTC ~~period~~Bulletin ~~ending~~Board ~~September~~under ~~30, 2011 and therefore we have not compared~~ the ~~two~~symbol ~~periods in the discussion below~~“RIOB”.

~~Introduction~~The following table shows the high and low prices of our common shares on the OTC Bulletin Board for each quarter for fiscal years 2011 and 2012. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

For the twelve months ended September 30, 2011, we generated no revenue, and therefore had no corresponding cost of sales. We had a net loss of $19,346. For the year ended September 30, 2010, we also had no revenue and no cost of sales. We had a net loss of $941, for year ended September 30, 2010. An explanation of these numbers and how they relate to our business is contained below.

Period	High	Low
January 1, 2011-March 31, 2011	N/A	N/A
April 1, 2011-June 30, 2011	$0.00	$0.00
July 1, 2011-September 30, 2011	$0.25	$0.15
October 1, 2011-December 31, 2011	$0.25	$0.15
January 1, 2012-March 31, 2012	$1.07	$0.99
April 1, 2012-June 30, 2012	$1.03	$0.75
July 1, 2012-September 30, 2012	$0.98	$0.77
October 1, 2012-December 31, 2012	$0.90	$0.70

~~General~~The market price of our common stock is highly volatile and ~~Administrative~~is ~~Expenses~~subject to fluctuations in response to variations in operating results, public announcements or other events or factors. Our stock price may also be affected by broader market trends unrelated to our performance.

Our general and administrative expenses are those expenses we have related to money spent in operating our business (rent, salaries, telephone charges, etc.) that are not directly associated with production of goods or services. For the year ended September 30, 2011 our general and administrative expenses were $19,346. Our general and administrative expenses for the year ended September 30, 2011, primarily consisted of transfer agent fees of $8,539, legal expenses of $3,000, accounting expenses of $4,750 and general corporate expenses of $3,057. Our general and administrative expenses for the period from June 9, 2010 through September 30, 2010 were $941. Currently our general and administrative expenses have been primarily related to the public reporting and attainment of working capital to commence our business operations.Holders

~~Liquidity~~As of April 5, 2013 there were 32,592,686 shares of common stock outstanding and ~~Capital~~approximately ~~Resources~~25 stockholders of record, including 17,559,980 shares held by CEDE & Co.

~~Our principal sources of liquidity consist of cash and cash equivalents and borrowing from various sources~~. ~~At September 30, 2011, our cash and cash equivalents totaled $33 and we had prepaid expenses totaling $3,379.~~

AtTransfer ~~September~~Agent ~~30, 2011, we had $949 in debt outstanding, primarily owed to Mariya Kokho, one of our former officers~~ and ~~directors.~~Registrar

15Our transfer agent is Island Stock Transfer, 15500 Roosevelt Boulevard, Suite 301 Clearwater, Florida 33760; telephone 727-289-0010

~~Our~~Dividend existing liquidity is not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future. We will need to seek to obtain additional debt or equity financing, especially if we experience downturns or cyclical fluctuations in our business that are more severe or longer than anticipated, or if we experience significant increases in the cost of raw material and manufacturing, lose a significant customer, or increases in our expense levels resulting from being a publicly-traded company. If we attempt to obtain additional debt or equity financing, we cannot assure you that such financing will be available to us on favorable terms, or at all.Policy

~~Our~~We ~~audited~~have ~~financial~~never ~~statements~~paid ~~for~~any cash ~~the~~dividends ~~year~~on ~~ended~~our ~~September~~Common ~~30,~~Stock ~~2011~~and ~~indicate~~do ~~there~~not isanticipate ~~substantial~~paying ~~doubt~~any ~~about~~cash ~~our~~dividends ~~ability~~on toour ~~continue~~Common asStock ain ~~going~~the ~~concern~~foreseeable asfuture. We weintend ~~are~~to ~~dependent~~retain onfuture ~~our~~earnings ~~ability~~ to ~~retain~~fund ~~short~~ongoing ~~term~~operations ~~financing~~ and ~~ultimately~~future tocapital ~~generate~~requirements ~~sufficient~~of ~~cash flow to meet~~ our ~~obligations~~business. onAny afuture ~~timely basis in order~~ determination to ~~attain~~pay ~~profitability,~~cash asdividends ~~well~~will asbe ~~successfully~~at ~~obtain~~the ~~financing~~discretion onof ~~favorable~~the ~~terms~~Board toof ~~fund~~Directors ~~the~~and ~~company’s~~will ~~long~~be ~~term~~dependent ~~plans. We~~upon ~~can~~our ~~give~~financial nocondition, ~~assurance~~results of ~~that~~operations, ~~our~~capital ~~plans~~requirements and ~~efforts~~such toother ~~achieve~~factors as the ~~above~~Board ~~steps~~of ~~will~~Directors bedeems ~~successful~~relevant.

On December 21, 2011, we issued an unsecured promissory note in the amount of $200,000 to Michael J. Garnick, an unaffiliated lender. The promissory note accrues interest at 10% per annum and is due on February 15, 2011. As a condition for issuing the promissory note, we are also obligated to issue 3,000 shares of its common stock to Michael J. Garnick. As of December 26, 2011, we had not received the funds from Mr. Garnick but expect to receive them shortly.14

~~Cash~~Securities ~~Flows~~Authorized for Issuance Under Equity Compensation Plans

~~The~~There ~~following~~are ~~table~~no ~~sets~~outstanding ~~forth~~options or warrants to purchase shares of our ~~cash~~common ~~flows~~stock ~~for~~under ~~the~~any ~~year~~equity ~~ended~~compensation ~~September~~plans. 30As a result, ~~2011~~we ~~and~~did ~~the~~not ~~period~~have ~~June~~any 9options, ~~2010,~~warrants or ~~date~~rights ofoutstanding ~~inception,~~as ~~through~~of ~~September~~December 3031, ~~2010:~~2012.

	2011			2010
Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Provided by (used in):
	(a)			(b)			(c)
Operating activities	$	(22,725	)	$	(941	)
Equity compensation plans approved by security holders		- 0 -			- 0 -			- 0 -
Investing activities		-			-
Equity compensation plans not approved by security holders		- 0 -			- 0 -			- 0 -
Financing activities		600			23,099
Total		- 0 -			- 0 -			- 0 -
Net increase (decrease) in cash and cash equivalents	$	(22,125	)	$	22,158

~~Operating~~RECENT ~~Activities~~SALES OF UNREGISTERED SECURITIES

~~Net~~Below ~~cash~~is ~~used~~a inlist ~~operating~~of ~~activities~~securities ~~was~~sold ~~$22,725~~by ~~for~~us from ~~the~~January ~~year ended September 30~~1, ~~2011. Our~~2012 ~~cash~~through ~~used~~April ~~for operating activities for the year ended September 30~~5, ~~2011~~2013 ~~was~~which ~~primarily~~were ~~$3,379~~not inregistered anunder ~~increase in prepaid expenses and~~ the ~~remaining~~Securities ~~amount was used to pay general and administrative expenses~~Act.

Investing Activities

Name of Purchaser	Issue Date	Security	Shares	Consideration
Chapter Petroleum, Inc.	Feb. 7, 2012	Common	270,000(1)	$202,500
D-J’s Well Service, Inc.	Feb. 7, 2012	Common	135,000(1)	$101,250
Canadian River Production, Inc.	Feb 7, 2012	Common	270,000(1)	$202,500
Pan American Oil Co., LLC	Feb 13, 2012	Ser. A Preferred	4,150,000	Share Exchange
Michael Garnick	Feb 13, 2012	Ser. A Preferred	750,000	Share Exchange
Varexco Development, LLC	Feb 13, 2012	Ser. A Preferred	500,000	Share Exchange
Marvin Markman	Feb 13, 2012	Ser. A Preferred	100,000(2)	Share Exchange
Moonlight Enterprises Ltd	March 6, 2012	Common	333,333(1)	$250,000
DIT Equity Holdings, LLC	March 6, 2012	Common	333,333(1)	$250,000
Crimson Tide Ltd	March 6, 2012	Common	800,000(1)	$1,050,000
Clyde Berg	March 10, 2012	Common	400,000(1)	$1,050,000
Numa Luling, LLC	June 8, 2012	Ser. B Preferred	3,250,000	Asset Purchase
United Capital Group, Inc.	July 26, 2012	Common	100,000	Consulting Svcs.
Michael Garnick	Aug 22, 2012	Ser. C Preferred	250,000(3)	$250,000
Quest IRA, Inc. FBO Zai Yuan Zhen	Aug. 30, 2012	Ser. C Preferred	242,000(3)	$242,000

~~There~~(1) ~~was~~Sold noas ~~net~~a ~~cash~~Unit ~~provided~~together bywith ~~(used~~a ~~in)~~warrant ~~investing~~to ~~activities~~acquire 1 share of common stock of the Company for each share purchased at an exercise price of $1. 50 per share and an exercise period of 3 years from the date of issuance.

~~Financing~~(2) ~~Activities~~Converted to 111,000 shares of Common Stock on March 11, 2013

~~Net~~(3) ~~cash~~Sold ~~provided~~as bya ~~financing~~Unit ~~activities~~together ~~was~~with ~~$600~~a ~~for~~warrant ~~the~~to ~~year~~acquire ~~ended~~1 ~~September~~share ~~30,~~of ~~2011. The~~common ~~cash~~stock ~~provided~~of bythe ~~financing~~Company ~~activities~~ for ~~the~~each ~~year~~share ~~ended~~purchased ~~September~~at ~~30,~~an ~~2011,~~exercise ~~consisted~~price of $~~600 from a loan from a former director~~1. ~~For~~50 ~~the~~per ~~three~~share and ~~one-half~~an ~~month~~exercise period ~~ended September 30, 2010 the cash provided by financing activities consisted~~ of ~~$22,750~~3 years from ~~proceeds of~~ the ~~sale~~date of ~~common stock and $349 in loans from a former director~~issuance.

1615

~~Quantitative~~The securities issued in the abovementioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and ~~Qualitative~~Rule ~~Disclosures~~506 ~~about~~of ~~Market~~Regulation ~~Risk~~D.

~~The~~Purchases of ~~only~~Equity ~~financial instruments we hold are cash and cash equivalents.~~Securities

~~Off~~The Company ~~Balance~~has ~~Sheet~~never ~~Arrangements~~purchased nor does it own any equity securities of any other issuer.

WeITEM 6. SELECTED ~~have~~FINANCIAL ~~no off balance sheet arrangements.~~DATA

~~ITEM~~As 7Aa –smaller ~~QUANTITATIVE~~reporting ~~AND~~company ~~QUALITATIVE~~we ~~DISCLOSURES~~are ~~ABOUT~~not required ~~MARKET~~to ~~RISK~~provide the information required by this Item.

AsITEM a7. ~~smaller~~MANAGEMENT’S ~~reporting~~DISCUSSION ~~company~~AND weANALYSIS ~~are~~OF ~~not~~FINANCIAL ~~required~~CONDITION toAND ~~provide~~RESULTS ~~the~~OF ~~information required by this Item.~~OPERATION

~~ITEM~~Forward 8Looking ~~- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Statements

Report of Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Shareholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

This Annual Report on Form 10-K contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PLSRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding Rio Bravo Oil, Inc. (the “Company” or “Rio Bravo,” also referred to as “us”, “we” or “our”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Form 10-K generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

17Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” in prior reports filed by the Company and other matters described in this Form 10-K generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

~~Financial Statements~~Overview

~~Index~~In January 2012, Rio Bravo Oil, Inc. (f/k/a/ Soton Holdings Group, Inc.), a Nevada corporation (the “Company”) determined to ~~Financial~~change ~~Statements:~~its business plan to focus on the oil and gas industry and to seek, investigate, and, if warranted, acquire one or more properties or businesses in the oil and gas industry, and to pursue other related activities intended to enhance shareholder value. The acquisition of the oil and gas assets described herein was undertaken in furtherance of that strategy.

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders' Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

~~REPORT~~The OFManagement ~~INDEPENDENT~~of ~~REGISTERED~~the ~~PUBLIC~~Company ~~ACCOUNTING~~has ~~FIRM~~adopted a strategy of developing a growth-focused independent energy and production company with a focus on development of proven undeveloped reservoirs and expansion of fields through unconventional methods of resource development. The Company has begun to execute this strategy through acquisition and aggregation of certain working interests located within the Luling Edwards, Darst Creek Luling Branyon, and Salt Flat fields in Texas, (collectively referred to as the “Luling Edwards Fields”). It has been the Company’s strategy to acquire certain significant working interests and assets with productive Edwards reservoirs, and to additionally acquire additional rights associated with its targeted leases, to obtain secondary development opportunities.

ToMaterial ~~the Board of Directors and~~Events

~~Soton~~Operations: ~~Holdings Group, Inc.~~

WeIn ~~have~~July ~~audited~~2011, ~~the~~Pan ~~accompanying~~American ~~balance~~Oil ~~sheets~~Company, LLC of(“Pan ~~Soton~~American”) ~~Holdings~~entered ~~Group~~into a preliminary purchase and sale agreement with Rio Bravo Oil, ~~Inc.~~LLC asin which Pan American agreed to purchase all of ~~September~~Rio 30Bravo Oil LLC’s right, ~~2011~~title and ~~2010,~~interest in its approximate 27% working interest and 23% net revenue interest in certain leaseholds in the ~~related~~Luling-Edwards ~~statements~~Field. ofThe ~~operations~~purchase price was approximately $1.5 million in cash with a requirement to close on or before November 30, ~~stockholders~~2011. The agreement was subsequently modified to include Rio Bravo’s ~~equity,~~approximate 3.345% working interest and 12.5% net revenue interest (after overrides) in certain leaseholds in the Bateman Field and the purchase price was increased to include approximately an additional $1.7 million in cash ~~flows~~with ~~for~~the acquisition date extended until Pan American was able to arrange funding. In February 2012 the ~~year~~agreement ~~ended~~was ~~September~~modified 30again such that the assets included in the amended purchase and sale agreement included the original Luling-Edwards Field leaseholds and an option to purchase the Bateman Field leaseholds. This transaction closed on February 13, 2012. In November 2011, Pan American Oil Company, LLC entered into two separate purchase and ~~the~~sale ~~period~~agreements ~~from~~with ~~inception~~entities ~~(June~~that 9,were ~~2010)~~sold ~~through~~partial ~~September~~interests 30in the Luling-Edwards field by Rio Bravo Oil, LLC in March 2010. ~~Soton~~ The ~~Holdings~~agreements ~~Group,~~called ~~Inc~~for Pan American to purchase approximately 20.’s75% ~~management~~net isrevenue ~~responsible~~interest ~~for~~and ~~these~~30% ~~financial~~working ~~statements.~~interest ~~Our~~in ~~responsibility~~the isleaseholds in the Luling-Edwards field and had a combined purchase price of $300,000 in cash and the requirement of Pan American to ~~express~~deliver $500,000 anworth ~~opinion~~of onthe ~~these~~shares ~~financial~~of ~~statements~~preferred ~~based~~stock onPan ~~our~~American ~~audits~~receives in connection with a sale of its interests to a public company.

WeOn ~~conducted~~February ~~our~~13, ~~audits~~2012, ~~in accordance with~~ the ~~standards~~Company ofentered into ~~the~~a ~~Public~~share ~~Company~~exchange ~~Accounting~~agreement ~~Oversight~~with ~~Board~~Pan ~~(United States)~~American. ~~Those~~Pursuant ~~standards require that we plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the ~~financial statements are free of material misstatement. The company is not required to have~~Agreement, ~~nor~~Pan ~~were~~American weexchanged ~~engaged to perform, an audit of~~ its ~~internal~~outstanding ~~control~~membership interests ~~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~~5,500,000 ~~but~~shares ~~not for the purpose~~ of ~~expressing~~Rio ~~an opinion on the effectiveness of the company~~Bravo’s ~~internal~~Series ~~control~~A ~~over~~Preferred ~~financial~~stock ~~reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts~~ and ~~disclosures in~~ the ~~financial~~assumption ~~statements,~~of ~~assessing~~approximately ~~the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation~~$3.3 Wemillion ~~believe that our audits provide a reasonable basis for our opinion~~of liabilities.

In ~~our~~June ~~opinion~~2012, the ~~financial~~Company ~~statements~~consummated ~~referred~~two transactions to ~~above~~acquire ~~present~~additional ~~fairly~~leasehold rights to acreage in Guadeloupe and Caldwell Counties, Texas. In the first agreement, the Company entered into a purchase and sale agreement with Numa Luling, LLC in which the Company acquired all ~~material~~of ~~respects~~Numa Luling, LLC’s right, title and interest (25% working interest and 25% net revenue interest, subject to 25% ORRI) in leasehold rights to the ~~financial~~same ~~position~~formation, the Edwards formation, held by the Company. The purchase price for the acquisition of ~~Soton~~interests ~~Holdings~~held ~~Group~~by Numa Luling, LLC was 3,250,000 shares of Series B Preferred stock, which the Company valued at $3.466 million. The second acquisition was an asset purchase agreement with Eagle Ford Oil Co, Inc. in which the Company acquired 80% of the leasehold interests held by Eagle Ford Oil Co, Inc.. The leaseholds acquired are for depths other than the Edwards formation on the same acreage as the leaseholds owned by the Company. As part of ~~September~~the 30agreement, ~~2011~~the Company agreed to carry the remaining 20% interest for drilling and ~~2010~~swabbing operations, ~~and~~but not for leasehold operating expenses. The purchase price was payment of approximately $2 million in cash plus a note in the ~~results~~amount of ~~its~~$225,000 ~~operations~~plus ~~and~~the ~~its~~assumption ~~cash~~of ~~flows~~certain payment obligations to the bankruptcy estate of the previous owner of the leasehold rights. The payment of one obligation calls for the ~~year~~Company ~~ended~~to ~~September~~pay ~~30,~~to ~~2011~~the bankruptcy estate $5,000 per well drilled to a maximum of 200 wells and ~~the~~if ~~period~~that ~~from~~total ~~inception~~is ~~(June~~not 9,met ~~2010)~~a ~~through~~balloon ~~September~~payment ~~30,~~is ~~2010~~due inon ~~conformity~~March ~~with~~16, ~~accounting~~2016 ~~principles~~for ~~generally~~the ~~accepted~~difference inbetween $1 million and the ~~United~~per ~~States~~well ofamount ~~America~~funded through March 16, 2016.

In 2012, the third party operator for the Company’s leasehold interests commenced several drilling and work-over programs targeting three different depths within the Buda and Edwards formations. The ~~accompanying~~first ~~financial~~program ~~statements~~started ~~have~~by ~~been~~the ~~prepared~~third ~~assuming~~party operator was an attempt to test for recompleting the wells drilled in the 2010 drilling program that were all dry holes that were acquired by the Company ~~will~~with ~~continue~~their aspurchase aof ~~going~~Pan American ~~concern~~Oil Co, LLC and Numa Luling, LLC. ~~The~~ During 2012 the Company isbegan inrecomplete ~~development~~work ~~stage~~on the #1H and ~~has~~the ~~incurred~~#3H ~~operating~~wells. ~~losses~~As ~~since~~of ~~inception. These~~December 31, ~~conditions~~2012, ~~raise~~the ~~substantial~~Company ~~doubt~~had ~~about~~incurred ~~its~~drilling ~~ability~~costs toof ~~continue~~approximately as$232,000 ain ~~going~~regards ~~concern~~to this first program. ~~Management’s~~The ~~plans~~#1H ~~concerning~~well ~~these~~is ~~matters~~still being ~~are~~tested, ~~also~~while ~~described~~the in#3H ~~Note~~well 2will go into production after proper pump size has been determined. The ~~financial~~Company ~~statements~~expects doto ~~not~~be able ~~include~~to ~~any~~report ~~adjustments~~production ~~that~~test ~~might~~results ~~result~~in ~~from~~ the ~~outcome~~second quarter of ~~these uncertainties~~2013.

~~L J Soldinger Associates, LLC~~17

~~Deer~~The ~~Park,~~second ~~Illinois~~program started was a small workover program covering 4 previously inactive wells in the Austin chalk formation that were acquired in the purchase of the leasehold interest acquired from Eagle Ford Oil Co. Inc. During 2012 the Company incurred work-over costs of approximately $98,000.

The third drilling program was the drilling of a new horizontal well nearby to the wells drilled in the 2010 drilling program noted above, the Tiller #4H well. The Company incurred drilling costs of approximately $1.38 million for this well, which was undergoing testing as of December 2731, ~~2011~~2012. As of the date of this annual report, the well was undergoing flow testing and the Company expects to be able to report production test results in the second quarter of 2013.

~~F-1~~In January 2013, the Company and 0947388 BC Ltd. (“094”) entered into a letter of intent for 094 to farm into the Edwards formation assets acquired through its acquisition of Pan American Oil Company, LLC (see Note 2) and Numa Luling, LLC (see Note 4) and also the 80% interest in certain leasehold interests acquired from Eagle Ford Oil Co., Inc. (see Note 4). The letter of intent specifies that upon completion of the #4H Tiller well currently being completed by the Company, 094 will drill 10 wells within the Edwards formation of which 100% of the costs shall be borne by 094. At the end of the 10 well program, 094 has the option to extend the program for a further 5 wells, borne at the sole cost of 094 or acquire 100% of the Company’s interest in the Edwards formation leasehold interests for $45 million, which price is reduced on a pro rata basis should oil prices drop below $85 per barrel down to a minimum of $30 million. Should 094 decide not to purchase 100% of the Company’s interest in the Edwards formation leasehold interests, then 094 will earn 80% of revenue from those 10 wells drilled by 094 until such time as it has recouped its costs, at which point its revenue interest reverts to 60%. In addition, 094 will also drill 5 wells within the Buda formation at 50% cost to earn 40% before payout and 30% after payout. At completion, 094 has the option to acquire 10% of the interest held by the Company in the entire leasehold through payment of $7.5 million to the Company. In the event 094 chooses not pay the final option price it will earn only a 30% interest in the 5 wells drilled by 094. At the time of entering the letter of intent, 094 paid a deposit of $300,000. The Company and 094 are still in negotiations and no agreement has been finalized.

~~SOTON HOLDINGS GROUP, INC.~~Finance:

~~(A Development Stage Company)~~Debt:

~~Balance~~On ~~Sheets~~December 22, 2011, the Company issued an unsecured promissory note in the amount of $200,000 to Michael J. Garnick, a stockholder. The promissory note accrued interest at 10% per annum and was due on February 15, 2012. As a condition for issuing the promissory note, the Company was obligated to issue 90,000 shares of its common stock to Michael J. Garnick. The note was repaid in full in March 2012.

	September 30,
	2011			2010
ASSETS
Current assets
Cash	$	33		$	22,158
Prepaid Expenses		3,379			-
Total current assets		3,412			22,158
Total assets	$	3,412		$	22,158
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loan from former director	$	949		$	349
Total current liabilities		949			349
Stockholders' equity
Common stock, $0.001 par value, 75,000,000 shares authorized as of September 30, 2011 and 2010; 3,175,000 shares issued and outstanding as of September 30, 2011 and 2010		3,175			3,175
Additional paid-in capital		19,575			19,575
Deficit accumulated during the development stage		(20,287	)		(941	)
Total stockholders' equity		2,463			21,809
Total liabilities and stockholders' equity	$	3,412		$	22,158

In connection with the acquisition of Pan American, the Company acquired certain advances payable and short term bridge notes in the principal amount of $1,900,000 from two unaffiliated entities. Of the $1,900,000 borrowed, $600,000 was evidenced by an unsecured promissory note, had an interest rate of 10% per annum and was repaid March 2012. The remaining $1,300,000 borrowed was evidenced by a series of loan agreements all with essentially the same terms; interest at the rate of 6% per annum, unsecured, and due on the earlier of December 31, 2012 or upon demand. As of December 31, 2012, $350,000 was due on this loan. The Company is currently in negotiations with the lender to extend the maturity date of the loan and expects to complete the extension in the second quarter of 2013.

In 2011, Pan American was advanced approximately $90,000 by a then related party. The ~~accompanying~~advance ~~notes~~is ~~are~~non-interest anbearing, ~~integral~~is ~~part~~unsecured and due on demand and as of ~~these~~December ~~financial~~31, ~~statements~~2012 the balance the Company owed is $90,704.

~~F-2~~18

~~SOTON~~On ~~HOLDINGS~~February ~~GROUP~~24, ~~INC~~2012, the Company received gross proceeds of $2.5 million from the sale of two promissory notes to two unrelated entities. The notes mature on December 31, 2014, bear interest at the rate of 8% per annum, are unsecured and are convertible into up to 2.5 million shares of the Company’s common stock, subject to certain adjustments, at the option of the holders. In addition, should the Company’s common stock trade above $2.50 for a period of 30 or more consecutive trading days, the notes and all accrued and unpaid interest automatically convert into common stock of the Company, at the conversion rate then in effect. In connection with the $2.5 million notes noted above, the Company paid a 10% fee to and unrelated third party who helped facilitate the transaction. At December 31, 2012, the balance the Company owed was $2.5 million.

(AOn ~~Development~~April ~~Stage~~30, 2012, the Company) received gross proceeds of $750,000 from the sale of a promissory note that matures on April 30, 2017, is unsecured and bears interest at the rate of 3% per annum. The note contains conversion privileges such that the holder may convert at any time into common stock of the Company at a conversion rate of $0.75 per share. The conversion feature includes standard anti-dilution provisions. The balance owed at December 31, 2012 was $750,000.

~~Statements~~On May 21, 2012, the Company received gross proceeds of ~~Operations~~$300,000 from the sale of a promissory note that originally matured on the earlier of December 31, 2012 or upon the Company raising $1,500,000 in debt or equity after the sale of the note, bears interest at the rate of 6% per annum and is unsecured. On December 24, 2012, the maturity date of the note was extended until March 31, 2013. The Company is still in negotiations with the lender to extend that maturity date and expects to complete extension in the second quarter of 2013. In combination with the $750,000 note described above, the Company paid fees totaling $110,000 to acquire these loans.

	For Year Ended September 30, 2011			From Inception on June 9, 2010 to September 30, 2010
Expenses
General and administrative expenses	$	(19,346	)	$	(941	)
Net loss from operation before taxes		(19,346	)		(941	)
Provision for income taxes		-			-
Net loss	$	(19,346	)	$	(941	)
Loss per common share – basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding		3,175,000			2,396,491

On May 25, 2012 the Company issued a note as part of the purchase price to acquire the 80% interest in the Eagle Ford Oil Co., Inc. oil and gas leaseholds in the amount of $225,000 that matured on December 31, 2012, was unsecured and bears interest at the rate 5% per annum. As of December 31, 2012 the unpaid balance of the loan was $190,000. The Company is currently in negotiations with the lender to extend the maturity date of the loan and expects to complete the extension in the second quarter of 2013.

On October 11, 2012, the Company received gross proceeds of $185,000 from the sale of a Promissory Note to DIT Equity Holdings, LLC in the face amount of $185,000. The ~~accompanying~~Note is ~~notes~~unsecured, ~~are~~bears aninterest ~~integral~~at ~~part~~a rate of ~~these~~six ~~financial~~percent ~~statements~~(6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

~~F-3~~On November 1, 2012, the Company received gross proceeds of $300,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $300,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

~~SOTON~~On ~~HOLDINGS~~November ~~GROUP~~7, ~~INC~~2012, the Company received gross proceeds of $400,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $400,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

(AOn ~~Development~~November ~~Stage~~9, 2012, the Company received gross proceeds of $100,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $100,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

~~Statement~~On November 1, 2012, the Company received gross proceeds of ~~Stockholders’~~$200,000 ~~Equity~~from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $200,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

~~From Inception on June 9, 2010 to~~19

~~September~~On 30November 20, ~~2011~~2012, the Company received gross proceeds of $150,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $150,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

							Deficit
							Accumulated			Total
					Additional		During the			Stockholders’
	Common Stock				Paid-In		Development			Equity
	Shares		Amount		Capital		Stage			(Deficit)
Balance at inception on June 9, 2010	-		$	-	$	-	$	-		$	-
June 21, 2010
Common shares issued for cash at $0.001		2,500,000		2,500		-		-			2,500
September 29, 2010
Common shares issued for cash at $0.03		675,000		675		19,575		-			20,250
Net loss		-		-		-		(941	)		(941	)
Balance as of September 30, 2010		3,175,000		3,175		19,575		(941	)		21,809
Net loss		-		-		-		(19,346	)		(19,346	)
Balance as of September 30, 2011		3,175,000		3,175		19,575	$	(20,287	)	$	2,463

On December 5, 2012, the Company received gross proceeds of $300,000 from the sale of a Promissory Note to RMS Advisors, Inc. in the face amount of $300,000. The Note is unsecured, bears interest at a rate of six percent (6%) per annum and is due on the earlier to occur of the Company raising an additional $1,500,000 in new capital or December 31, 2013.

On January 16, 2013, the Company received gross proceeds of $150,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The ~~accompanying~~note ~~notes~~bears ~~are~~interest at anthe ~~integral~~rate ~~part~~of 6% per annum, is unsecured and is due on the earlier of ~~these~~1 ~~financial~~year ~~statements~~from the date of issuance of the note or when the Company raises gross proceeds of $1.5 million in a debt or equity offering. The note was repaid in full on January 29, 2013.

~~F-4~~On January 25, 2013, the Company received gross proceeds of $40,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the earlier of February 3, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

~~SOTON~~On ~~HOLDINGS~~February ~~GROUP~~26, ~~INC~~2013, the Company received gross proceeds of $10,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 7, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

(AOn ~~Development~~February ~~Stage~~26, 2013, the Company) received gross proceeds of $45,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 7, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

~~Statements~~On March 20, 2013, the Company received gross proceeds of ~~Cash~~$65,000 ~~Flows~~and issued a promissory note to Wiltomo Redemption Foundation in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 20, 2014.

	For Year Ended September 30, 2011			From Inception on June 9, 2010 to September 30, 2010
Operating activities
Net (loss)	$	(19,346	)	$	(941	)
Increase in prepaid expenses		(3,379	)		-
Net cash (used) for operating activities		(22,725	)		(941	)
Financing activities
Loans from a former director		600			349
Sale of common stock		-			22,750
Net cash provided by financing activities		600			23,099
Net increase (decrease) in cash and equivalents		(22,125	)		22,158
Cash and equivalents at beginning of the period		22,158			-
Cash and equivalents at end of the period	$	33		$	22,158
Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-
Taxes		-			-
Non-cash activities	$	-		$	-

On April 2, 2013, the Company received gross proceeds of $45,000 and issued a promissory note to Wiltomo Redemption Foundation in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the April 2, 2014.

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

~~F-5~~PREFERRED STOCK:

~~SOTON~~Series ~~HOLDINGS GROUP, INC.~~A

(In connection with the acquisition of Pan American, the Company issued 5,500,000 shares of Series A ~~Development~~preferred ~~Stage~~stock as partial consideration for the purchase. The Series A preferred stock had an initial issue price of $1 per share and accrues a dividend quarterly to each holder at the rate of 3% per annum based on the original issue price, payable quarterly in cash or in kind. Series A preferred holders are required to have received all dividends before any dividend on common stock may be issued. The Series A preferred ranks senior to common stock in the event of a liquidation or winding up of the Company). The Series A preferred may be converted in whole or in part at any time at the option of the holder at the rate of 1 common share for each Series A Preferred, subject to adjustments as defined in the Series A certificate of designation. In addition, should the common stock of the Company trade in any over the counter market above $1.75 per share for a period of at least 30 consecutive trading days, the Company have an initial public offering of any class of securities in which gross proceeds are in excess of $50 million or consummate a merger in which the existing Company shareholders obtain less than 50% of the voting control of the combined entity, then the Series A preferred will automatically convert into the number of shares of common stock as the then conversion rate indicates. In the event that holders elect not to convert their Series A preferred or no automatic conversion is triggered, on January 31, 2019, the Series A preferred will become mandatorily redeemable for cash at its original issue price plus any unpaid dividends accrued as of that date.

~~Notes to the Financial Statements~~20

~~NOTE~~Series ~~1 - ORGANIZATION AND BUSINESS OPERATIONS~~B

~~Soton~~In ~~Holdings~~connection ~~Group~~with the acquisition of Numa Luling, ~~Inc~~the Company issued 3,250,000 shares of Series B preferred stock as partial consideration for the purchase. The Series B preferred stock had an initial issue (~~“the~~also ~~Company”~~liquidation price) ~~was~~of ~~incorporated~~$1 ~~under~~per share. The Series B ranks junior to the ~~laws~~Series ofA preferred stock in respect to the ~~State~~payment of ~~Nevada,~~dividends Ubut senior to shares of common stock.S. onThe ~~June~~Series 9,B ~~2010~~is non-cumulative and ~~was~~dividends must ~~originally~~be ~~formed~~declared ~~for~~before ~~the~~they ~~business~~become ofpayable ~~wine~~by ~~bottle~~the ~~distribution~~Company. The ~~Company~~Series ~~has~~B ~~not~~ranks ~~generated~~pari-passu ~~any~~in ~~revenue~~respect to ~~date~~liquidation and ~~consequently~~all ~~its~~other matters ~~operations~~to ~~are~~the ~~subject~~Series toA ~~all~~preferred ~~risks~~stock. ~~inherent~~Each inshare of Series B preferred stock may be converted at any time by the ~~establishment~~holder ofinto 1.33 ashares ~~new~~of ~~business~~common ~~enterprise~~stock. ~~For~~ In the ~~period~~event ~~from~~that ~~inception,~~the ~~June~~Company’s 9,common ~~2010~~stock ~~through~~trades ~~September~~above $1.75 per share for 30, ~~2010~~consecutive trading days, the Company ~~has~~closes on a ~~deficit~~qualified ~~accumulated~~sale ~~during~~(as defined in the ~~development~~agreement) ~~stage~~in which the consideration to be received is greater than $50 million, or the Company has an underwritten public offering with proceeds in excess of $2050 million,~~287~~ the Series B preferred stock automatically converts into common stock at the rate of 1.33 common shares for each Series B share. The holders also have standard anti-dilution protections.

~~NOTE~~Series ~~2 - GOING CONCERN~~C

~~The~~During ~~financial~~the ~~statements~~quarter ~~have~~ending ~~been~~September ~~prepared~~30, 2012 onthe aCompany ~~going~~raised ~~concern~~gross ~~basis~~proceeds ~~which~~of ~~assumes~~$492,000 and issued 492,000 shares of Series C preferred stock. In addition, the Company issued ~~will~~one bewarrant ~~able~~for toeach ~~realize~~share ~~its~~of ~~assets~~Series ~~and~~C ~~discharge~~preferred ~~its~~stock ~~liabilities~~sold in the ~~normal~~offering. ~~course~~Each ofwarrant ~~business~~entitles ~~for~~ the ~~foreseeable~~holder ~~future. The~~to ~~Company~~acquire one ~~has~~share ~~incurred~~of ~~losses~~the ~~since~~Company’s ~~inception~~common ~~resulting~~stock, inat an ~~accumulated~~exercise ~~deficit~~price of $~~20,287~~2.50 asper share and expires 3 years from the date of ~~September~~issuance. The 30original issuance price was $1.00 per share. The Series C Preferred Stock shall, ~~2011~~with respect to dividend rights and ~~further~~rights upon ~~losses~~liquidation, ~~are~~winding ~~anticipated~~up inor ~~the~~dissolution, ~~development~~rank junior to or pari passu to other classes or series of ~~its~~preferred ~~business~~stock and ~~raising~~prior ~~substantial~~to ~~doubt~~common ~~about~~stock. The Corporation shall pay the ~~Company’s~~holders ~~ability~~of toSeries ~~continue~~C asPreferred Stock a ~~going~~dividend ~~concern. The~~in ~~ability~~an amount equal to ~~continue~~five percent as(5%) aper ~~going~~annum ~~concern~~multiplied isby ~~dependent~~the ~~upon~~Original Issue Price of the ~~Company~~Series ~~generating~~C ~~profitable~~Preferred ~~operations~~Stock. Cumulative Preferred Dividends shall be payable in ~~the~~quarterly ~~future~~installments ~~and/~~in cash or toin ~~obtain~~kind, at the ~~necessary~~sole ~~financing~~option toof ~~meet~~the ~~its~~Corporation. ~~obligations~~Each ~~and~~share ~~repay~~of ~~its~~Series ~~liabilities~~C ~~arising~~Preferred Stock ~~from~~may ~~normal~~be ~~business~~converted ~~operations~~by ~~when~~any ~~they~~holder ~~come~~thereof, ~~due.~~without ~~Management~~any ~~intends~~further toconsideration, ~~finance~~at ~~operating~~any ~~costs~~time, ~~over~~into 1.11 shares of Common Stock (the ~~next~~“Conversion ~~twelve~~Rate”). ~~months~~In ~~with~~addition, ~~existing~~each ~~cash~~share onof ~~hand~~Series ~~and~~C ~~loans~~Preferred ~~and/or~~Stock ~~private~~shall ~~placement~~be automatically converted into shares of ~~common~~the ~~stock.~~ Company’s Common Stock at the Conversion

~~NOTE~~Rate 3upon -the ~~SUMMARY~~occurrence OFof ~~SIGNIFICANT~~any ~~ACCOUNTING~~of ~~POLICIES~~the following events:

~~Basis~~(i) The shares of ~~Presentation~~the Company’s Common Stock shall trade at a price of over $1.75 per share (as adjusted for stock splits or other events which would result in an adjustment of the conversion rate) for a period in excess of thirty (30) consecutive trading days and the shares of the Company’s Common Stock underlying the Series C Preferred Stock are either (i) included in an effective registration statement or (ii) eligible to be traded pursuant to an applicable exemption from registration.

(ii) The ~~financial~~sale ~~statements~~of all or substantially all of the ~~Company~~assets ~~have~~of ~~been~~the ~~prepared~~Corporation inor ~~accordance~~the ~~with~~outstanding ~~generally~~shares ~~accepted~~of ~~accounting~~capital ~~principles~~stock inof the ~~United~~Corporation ~~States~~entitled ofto ~~America~~vote ~~and~~generally ~~are~~for ~~presented~~the election inof ~~US dollars~~directors.

~~Development~~(iii) ~~Stage~~The ~~Entities~~merger of the Company which results in the shareholders of the Company prior to the merger owning less than fifty percent (50%) of the voting power of the Company following the merger.

~~The Company is in the development stage as defined by Financial Accounting Standards Board~~ (~~“FASB”~~iv) ~~Accounting~~An ~~Standards~~underwritten ~~Codification~~initial ~~(“ASC”)~~public ~~915,~~offering of ~~Development~~the ~~Stage~~Company’s ~~Entities~~shares ~~and~~with asgross ~~such~~proceeds isof ~~required~~at toleast ~~provide additional cumulative financial information~~$50,000,000.

~~Cash~~The Company shall mandatorily redeem all shares of Series C Preferred Stock which remain issued and ~~Cash~~outstanding ~~Equivalents~~at January 31, 2019 at a price equal to the sum of the Original Issue Price and the aggregate amount of any unpaid Cumulative Preferred Dividends attributable to such shares. Such redemption shall be made only to the extent the Company has funds legally available for such redemption as of the Redemption Date. Except as otherwise provided herein or required by law, the holders of the Series C Preferred Stock shall be entitled to vote together as a single class with the holders of Common Stock and any other capital stock of the Company entitled to vote, upon any matter submitted to the stockholders for a vote. The holders of Series C Preferred Stock shall be entitled to one vote for each share of Common Stock into which each share of Series C Preferred Stock held by such holders at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken, is convertible.

~~The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.~~21

~~Use~~COMMON ~~of Estimates and Assumptions~~STOCK:

~~The~~On ~~preparation~~February of15, ~~financial~~2012. ~~statements~~A in30 ~~conformity~~for ~~with~~one ~~accounting~~forward stock ~~principles~~split ~~generally accepted in the United States~~ of ~~America requires management to make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~Common ofStock ~~assets~~par ~~and~~value ~~liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~$0.001 ~~Actual~~became ~~results could differ from those estimates.~~effective

~~Stock-based~~Beginning ~~Compensation~~in February 2012, in connection with the acquisition of Pan American, the Company commenced a private placement offering of up to a maximum of 6,000,000 units, with each unit consisting of 1 share of common stock and 1 warrant to acquire 1 share of common stock of the Company, with an offering price of $0.75 per unit. The warrants have an exercise price of $1.50 per share and an exercise period of 3 years from the date of issuance. As part of the offering, the Company agreed to pay commissions of 10% of the gross funds raised. As of December 31, 2012, the Company had raised gross funds of approximately $2,656,250 and had accrued commission payable of approximately $265,000, included in accrued expenses. In addition, the Company had one signed private placement commitment of $500,000 for 666,666 units which was subsequently cancelled.

~~The~~On ~~Company~~March ~~records stock-based compensation in accordance with ASC 718~~28, ~~Compensation – Stock Based Compensation~~2012, ~~using~~ the ~~fair~~Company’s then-majority ~~value~~investor ~~method.~~cancelled ~~To date~~66,500,000 ~~the~~shares ~~Company~~of ~~has~~common ~~not adopted a~~ stock ~~option~~in ~~plan~~return ~~and~~for ~~has~~no ~~not granted any stock options~~consideration.

~~F-6~~In May 2012 the Board of Directors adopted a stock compensation plan. The plan allows the Company to issue shares of common stock, options to purchase common stock or stock appreciation rights to employees, directors and consultants employed by the Company. The number of shares of common stock issuable under the plan is determined each January 1, such that the plan may issue shares of common stock or instruments to acquire common stock of the Company up to 15% of the then outstanding common stock of the Company. No awards were granted or outstanding during the period ending December 31, 2012.

~~SOTON~~In ~~HOLDINGS~~July ~~GROUP~~2012, ~~INC~~the Company issued 100,000 shares of its common stock as compensation for investor relations services. The stock was valued at its trading price of $0.86 per share on the date of the agreement.

(On March 11, 2013, Marvin Markman converted 100,000 shares of Series A ~~Development~~Preferred ~~Stage~~Stock ~~Company)~~into 111,000 shares of Common Stock.

~~Notes~~We will need substantial additional capital to support our proposed future energy operations. No representation is made that any funds will be available when needed. In the event ~~Financial~~funds ~~Statements~~cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.

~~NOTE~~Decisions 3regarding future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case ~~SUMMARY~~basis. OFWe ~~SIGNIFICANT~~may, ~~ACCOUNTING~~in ~~POLICIES~~any ~~(Continued)~~particular case, decide to participate or decline participation. If participating, we may pay our proportionate share of costs to maintain our proportionate interest through cash flow or debt or equity financing. If participation is declined, we may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.

~~Income~~Financial ~~Taxes~~information

~~Deferred~~We ~~income~~changed ~~taxes~~our ~~are~~fiscal ~~reported~~year ~~for~~from ~~timing~~September ~~differences~~30 ~~between~~to ~~items~~December of31. Consequently, ~~income or expense reported in~~ the financial statements ~~and those reported~~ for ~~income~~the ~~tax~~Company ~~purposes~~included in ~~accordance~~this ~~with~~annual ~~the~~report ~~Accounting~~are ~~Standards~~as ~~Codification,~~of ~~“Accounting~~and for ~~Income Taxes”, which requires~~ the ~~use~~year ofending ~~the~~December 31, ~~asset/liability~~2012, ~~method~~as of ~~accounting for income taxes. Under this method, deferred income tax assets~~ and ~~liabilities are recognized~~ for the ~~estimated~~three ~~tax~~month ~~consequences~~transition ~~attributable~~period toending ~~differences~~December ~~between~~31, ~~the~~2011 ~~financial statement carrying values~~ and ~~their~~as ~~respective~~of ~~income tax basis (temporary differences). The effect on deferred income tax assets~~ and ~~liabilities~~for ~~of a change in tax rates is recognized in income in~~ the ~~period~~fiscal ~~that~~years ~~includes~~ending ~~the~~September 30, ~~enactment date~~2011.

~~Basic~~As described in more detail in this Report, the Company acquired Pan American Oil Company, LLC on February 14, 2012. Prior to that acquisition the Company had limited operations. Under Securities and ~~Diluted~~Exchange ~~Net~~Commission ~~Loss~~(the ~~per~~“SEC”) ~~Share~~rules when a registrant succeeds to substantially all of the business (or a separately identifiable line of business) of another entity (or group of entities) and the registrant's own operations before the succession appear insignificant relative to the operations assumed or acquired - the registrant is required to present financial information for the acquired entity (the “predecessor”) for all comparable periods being presented before the succession.

~~The~~Therefore ~~Company~~we ~~computes~~are ~~loss~~providing ~~per~~certain ~~share~~additional information in our ~~accordance~~financial ~~with~~statements ~~“ASC-260”~~regarding the predecessor businesses for periods prior to February 14, ~~“Earnings~~2012. ~~per~~Amounts ~~Share~~labeled as “predecessor business” ~~which~~represent ~~requires~~operations ~~presentation~~that ofwere ~~both~~not ~~basic~~owned ~~and~~by ~~diluted~~us ~~earnings~~during ~~per~~the ~~share~~time onperiod ~~the~~presented ~~face~~in ofour ~~the~~financial ~~statement~~statements - some of ~~operations~~which was under a different cost basis or fair value than how we reflect them after we acquired Pan American. ~~Basic~~Pan ~~loss~~American ~~per~~Oil Company, ~~share~~LLC, is ~~computed~~considered bya ~~dividing~~predecessor. ~~net~~Also, ~~loss~~Pan ~~available~~American Oil Company, LLC purchased certain oil and gas leasehold interests from Rio Bravo Oil, LLC on February 13, 2012 prior to ~~common~~being ~~shareholders~~acquired by the ~~weighted~~Company ~~average~~and ~~number~~therefore ofthose ~~outstanding~~leasehold ~~common~~interests ~~shares~~are also ~~during~~considered ~~the~~a ~~period~~predecessor. ~~Diluted~~Collectively, ~~loss~~Pan ~~per~~American ~~share~~Oil ~~gives~~Company, ~~effect~~LLC and the leasehold interests acquired from Rio Bravo Oil, LLC is referred to ~~all~~as ~~dilutive~~the ~~potential~~“Predecessor ~~common~~Business” ~~shares~~This ~~outstanding~~financial ~~during~~information (for which intercompany transactions between the ~~period. Dilutive~~predecessors ~~loss~~have ~~per~~been ~~share~~eliminated) ~~excludes~~for ~~all~~the ~~potential~~period ~~common~~prior ~~shares~~to ifFebruary ~~their~~14, ~~effect~~2012 is ~~anti-dilutive.~~labeled ~~The~~“Predecessor Business” and the Company has noplaced ~~potential~~a ~~dilutive~~heavy ~~instruments~~black line between it and ~~accordingly~~the ~~basic~~Company’s ~~loss~~(also ~~and~~referred ~~diluted~~to ~~loss~~as ~~per~~the ~~share~~successor) ~~are~~information to ~~equal~~differentiate it from the Company’s financial information.

~~Fiscal Periods~~22

~~The~~Comparison ~~Company's~~of ~~fiscal~~the year ~~end~~ended isDecember ~~September~~31, ~~30.~~2012 to the year ended December 31, 2011

~~Recent~~Our ~~Accounting~~operating ~~Pronouncements~~results are not comparable to the prior period for the following reasons:

In· ~~December~~We ~~2010,~~changed ~~the~~our ~~FASB~~fiscal ~~issued~~year anfrom ~~accounting~~September ~~standard~~30 ~~update~~to ~~2010-29~~December ~~that~~31. ~~addresses~~Consequently, the ~~disclosure~~financial ofstatements ~~supplementary pro forma information~~ for ~~business~~the ~~combinations.~~Company ~~This~~included ~~update~~in ~~clarifies~~this ~~that~~annual ~~when~~report ~~public entities~~ are ~~required~~as toof ~~disclose~~and ~~pro forma information~~ for ~~business~~the ~~combinations~~year ~~that~~ending ~~occurred~~December in31, ~~the current reporting period~~2012, ~~the~~as ~~pro~~of ~~forma~~and ~~information~~for ~~should~~the bethree ~~presented~~month astransition ifperiod ~~the~~ending ~~business~~December ~~combination~~31, ~~occurred~~2011 and as of ~~the~~and ~~beginning~~for of the ~~previous~~ fiscal ~~year~~years ~~when~~ending ~~comparative~~September ~~financial~~30, ~~statements~~2011. ~~are~~Below ~~presented.~~we ~~This~~have ~~update~~provided isa ~~effective~~comparison ~~prospectively~~of ~~for~~Company ~~business~~financial ~~combinations~~information for ~~which~~ the ~~acquisition~~year ~~date~~ended isDecember on31, or2012 ~~after~~(derived ~~the~~from ~~beginning~~our ofaudited ~~the~~financial ~~first~~statements) ~~annual~~to ~~reporting~~the ~~period~~year ~~beginning~~ended ~~on or after~~ December 1531, ~~2010.~~2011 ~~Early~~(derived ~~adoption~~from isunaudited ~~permitted~~financial information). ~~The~~“Predecessor ~~Company~~business” ~~believes~~information ~~that~~is ~~the~~not ~~adoption~~included ofin this ~~standard will not materially expand the consolidated financial statement footnote disclosures~~comparison.

~~NOTE~~· 4In -the ~~COMMON~~prior ~~STOCK~~period we were engaged in a different business, with a completely different ownership and management.

~~The~~· ~~authorized~~In ~~capital~~February of2012 ~~the~~we ~~Company~~consummated isan ~~75,000,000~~acquisition ~~common shares with a par value~~ of $Pan ~~0.001~~American ~~per~~where ~~share.~~we Onacquired ~~June~~leasehold ~~21,~~interests ~~2010,~~and ~~the~~are ~~Company~~now ~~issued~~focused ~~2,500,000~~on ~~shares of common stock at a price of $0.001 per share for total cash proceeds of $2,500. During~~ the ~~period~~oil ~~July~~and ~~19,~~gas ~~2010 to September 29, 2010, the Company issued 675,000 shares of common stock at a price of $0~~industry.03 per share for total cash proceeds of $20,250. During the period June 9, 2010 (inception) to September 30, 2010, the Company sold a total of 3,175,000 shares of common stock for total cash proceeds of $22,750.

~~F-7~~In June 2012, the Company consummated two transactions to acquire additional leasehold rights as described elsewhere in this document.

~~SOTON~~This ~~HOLDINGS~~Annual ~~GROUP~~Report should be read in conjunction with both the financial statements and the notes thereto for Pan American Oil Company, ~~INC~~LLC and Properties Acquired From Rio Bravo Oil, LLC on February 13, 2012, included in the Company’s 2 nd Amendment to Form 8 K/A - Event Reporting that it filed with the SEC on May 11, 2012 and the Amendment to Form 8 K/A – Event Reporting dated August 20, 2012 which presents the financial statements of the entities acquired in the second quarter of 2012.

(AComparison ~~Development~~of ~~Stage~~the ~~Company~~year ended December 31, 2012 to December 31, 2011 (unaudited)

~~Notes~~In February 2012, we entered the oil and gas exploration and development industry upon our acquisition of Pan American Oil Company, LLC, which has leasehold interests in approximately 4500 gross acres in the Edwards formation in Caldwell and Guadeloupe counties in Texas. For the year ended December 31, 2012 our net loss from operations increased by approximately $2,834,748 to $2,886,616 from $51,868 for the ~~Financial~~year ~~Statements~~ended December 31, 2011. The increased loss can be attributed to the following:

~~NOTE~~In 5the -year ~~INCOME~~ended ~~TAXES~~December 31, 2012 we had revenues of approximately $101,556 which are attributable to our acquisition of leasehold rights from Eagle Ford Oil Co, Inc. We had no revenues prior to the acquisition of leasehold rights from Eagle Ford Oil Co, Inc. in 2012. Our leasehold operating costs, increased to $799,386 in the year ended December 31, 2012 from nil in the year ended December 31, 2011. The increase is attributable to the acquisitions we made in 2012.

AsIn ofthe ~~September~~year 30ended December 31, ~~2010~~2012, ~~the~~our general ~~Company~~and ~~had~~administrative ~~net~~expenses ~~operating~~increased ~~loss~~by ~~carry~~approximately ~~forwards~~$766,149 ofto $20817,~~287~~872 ~~that~~from ~~may~~$51,723 bein ~~available~~the toyear ~~reduce~~ended ~~future~~December ~~years’~~31, 2011. ~~taxable~~The ~~income~~increase ~~through~~was ~~2031.~~due ~~Future~~to ~~tax~~our ~~benefits~~requirements ~~which~~to ~~may~~provide ~~arise~~for asoversight aand ~~result~~management of ~~these~~the ~~losses~~properties ~~have~~acquired ~~not~~from ~~been~~Pan ~~recognized~~American Oil inCompany, ~~these~~LLC, ~~financial~~the ~~statements,~~leasehold asrights ~~their~~from ~~realization~~Numa isLuling, ~~determined~~LLC ~~not~~and ~~likely~~the toleasehold ~~occur~~rights ~~and~~from ~~accordingly~~Eagle Ford Oil Co, ~~the~~Inc. ~~Company~~We ~~has~~expect ~~recorded~~to increase aour ~~valuation~~general ~~allowance~~and ~~for~~administrative ~~the~~expenses ~~deferred~~in ~~tax~~future ~~asset~~periods ~~relating~~as towe ~~these~~hire ~~tax~~additional ~~loss~~staff ~~carry-forwards~~and develop our business.

~~NOTE~~In 6the -year ~~RELATED~~ended ~~PARTY~~December ~~TRANSACTONS~~31, 2012, our professional fee expenses increased to $1,273,430 from nil in the year ended December 31, 2011. The increase was due to our increased regulatory requirements as a public company and also for our oversight and administration of our acquired properties from Pan American Oil Company, LLC, the leasehold rights from Numa Luling, LLC and the leasehold rights from Eagle Ford Oil Co, Inc. as we have chosen to operate using consultants instead of full time employees. Going forward through the fiscal year 2013, we expect our professional fees to remain at elevated levels as we expect to acquire additional companies and will need to continue to expend resources in regards to our regulatory filing commitments as a public entity.

On June 9, 2010, former CEO, CFO and director, Ms. Mariya Kokho, had loaned the Company $349. On September 20, 2011, she loaned an additional $600 to the Company. The loans are non-interest bearing, due upon demand and are unsecured.23

~~NOTE~~Depletion, 7Depreciation –and ~~COMMITMENTS~~Amortization expense &increased ~~CONTINGENCIES~~in the year ended December 31, 2012 to $97,484 from nil for the year ended December 31, 2011. The increase resulted from our acquisition of Pan American Oil Company, LLC and the leasehold rights of Numa Luling, LLC and Eagle Ford Oil Company, LLC. In the future, should we be successful in our drilling program our depreciation, depletion and amortization will increase as we deplete our costs in the oil and gas property cost pool over our estimated total reserves.

OnInterest ~~November~~expense ~~25,~~increased ~~2010~~in the year ended December 31, we2012 ~~entered~~by ~~into~~approximately a$567,696 ~~Bottle~~to ~~Supply~~$567,841 ~~Agreement~~from ~~with~~$145 ~~Hangzhou~~in ~~Yangcheng~~the ~~Company~~year ended December 31, ~~Ltd~~2011., aThe ~~Chinese~~increase ~~bottle~~was ~~producer,~~the result ~~wherein~~of weour ~~agreed~~borrowings toof ~~purchase~~$5.185 ~~wine~~million ~~bottles~~plus ~~from~~the ~~Hangzhou~~assumption of approximately $1. On9 ~~August~~million ~~15,~~in ~~2011,~~bridge wenotes ~~signed~~from anour ~~Amendment~~acquisition of ~~No.~~Pan 1American toOil Company, LLC with the ~~Bottle~~related ~~Supply~~amortization ~~Agreement~~of ~~with~~deferred ~~Hangzhou~~loan ~~wherein~~fees weand ~~modified~~the ~~our~~accretion ~~agreement~~from sothe ~~that~~asset retirement obligation we ~~are~~incurred noin ~~longer~~connection ~~obligated~~with tothe purchase aof ~~minimum~~the ~~number~~leasehold ofrights ~~bottles. The~~from ~~amendment~~Eagle ~~also~~Ford ~~revised~~Oil ~~the~~Co, ~~termination provisions~~Inc.

~~NOTE~~Liquidity 8and –Capital ~~SUBSEQUENT EVENTS~~Resources

~~The Company has evaluated subsequent events from September 30, 2011 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.~~Liquidity

OnAs ~~October~~of 17December 31, ~~2011~~2012 we had approximately $18,738 ~~the~~in ~~two~~cash, ~~largest~~a ~~holders~~working capital deficit of ~~our~~$3,744,284 ~~common~~and ~~stock~~an accumulated deficit of approximately $3,665,754. asTotal ~~well~~Stockholders’ equity asat ~~our~~December ~~two~~31, ~~officers~~2012 was approximately $2,449,686. Total debt, including advances and ~~directors~~other notes payable at December 31, 2012 ~~Ms.~~and ~~Mariya~~excluding ~~Kokho~~discounts on notes and Mrother liabilities, was approximately $6.899 ~~Vasiliy~~million, ~~Ignatenko~~a change of $6,696 ~~entered~~million ~~into~~from approximately a$203,000 ~~Agreement~~at toDecember ~~Purchase~~31, ~~Common~~2011. ~~Stock~~Our (operating activities used $2,911,841 in cash for the ~~"Agreement")~~year ~~with~~ended ~~Petrina~~December ~~Advisors~~31, ~~Inc~~2012. Our investing activities used $3,220,930, ahowever ~~New~~of ~~York~~that ~~corporation~~amount ~~("Petrina")~~approximately $1,590,000 ~~under~~was used to acquire Pan American and 80% of the leasehold interests held by Eagle Ford Oil Company, LLC which ~~Petrina~~we ~~agreed~~do not expect to ~~purchase~~continue anin ~~aggregate~~future periods. We do expect to expend significant amounts which started late in the fourth quarter of ~~2,500,000~~2012 ~~shares~~as we begin phase 1 of our ~~common~~drilling ~~stock~~program on ~~from~~the ~~Ms.~~Edwards ~~Kokho~~formation assets we acquired on February 14, 2012 and Mrin June 2012. ~~Ignatenko~~We inbelieve ~~exchange~~that ~~for~~we ~~$16,000.~~do ~~These~~not ~~shares~~have ~~represent~~sufficient ~~approximately~~cash on ~~79%~~hand to fund all of our ~~outstanding~~projected ~~common~~development ~~stock~~activities for the next twelve months. ~~The~~If ~~transaction~~we ~~closed~~are ~~November~~unable 22to raise sufficient cash, we ~~2011~~may need to curtail certain development activities.

AsCritical ~~noted~~Accounting ~~above,~~Policies ~~under~~and ~~the~~Significant Judgments ~~Agreement, Ms. Kokho~~ and Mr. Ignatenko, two of our affiliate-shareholders sold shares that represent approximately 79% of our outstanding common stock to Petrina. This transaction resulted in a change of control as Petrina now owns a majority of our outstanding voting securities.Estimates

~~Pursuant~~With ~~to the Agreement, Ms. Mariya Kokho resigned from her positions as~~ our ~~President,~~acquisition ~~Chief Executive Officer, and Chief Financial Officer effective at the close~~ of ~~the~~various ~~transaction~~entities we -adopted ~~November~~additional ~~22,~~accounting ~~2011,~~policies ~~and~~during Mr2012. Vasiliy Ignatenko resigned from his position as our Secretary also effective at the close of the transaction - November 22, 2011. Ms. Kokho also resigned as a member of our Board of Directors, effective at the close of the transaction. Prior to the close of the transaction Ms. Kokho loaned the Company $2,000 on November 14, 2011 and $400 on November 21, 2011. The loans are non-interest bearing, due upon demand and are unsecured.

InWe ~~conjunction~~believe ~~with~~that the ~~close~~following ofcritical accounting ~~the~~policies ~~transaction,~~affect ~~the~~our ~~following~~more ~~additions~~significant toestimates ~~our~~and ~~Board~~judgments ofused ~~Directors~~in ~~and~~the ~~executive~~preparation ~~management~~of ~~team~~our ~~occurred~~consolidated financial statements:

~~Mr.~~Oil ~~Paul Vassilakos, the President of Petrina Advisors, Inc., the holder of approximately 79% of our outstanding common stock, replaced Ms. Kokho as our Chief Executive Officer~~ and ~~Chief~~Gas ~~Financial Officer, and was appointed to serve on our Board of Directors. Mr. Miles Leahy replaced Mr. Ignatenko as our Secretary, and was appointed to serve on our Board of Directors.~~Properties

FThe Company follows the full cost method of accounting for oil and natural gas operations. Under this method all productive and nonproductive costs incurred in connection with the acquisition, exploration, and development of oil and natural gas reserves are capitalized on a country-8by-country basis into an individual country “cost pool.” The Company has operations in the United States and, consequently, only has one cost pool. No gains or losses are recognized upon the sale or other disposition of oil and natural gas properties except in transactions that would significantly alter the relationship between capitalized costs and proved reserves. The costs of unevaluated oil and natural gas properties are excluded from the amortizable base until the time that either proven reserves are found or it has been determined that such properties are impaired. As properties become evaluated, the related costs are transferred to the proved oil and natural gas properties cost pool using full cost accounting.

~~SOTON~~Under ~~HOLDINGS~~the ~~GROUP~~full cost method the net book value of oil and natural gas properties, ~~INC~~less related deferred income taxes, may not exceed the estimated after-tax future net revenues from proved oil and natural gas properties, discounted at 10% (the “Ceiling Limitation”). In arriving at estimated future net revenues, estimated lease operating expenses, development costs, and certain production-related and ad valorem taxes are deducted. In calculating future net revenues, prices and costs are held constant indefinitely, except for changes that are fixed and determinable by existing contracts. Prices are determined using a simple arithmetic average of the first day of each month during the most recent twelve month period presented herein. The net book value is compared to the Ceiling Limitation on a quarterly and yearly basis. The excess, if any, of the net book value above the Ceiling Limitation is charged to expense in the period in which it occurs and is not subsequently reinstated.

Unit-of-production depletion is applied to capitalized costs of the full cost pool. Unit-of-production rates are based on the amount of proved reserves (Aboth ~~Development~~developed ~~Stage~~and ~~Company~~undeveloped) of oil, gas and other minerals that are estimated to be recoverable from existing facilities using current operating methods.

~~Notes~~The tocosts of investments in unproved properties and portions of costs associated with major development projects are excluded from the ~~Financial~~depreciation, ~~Statements~~depletion and amortization calculation until the project is evaluated.

~~NOTE~~Unproved 8property –costs ~~SUBSEQUENT~~include ~~EVENTS~~leasehold ~~(Continued)~~costs, seismic costs and other costs incurred during the exploration phase. In areas where proved reserves are established, significant unproved properties are evaluated periodically, but not less than annually, for impairment. If a reduction in value has occurred, these property costs are considered impaired and are transferred to the related full cost pool. Unproved properties whose acquisition costs are not individually significant are aggregated, and the portion of such costs estimated to be ultimately nonproductive, based on experience, and is amortized to the full cost pool over an average holding period.

On December 22, 2011, the Company issued an unsecured promissory note in the amount of $200,000 to Michael J. Garnick, an unaffiliated lender. The promissory note accrues interest at 10% per annum and is due on February 15, 2011. As a condition for issuing the promissory note, the Company is obligated to issue 3,000 shares of its common stock to Michael J. Garnick. As of December 26, 2011, we had not received the funds from Mr. Garnick but expect to receive them shortly.24

OnUse ~~December 16, 2011, we filed a Preliminary Information Statement on Schedule 14-C disclosing that the holder~~ of a majority of our common stock voted to (i) approve an amendment to the Company’s Articles of Incorporation to (a) change the name of the Company from Soton Holdings Group, Inc. to “Rio Bravo Oil, Inc.”, (b) increase the authorized common stock from 75,000,000 shares, par value $0.001, to 120,000,000 shares, par value $0.001, and (c) create a class of preferred stock, consisting of 30,000,000 shares, par value $0.001, the rights, privileges, and preferences of which may be set by the Company’s Board of Directors without further shareholder approval; and (ii) grant the Board of Directors the authority to amend the Company’s Articles of Incorporation in the future for the purpose of effectuating a forward stock split at a ratio between 2-for-1 and 35-for-1 without further approval by the shareholders. Although these actions have been approved by the holder of a majority of our voting securities we cannot effect these actions until we have filed a Definitive Information Statement on Schedule 14-C, mailed the Information Statement to our shareholders, at least 20 days have passed since we mailed the document to our shareholders, properly notify FINRA under FINRA Rule 6490, and FINRA has approved the actions. We hope to effect these actions on or before the end of January, 2012.Estimates

The ~~primary~~preparation ~~purpose~~ of the ~~corporate~~Company’s ~~actions~~financial isstatements in accordance with US GAAP requires management to ~~prepare~~make ~~the~~estimates ~~company~~and ~~for~~assumptions ~~its~~that ~~new~~affect ~~business~~the ~~focus~~reported ~~which~~amounts isof toassets ~~shift~~and liabilities at the ~~focus~~date of ~~our~~the ~~business~~financial tostatements and the ~~oil~~reported amounts of revenue and ~~gas~~expenses ~~industry~~during bythe ~~acquiring~~reporting ~~existing~~period. Management ~~oil~~believes ~~and~~that ~~gas~~the ~~leases~~following ~~and~~material ~~interests~~estimates affecting the financial statements could significantly change in the coming year.

FThe most significant estimates pertain to proven oil and natural gas reserves and related cash flow estimates used in impairment tests of long-9lived assets, estimates of future development, dismantlement and abandonment costs. Certain of these estimates require assumptions regarding future costs and expenses and future production rates. Actual results could differ from those estimates.

~~ITEM~~The 9Company’s -revenue, ~~CHANGES~~profitability INand ~~AND~~future ~~DISAGREEMENTS~~growth are ~~WITH~~substantially ~~ACCOUNTANTS~~dependent ONupon ~~ACCOUNTING~~the ~~AND~~prevailing ~~FINANCIAL~~and ~~DISCLOSURE~~future prices for oil and natural gas, which are dependent upon numerous factors beyond their control such as economic, political and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the future. A substantial or extended decline in oil and natural gas prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

OnEstimates ~~December~~of ~~21,~~oil ~~2011,~~and wenatural ~~notified~~gas ~~Ronald~~reserves R.and ~~Chadwick,~~their ~~P.C.~~values, future ~~our~~production ~~independent~~rates ~~accountants~~and ~~previously~~future ~~engaged~~costs asand expenses are inherently uncertain for numerous reasons, including many factors beyond the ~~principal~~Company’s ~~accountants~~control. toReservoir ~~audit~~engineering ~~our~~is ~~financial~~a ~~statements~~subjective ~~that~~process weof ~~were~~estimating ~~dismissing~~underground ~~them~~accumulations asof ~~our~~oil ~~independent~~and ~~accountants. This~~natural gas ~~dismissal~~that ~~was~~cannot ~~effective~~be ~~December~~measured ~~15,~~in ~~2011~~an exact manner. The ~~decision~~accuracy toof ~~change~~any ~~accountants~~reserve ~~was~~estimate ~~approved~~is bya ~~our~~function ~~Board~~of the quality of ~~Directors~~data available and ~~did~~of ~~not~~engineering ~~arise~~and ~~out~~geological interpretation and judgment. In addition, estimates of ~~any~~reserves ~~dispute~~may orbe ~~disagreement~~revised ~~with~~based ~~Ronald~~on Ractual production, results of subsequent exploration and development activities, prevailing commodity prices, operating cost and other factors. ~~Chadwick~~These revisions may be material and could materially affect future depletion, Pdepreciation and amortization expense, dismantlement and abandonment costs, and impairment expense.C.

~~Also~~Asset ~~effective~~Retirement ~~on December 15, 2011, we engaged L J Soldinger Associates LLC, as our independent certified public accountants. The decision to change accountants was approved by our Board of Directors.~~Obligations

~~Details~~The ~~regarding~~Company ~~this~~provides ~~change~~for infuture ~~our~~asset ~~independent~~retirement ~~accountants~~obligations on ~~can~~its beresource ~~found~~properties inand ~~our~~facilities ~~Current~~based ~~Report~~on estimates established by current legislation and industry practices. The asset retirement obligation is initially measured at fair value and capitalized as an asset retirement cost that is amortized on ~~Form~~a ~~8-K~~straight line ~~filed~~15 ~~with~~year basis. The obligation is accreted through interest expense until it is expensed and or settled. The fair value of the ~~Securities~~obligation ~~Exchange~~is ~~Commission~~estimated based on ~~December~~recent ~~28,~~operations ~~2011~~in the area and is then accreted using an expected inflation rate for oil field service costs. The Company recognizes revisions to either the timing or amount of the original estimate as increases or decreases to the asset retirement obligation.

~~ITEM~~The 9Asignificant ~~CONTROLS~~assumptions ~~AND~~used ~~PROCEDURES~~to develop the expected liability during the period are as follows:

~~(a)~~Average ~~Disclosure~~cost ~~Controls~~to ~~and~~remediate ~~Procedures~~individual well sites: $4,000 to $7,000 (net to our interest)

WeAverage ~~conducted~~gross ansalvage ~~evaluation,~~value ~~with~~expected ~~the~~from individual ~~participation~~well ofsites ~~our~~remediated: ~~Chief~~$0 ~~Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15~~(enet) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2011, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

~~(b)~~Expected ~~Management~~inflation ~~Report~~rate onfor ~~Internal~~oil ~~Control~~field ~~Over~~service costs: ~~Financial Reporting~~5%

~~Our~~Risk ~~management~~weighted iscost responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer 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 in the United States and includes those policies and procedures thatcredit: 8%

•Average ~~Pertain~~time to ~~the~~abandonment: ~~maintenance~~20 ~~of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;~~years

•Actual ~~Provide~~retirement ~~reasonable~~costs ~~assurance~~will ~~that~~be ~~transactions are~~ recorded asagainst ~~necessary~~the toobligation when ~~permit~~incurred. ~~preparation~~Any ofdifference ~~financial~~between ~~statements~~the inrecorded ~~accordance~~asset ~~with~~retirement ~~generally~~obligation ~~accepted~~and ~~accounting~~the ~~principles,~~actual ~~and~~retirement ~~that~~costs ~~our~~incurred ~~receipts~~is ~~and~~recorded as ~~expenditures~~a ~~are~~gain ~~being~~or ~~made~~loss ~~only~~ in ~~accordance~~the ~~with~~settlement ~~authorizations of our management and directors; and~~period.

•ITEM ~~Provide~~7A. QUANTITATIVE ~~reasonable~~AND ~~assurance~~QUALITATIVE DISCLOSURES ~~regarding~~ABOUT ~~prevention~~MARKET ~~or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~RISK

18As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.25

AITEM material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis8. ~~Our~~FINANCIAL ~~management~~STATEMENTS ~~assessed~~AND ~~the~~SUPPLEMENTARY effectiveness of our internal control over financial reporting as of September 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following two material weaknesses that have caused management to conclude that, as of September 30, 2011, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:DATA

~~1. We~~Set doforth ~~not~~below ~~have~~are ~~sufficient~~the ~~segregation~~audited offinancial statements ~~duties~~for ~~within~~the ~~accounting~~Company ~~functions,~~as ~~which~~of isand afor ~~basic~~the ~~internal~~year ~~control.~~ending ~~Due~~December to31, ~~our size and nature~~2012, ~~segregation~~as of ~~all~~and ~~conflicting~~for ~~duties~~the ~~may~~three ~~not~~month ~~always~~transition beperiod ~~possible~~ending December ~~and~~31, ~~may~~2011, ~~not~~for bethe ~~economically~~period ~~feasible.~~from ~~However,~~inception to(June ~~the extent possible~~9, ~~the~~2010) ~~initiation~~through ofDecember ~~transactions~~31, ~~the~~2012, ~~custody~~and as of ~~assets~~ and for the ~~recording~~fiscal ofyears ~~transactions~~ending September ~~should~~30, be2011. ~~performed~~“Predecessor bybusiness” ~~separate~~financial ~~individuals.~~statements ~~Management~~are ~~evaluated~~also ~~the~~included ~~impact~~within ofthe ~~our~~Company’s ~~failure~~financial statements toas ~~have segregation~~ of ~~duties~~and onfor ~~our~~the ~~assessment~~year ofending ~~our~~December ~~disclosure~~31, ~~controls~~2011 and ~~procedures~~for ~~and has concluded that~~ the ~~control~~period ~~deficiency~~January ~~that~~1, ~~resulted~~2012 ~~represented~~through aFebruary ~~material~~14, ~~weakness~~2012.

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result we were delayed in our ability to calculate certain accounting provisions, such as deferred taxes. While we believe these provisions are accounted for correctly in the attached audited financial statements. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.26

ToRIO ~~address~~BRAVO ~~these material weaknesses~~OIL, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presentedINC. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(c)An ~~Remediation~~Exploration ofStage ~~Material Weaknesses~~Company)

ToDecember ~~remediate the material weakness in our documentation~~31, ~~evaluation~~2012 and ~~testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness when we have sufficient funds.~~2011

~~(d) Changes in Internal Control over Financial Reporting~~CONTENTS

Our current management believes that we had the material weaknesses stated above as of September 30, 2011, even though our management at the time did not consider the deficiencies as material weaknesses in our prior periodic filings. As a result there have been no changes in our internal control of financial reporting but new management believes there were material weaknesses in internal controls over financial reporting in prior periods.

		Page

Report of Independent Registered Public Accounting Firm		F - 2

Consolidated Balance Sheets		F - 3

Consolidated Statements of Operations		F - 4

Consolidated Statements of Cash Flows		F - 6

Consolidated Statement of Stockholders’ Equity		F - 8

Notes to Consolidated Financial Statements		F - 9

~~ITEM~~September 9B30, –2011 and ~~OTHER INFORMATION~~2010

There are no events required to be disclosed by the Item.

Report of Independent Registered Public Accounting Firm	F- 30

Balance Sheets	F- 31

Statements of Operations	F-32

Statement of Stockholders' Equity	F-33

Statements of Cash Flows	F-34

Notes to Financial Statements	F-35

19F-1

~~PART~~REPORT OF ~~III~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~ITEM~~To 10the Board –of ~~DIRECTORS,~~Directors ~~EXECUTIVE~~and Stockholders ~~OFFICERS~~of ~~AND~~Rio ~~CORPORATE~~Bravo ~~GOVERNANCE~~Oil, Inc.

~~Directors~~We have audited the accompanying consolidated balance sheets of Rio Bravo Oil, Inc. as of December 31, 2012 (Successor) and ~~Executive~~2011 ~~Officers~~(Successor and Predecessor), and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2012 (Successor), year ended December 31, 2011 (Predecessor), quarter ended December 31, 2011 (Successor), inception (June 9, 2010) through December 31, 2012 (Successor) and period from January 1, 2012 through February 14, 2012 (Predecessor). Rio Bravo Oil, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~The~~We conducted ~~following~~our ~~table~~audits ~~sets~~in ~~forth~~accordance with the ~~names~~standards ~~and~~of ~~ages~~the ofPublic ~~our~~Company ~~current~~Accounting ~~directors~~Oversight Board (United States). Those standards require that we plan and ~~executive~~perform ~~officers,~~the audit to obtain reasonable assurance about whether the ~~principal~~financial ~~offices~~statements ~~and~~are ~~positions~~free ~~held~~of bymaterial misstatement. ~~each~~The ~~person~~company is not required to have, ~~and~~nor ~~the~~were ~~date~~we ~~such~~engaged ~~person~~to ~~became~~perform, aan ~~director~~audit orof ~~executive~~its ~~officer~~internal control over financial reporting. Our ~~executive~~audit ~~officers~~included consideration of internal control over financial reporting as a basis for designing audit procedures that are ~~elected~~appropriate ~~annually~~in bythe circumstances, but not for the ~~Board~~purpose of ~~Directors.~~expressing ~~The~~an ~~directors~~opinion ~~serve~~on ~~one~~the ~~year~~effectiveness ~~terms~~of ~~until~~the ~~their~~company’s internal ~~successors~~control ~~are~~over ~~elected~~financial reporting. ~~The~~Accordingly, ~~executive~~we ~~officers~~express ~~serve~~no ~~terms~~such ofopinion. ~~one~~An ~~year~~audit oralso ~~until~~includes ~~their death~~examining, ~~resignation~~on ora ~~removal~~test basis, byevidence supporting the ~~Board~~amounts ofand ~~Directors.~~disclosures ~~Unless~~in ~~described~~the ~~below~~financial statements, ~~there~~assessing ~~are~~the noaccounting ~~family~~principles ~~relationships~~used ~~among~~and significant ~~any~~estimates ofmade by management, as well as evaluating the ~~directors~~overall ~~and~~financial ~~officers~~statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Name	Age	Position
Paul Vassilakos	35	Chief Executive Officer, Chief Financial Officer, and a Director (11/2011)
Miles Leahy	29	Secretary and a Director (11/2011)

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rio Bravo Oil, Inc. as of December 31, 2012 (Successor) and 2011 (Successor and Predecessor), and the results of its operations and its cash flows for the year ended December 31, 2012 (Successor), year ended December 31, 2011 (Predecessor), quarter ended December 31, 2011 (Successor), inception (June 9, 2010) through December 31, 2012 (Successor) and period from January 1, 2012 through February 14, 2012 (Predecessor) in conformity with accounting principles generally accepted in the United States of America.

~~Mr.~~The ~~Paul~~accompanying ~~Vassilakos,~~consolidated ~~the~~financial statements ~~President~~have ofbeen ~~Petrina~~prepared ~~Advisors,~~assuming ~~Inc.,~~ the ~~holder~~Company ofwill ~~approximately~~continue ~~79% of our outstanding common stock, replaced Ms. Kokho~~ as our Chief Executive Officer and Chief Financial Officer, and was appointed to serve on our Board of Directors. Mr. Vassilakos was former President, Former Chief Executive Officer and Former Interim Acting Chief Financial Officer and former Chairman of Red Mountain Resources, Inc. from February 2011 March 2011. Mr. Vassilakos has served as a ~~director~~going ~~of Red Mountain Resources, Inc~~concern. ~~since~~As ~~October~~discussed ~~2011.~~in ~~Mr.~~Note ~~Vassilakos~~1 ~~has~~to ~~been~~ the ~~assistant~~consolidated financial ~~treasurer~~statements, ~~of Cullen Agricultural Holding Corp. (“CAH”) since October 2009. CAH is a development stage agricultural company which was formed in connection with~~ the ~~business~~Company’s ~~combination~~recurring ~~between~~losses ~~Triplecrown~~from ~~Acquisition~~operations ~~Corp.~~ and ~~Cullen~~resulting ~~Agricultural~~dependence ~~Technologies,~~upon ~~Inc.~~access ~~("Cullen Agritech") in October 2009. At CAH, Mr. Vassilakos is responsible for business development, maintenance of financial accounts and public company reporting. Prior~~ to ~~CAH's~~additional ~~formation~~external financing, ~~Mr.~~raise ~~Vassilakos~~substantial ~~assisted~~doubt ~~Triplecrown~~concerning ~~Acquisition Corp. with the completion of~~ its ~~initial~~ability ~~public offering and later the business combination with Cullen Agritech. In July 2007, Mr. Vassilakos founded Petrina Advisors, Inc., a privately held advisory firm formed~~ to ~~provide~~continue ~~investment banking services for public and privately held companies, and has served~~ as ~~its~~a ~~President~~going ~~since its formation~~concern. ~~Petrina~~Management’s ~~clients~~plans ~~have primarily consisted of companies which collectively held over one billion dollars~~ in ~~trust,~~regard ~~with~~to these ~~the~~matters ~~aim~~are ~~of completing reverse mergers with privately held companies. Mr. Vassilakos~~ also ~~founded~~described and, since December 2006, serves as the vice president of, Petrina Properties Ltd., a privately held real estate holding company. In July 2007, Mr. Vassilakos was engaged as a consultant to assist Endeavor Acquisition Corp. with its business combination with American Apparel Inc., a California based retail apparel company, which was completed in ~~December~~Note ~~2007~~1. ~~From~~The ~~February~~consolidated ~~2002~~financial ~~through~~statements ~~June~~do ~~2007,~~not ~~Mr.~~include ~~Vassilakos~~any ~~served~~adjustments asthat ~~Vice~~might ~~President~~result from ~~of Elmsford Furniture Corp., a privately held furniture retailer in~~ the ~~New~~outcome ~~York area. From July 2000 through January 2002, Mr. Vassilakos was an Associate within the Greek Coverage Group~~ of ~~Citigroup’s UK Investment Banking Division. During~~ this ~~time, Mr~~uncertainty. Vassilakos assisted with the execution of M&A transactions, securitizations, as well as debt and equity offerings for some of Greece’s largest publicly traded companies, including OTE and Antenna TV. From July 1998 through July 2000, Mr. Vassilakos was an Analyst within the Industrial Group of Salomon Smith Barney’s New York Investment Banking Division. During this time, Mr. Vassilakos assisted with the execution of M&A transactions, as well as debt and equity offerings for large U.S. publicly-traded industrial companies, including Alcoa, Inc. and Cyprus Amax. From February 1996 through June 1998, Mr. Vassilakos was a Registered Securities Representative at Paine Webber CSC - DJS Securities Ltd, during which time he provided securities brokerage services to private clients. Mr. Vassilakos received a BS in finance from the Leonard N. Stern Undergraduate School of Business in 1998 and was a licensed Registered Securities Representative (Series 7 and 63) from February 1996 through February 2002.

20L J Soldinger Associates, LLC Deer Park, Illinois April 15, 2013

Mr. Miles Leahy replaced Mr. Ignatenko as our Secretary, and was appointed to serve on our Board of Directors. Mr. Miles Leahy has been Managing Director of Nucopia Partners Limited (“Nucopia”) since January, 2011. Nucopia is a London based corporate finance boutique focused on small cap transactions globally in both private and public markets with a particular focus on U.S. publiclyF-listed companies. At Nucopia, Mr. Leahy is focused on corporate advisory services, capital raising and structuring on behalf of private investors and private and public companies. Prior to Nucopia, from January 2010 to September 2010 Mr. Leahy served as acting Director of Business Development of Cullen Agricultural Holding Corp. (“CAH”), a publicly-listed company based in the United States where he was responsible for business development and corporate strategy. Prior to CAH's formation, Mr. Leahy assisted Triplecrown Acquisition Corp. with the completion of its initial public offering and later the business combination with CAH. From March, 2008 to December, 2009, Mr. Leahy acted as a consultant to Victory Acquisition Corp and Triplecrown Acquisition Corp., two special purpose acquisition companies listed on the American Stock Exchange with a combined USD $880mn under management where he was focused on deal origination and structuring. From March 2006 to March 2008 Mr. Leahy was a member of Ernst & Young’s London-based financial services corporate finance team focused on M&A advisory work. Mr. Leahy received a Bachelor of Science (BS) degree from Imperial College, University of London.2

~~All~~RIO ofBRAVO ~~our~~OIL, ~~officers and other personnel are independent contractors and will continue to be until we have sufficient time and resources to hire them as employees~~INC. ~~We do not currently have any written agreements with any of our officers or directors.~~

~~Other~~(An ~~Directorships~~Exploration Stage Company)

~~None~~CONSOLIDATED ofBALANCE our officers and directors are directors of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.SHEETS

Audit Committee

	Successor						Predecessor Business
	December 31,						December 31,
	2012			2011			2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	18,738		$	172,500		$	5,159
Other Receivables		6,747			-			-
Prepaid expenses		25,185			852			159,704
TOTAL CURRENT ASSETS		50,670			173,352			164,863
PROPERTY AND EQUIPMENT
Proved oil and gas properties, net of accumulated depletion		17,716,719			-			621,333
Furniture, fixtures and equipment, net of accumulated depreciation		595,239			-			295,789
PROPERTY AND EQUIPMENT, NET		18,311,958			-			917,122
Deferred loan costs, net of amortization		244,565			-			-
Advances receivable		-			-			503,008
TOTAL ASSETS	$	18,607,193		$	173,352		$	1,584,993

LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	346,362		$	-		$	531,428
Accrued expenses		749,386			8,797			129,934
Advances payable – related party		90,704			-			87,000
Rio Bravo assets purchase payable		6,968			-			-
Eagle Ford asset purchase payable		190,000			-			-
Due to the Caltex Bankruptcy Estate		123,202			-			-
Loan from former director		3,332			3,332			-
Loan from stockholder		-			199,395			-
Leasehold purchase consideration payable		-			-			500,000
Short term note payable		1,935,000			-			-
Bridge notes payable		350,000			-			1,855,000
TOTAL CURRENT LIABILITIES		3,794,954			211,524			3,103,362

NON CURRENT LIABILITIES
Notes payable		3,113,829			-			-
Due to the Caltex Bankruptcy Estate		771,717			-			-
Asset retirement obligation		2,485,007			-			9,740

TOTAL LIABILITIES		10,165, 507			211,524			3,113,102

Commitments and contingencies		-			-			-

REDEEMABLE SERIES A PREFERRED STOCK		5,500,000			-			-
REDEEMABLE SERIES C PREFERRED STOCK		492,000			-			-

STOCKHOLDERS’ EQUITY
Series B Preferred Stock, $0.001 par value, 5,000,0000. Authorized, 3,250,000 and nil issued and outstanding shares of December 31, 2012 and 2011, respectively, liquidation value of $3,250,000		3,250			-			-
Common Stock, $0.001 par value, 120,000,00. Authorized 32,391,657 and 95,250,000. Issued and outstanding shares as of December 31, 2012 and 2011, respectively		32,391			95,250			-
Additional paid-in capital		6,079,799			-			-
Stockholders’ deficit accumulated in the exploration stage		(3,665,754	)		(133,422	)		(1,528,109	)

Stockholders’ equity (deficit)		2,449,686			(38,172	)		(1,528,109	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,607,193		$	173,352		$	1,584,993

WeSee doaccompanying ~~not~~notes ~~currently~~to ~~have~~the anConsolidated Financial ~~audit committee~~Statements.

~~Compliance with Section 16(a) of the Securities Exchange Act of 1934~~F-3

~~Section~~RIO ~~16(a)~~BRAVO of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. OfficersOIL, ~~directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file~~INC.

~~During~~(An ~~the~~Exploration ~~most~~Stage ~~recent fiscal year, to the~~ Company~~’s knowledge, the following delinquencies occurred:~~)

Name	No. of Late Reports		No. of Transactions Reported Late		No. of Failures to File
Paul Vassilakos		0		0		0
Miles Leahy		0		0		0

CONSOLIDATED STATEMENTS OF OPERATIONS

	Successor
							From
							Inception
				Three Months			(June 9, 2010)
	Year Ended			Ended			Through
	December 31,			December 31,			December 31,
	2012			2011			2012

REVENUES AND GAINS
Revenues from sale of oil and gas	$	101,556		$	-		$	101,556

OPERATING EXPENSES:
Leasehold operating and workover expense		799,386			-			799,386
General and administrative		817,872			40,490			879,399
Professional fees		1,273,430			-			1,273,430
Depreciation, depletion and amortization expense		97,484			-			97,484

Total operating expenses		2,988,172			40,490			3,049,699

LOSS FROM OPERATIONS		(2,886,616	)		(40,490	)		(2,948,143	)

OTHER INCOME AND EXPENSE
Interest income		-			-			-
Interest expense		(567,841	)		(145	)		(567,986	)
Total other expense		(567,841	)		(145	)		(567,986	)

NET LOSS		(3,454,457	)		(40,635	)		(3,516,129	)

PREFERRED DIVIDENDS		144,375			-			144,375

NET LOSS TO COMMON STOCKHOLDERS	$	(3,598,832	)	$	(40,635	)	$	(3,660,504	)

Basic and diluted loss per common share	$	(0.08	)	$	(0.00	)	$	(0.04	)

Basic and diluted weighted average common shares outstanding		47,414,763			95,250,000			88,160,665

~~Board~~See ~~Meetings~~accompanying ~~and~~notes ~~Committees~~to the Consolidated Financial Statements.

During the fiscal year ended September 30, 2011, the Board of Directors met on a regular basis and took written action on numerous other occasions. All the members of the Board attended the meetings. The written actions were by unanimous consentF-4

~~Code~~RIO ofBRAVO ~~Ethics~~OIL, INC.

We(An ~~have~~Exploration ~~not~~Stage ~~adopted a written code of ethics, primarily because we believe and understand that our officers and directors adhere to and follow ethical standards without the necessity of a written policy.~~Company)

~~ITEM~~CONSOLIDATED 11STATEMENTS -OF ~~EXECUTIVE COMPENSATION~~OPERATIONS

Executive Officers and Directors

	Predecessor Business
	Period from 1/1/2012 through February 14,			Year Ended December 31,
	2012			2011

REVENUES AND GAINS
Revenues from sale of oil and gas	$	-		$	-

OPERATING EXPENSES:
Leasehold operating and workover expense		-			62,801
General and administrative		108,972			263,737
General and administrative – related party		-			70,000
Professional fees		54,649			-
Impairment		-			(31,497	)
Depreciation expense		3,311			58,864
Total operating expenses		166,932			423,905

LOSS FROM OPERATIONS		(166,932	)		(423,905	)

OTHER INCOME AND EXPENSE
Interest income – related party		-			8,632
Interest expense		-			(34,796	)
Total other income		-			(26,164	)

NET LOSS		(166,932	)		(450,069	)

PREFERRED DIVIDENDS		-			-

NET LOSS TO COMMON STOCKHOLDERS	$	(166,932	)	$	(450,069	)

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

Basic and diluted weighted average common shares outstanding		95,264,795			95,250,000

~~The~~See ~~following~~accompanying ~~tables~~notes ~~set~~to ~~forth certain information about compensation paid, earned or accrued for services by (i)~~ the ~~Company’s~~Consolidated Financial ~~Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the period from our fiscal years September 30, 2011 and 2010 (“Named Executive Officers”):~~Statements.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Paul Vassilakos	2011		-		-		-		-		-		-		-		-
CEO, CFO	2010		-		-		-		-		-		-		-		-
Miles Leahy	2011		-		-		-		-		-		-		-		-
Secretary	2010		-		-		-		-		-		-		-		-
Mariya Kokho	2011		-		-		-		-		-		-		-		-
Former CEO, CFO, Treasurer, CAO	2010		-		-		-		-		-		-		-		-
Vasiliy Ignatenko	2011		-		-		-		-		-		-		-		-
Former Secretary	2010		-		-		-		-		-		-		-		-

F-5

~~Employment~~RIO ~~Contracts~~BRAVO OIL, INC.

We(An ~~currently~~Exploration doStage ~~not have written employment agreements with our executive officers.~~Company)

22CONSOLIDATED STATEMENTS OF CASH FLOWS

Director Compensation

	Successor
							From
							Inception
				Three Months			( June 9, 2010)
	Year Ended			Ended			through
	December 31,			December 31,			December 31,
	2012			2011			2012

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(3,454,457	)	$	(40,635	)	$	(3,516,129	)
Adjustments to reconcile net loss to cash used in operations
Depreciation, depletion and amortization		97,484			-			97,484
Non cash interest expense		304,630			145			304,775
Stock based compensation		119,650			-			119,650
Changes in assets and liabilities
Prepaid expenses		(2,158	)		2,527			(3,010	)
Accounts payable		(271,409	)		-			(271,409	)
Accrued expenses		294,419			8,047			303,216

NET CASH USED BY OPERATIONS		(2,911,841	)		(29,916	)		(2,965,423	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for oil and gas property		(1,631,081	)		-			(1,631,081	)
Cash paid to acquire Pan American Oil Company, LLC, net of cash acquired		(495,656	)		-			(495,656	)
Cash paid to acquire leasehold interests from Eagle Ford Oil Co		(1,094,193	)		-			(1,094,193	)

CASH FLOW USED IN INVESTING ACTIVITIES		(3,220,930	)		-			(3,220,930	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loan		-			200,000			200,000
Repayment of stockholder loan		(200,000	)		-			(200,000	)
Proceeds from debt issuance		5,188,704			-			5,188,704
Proceeds from director loan		-			2,383			3,332
Loan fees paid		(360,000	)					(360,000	)
Loan repayments		(206,943	)		-			(206,943	)
Repayments of bridge loans		(1,550,000	)					(1,550,000	)
Proceeds from sale of common stock and warrants net of offering costs paid		2,615,248			-			2,637,998
Proceeds from Series C preferred stock offering		492,000			-			492,000

CASH PROVIDED BY FINANCING ACTIVITIES		5,979,009			202,383			6,205,091

Increase (decrease) in cash and cash equivalents		(153,762	)		172,467			18,738
Cash and cash equivalents, beginning of year		172,500			33			-
Cash and cash equivalents, end of year		18,738			172,500			18,738

Cash paid for interest	$	19,167		$	-		$	19,167

~~The~~See ~~following~~accompanying ~~table~~notes ~~sets~~to ~~forth~~the ~~director~~Consolidated Financial ~~compensation as of for fiscal year ended September 30, 2011:~~Statements.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Paul Vassilakos		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Miles Leahy		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Mariya Kokho (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Vasiliy Ignatenko (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-

F-6

~~(1)~~RIO ~~Former~~BRAVO ~~Director~~OIL, INC.

We(An doExploration ~~not~~Stage ~~provide any compensation to our directors for serving as directors.~~Company)

23CONSOLIDATED STATEMENTS OF CASH FLOWS

Outstanding Equity Awards at Fiscal Year-End

	Predecessor Business
	From January 1, 2012 through February 14,			Year Ended December 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(166,932	)	$	(450,069	)
Adjustments to reconcile net loss to cash used in operations
Depreciation		3,311			58,864
Non cash interest expense		-			537
General and administrative expenses advanced by related party		-			70,000
Changes in assets and liabilities
Other receivables		-			(8,633	)
Prepaid expenses		(12,175	)		27,996
Accounts payable		-			68,905
Accrued expenses		-			95,295

NET CASH USED BY OPERATIONS		(175,796	)		(137,105	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for oil and gas property		(30,000	)		(300,000	)
Cash advanced to Pan American Oil Company, LLC, net of cash acquired		615,250			(1,429,736	)
Loans to Eagle Ford Oil Company, Inc.		(409,506	)		-

CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES		175,744			(1,729,736	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loan		-			17,000
Repayment of stockholder loan		-			-
Proceeds from debt issuance		-			-
Loan fees paid		-			1,855,000
Bridge notes proceeds		245,000			-
Repayment of bridge notes		(200,000	)
Proceeds from sale of common stock and warrants net of offering costs paid		-			-
Payment of Series A offering costs		-			-

CASH PROVIDED BY FINANCING ACTIVITIES		45,000			1,872,000

Increase in cash and cash equivalents		44,948			5,159
Cash and cash equivalents, beginning of year		5,159			-
Cash and cash equivalents, end of year		50,107			5,159

Cash paid for interest	$	-		$	-

~~The~~See ~~following~~accompanying ~~table~~notes ~~sets~~to ~~forth certain information concerning outstanding stock awards held by~~ the ~~Named~~Consolidated Financial ~~Executive Officers for our fiscal year ended September 30, 2011:~~Statements.

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Paul Vassilakos		-0-		-0-		-0-		N/A		N/A		-0-		-0-		-0-		-0-
Miles Leahy		-0-		-0-		-0-		N/A		N/A		-0-		-0-		-0-		-0-
Mariya Kokho (1)		-0-		-0-		-0-		N/A		N/A		-0-		-0-		-0-		-0-
Vasiliy Ignatenko (1)		-0-		-0-		-0-		N/A		N/A		-0-		-0-		-0-		-0-

F-7

~~(1)~~RIO ~~Former~~BRAVO ~~executive~~OIL, ~~officer~~INC.

24(An Exploration Stage Company)

~~ITEM~~CONSOLIDATED 12STATEMENT ~~- SECURITY OWNERSHIP~~ OF ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~STOCKHOLDERS’ EQUITY

The following table sets forth, as of December 22, 2011, certain information with respect to the Company’s equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 10% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

	Common Stock						Preferred Series B				Additional									Total
	Outstanding			Par			Outstanding				Paid-in			Subscription			Accumulated			Stockholders’
	Shares			Value			Shares		Amount		Capital			Receivable			Deficit			Equity

Balance at inception on June 9, 2010		-		$	-			-	$	-	$	-		$	-		$	-		$	-

June 21, 2010
Common shares issued for cash at $0.001		75,000,000			75,000			-		-		-			-			(72,500	)		2,500

September 29, 2010
Common shares issued for cash at $0.03		20,250,000			20,250			-		-		-			-			-			20,250
Net loss		-			-			-		-		-			-			(941	)		(941	)

Balance as of September 30, 2010		95,250,000			95,250			-		-		-			-			(73,441	)		21,809

Net loss		-			-			-		-		-			-			(19,346	)		(19,346	)

Balance as of September 30, 2011		95,250,000			95,250			-		-		-			-			(92,787	)		2,463

Net loss		-			-			-		-		-			-			(40,635	)		(40,635	)

December 31, 2011 Balance		95,250,000			95,250			-		-		-			-			(133,422	)		(38,172	)

Share cancelation		(66,500,010	)		(66,500	)		-		-		-			-			66,500			-

Balance after cancelation		28,749,990			28,750							-						(66,922	)		(38,172	)
Unit offering of common stock and warrants		3,541,667			3,541							2,652,708									2,656,249
Unit offering of common stock and warrants subscribed to												500,000			(500,000	)					-

Cancellation of common stock and warrants subscribed to												(500,000	)		500,000						-

Unit offering cost												(306,626	)								(306,626	)

Stock issuable Michael Garnick												750									750

Series B issued - Numa Luling acquisition		-			-			3,250,000		3,250		3,463,417			-						3,466,667

Common stock issued for investor advisor services		100,000			100							85,900									86,000

Warrants – issued for consulting services												33,650									33,650
Beneficial feature of convertible notes												150,000									150,000
Dividends																		(144,375	)		(144,375	)
Net loss																		(3,454,457	)		(3,454,457	)

Balance at December 31, 2012		32,391,657			32,391			3,250,000		3,250		6,079,799			-			(3,665,754	)		2,449,686

Title of Class	Name and Address of Beneficial Owner (2)	Nature of Beneficial Ownership	Amount			Percent of Class (1)
Common Stock	Paul Vassilakos (3)	Chief ExecutiveOfficer, Chief Financial Officer, Director		2,500,000	(4)		78.7	%
Common Stock	Miles Leahy (3)	Secretary, Director		0			0	%
Common Stock	All Directors and Officers As a Group (2 persons)			2,500,000	(4)		78.7	%

See accompanying notes to the Consolidated Financial Statements.

(1) Based on 3,175,000 shares outstanding as of December 22, 2011. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.F-8

~~(2)~~RIO ~~Unless~~BRAVO ~~indicated otherwise~~OIL, ~~the address of the shareholder is c/o Soton Holdings Group, Inc~~INC.~~, 180 Madison Avenue, Suite 1702, New York, NY 10016.~~

~~(3)~~Notes ~~Indicates~~to ~~an officer and/or director of~~ the ~~Company~~Consolidated Financial Statements

~~(4)~~NOTE ~~All~~1 ~~shares~~- ~~held~~BASIS inOF ~~the~~PRESENTATION ~~name~~AND ofGOING ~~Petrina Advisors, Inc., an entity controlled by Mr. Vassilakos.~~CONCERN

~~The~~Nature ~~Company is not aware~~ of ~~any~~Operations ~~person~~and who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.Presentation

~~Change~~These financial statements include the accounts of Rio Bravo Oil, Inc. (the “Company”), formerly Soton Holdings Group, Inc., which was formed on June 9, 2010 in ~~Control~~the state of Nevada and its wholly owned subsidiary Pan American Oil Company, LLC. Except where the context otherwise requires, the “Company,” “we,” “our” and “us” refers to Rio Bravo Oil, Inc. and our wholly-owned subsidiary Pan American Oil Company, LLC.

OnAs ~~October~~described ~~17,~~in ~~2011~~more detail later in this document, the Company’s acquired ~~two~~Pan ~~largest~~American ~~holders~~Oil ofCompany, ~~its~~LLC ~~common~~on ~~stock~~February 14, as2012. ~~well~~Prior asto ~~its~~that ~~two~~acquisition ~~officers~~the ~~and~~Company ~~directors,~~was Msa shell company with limited or no operations. ~~Mariya~~Under ~~Kokho~~Securities and ~~Mr.~~Exchange ~~Vasiliy~~Commission ~~Ignatenko,~~(the ~~entered~~“SEC”) ~~into~~rules when a ~~Agreement~~registrant succeeds to ~~Purchase~~substantially all ~~Common~~of ~~Stock~~the ~~with~~business ~~Petrina~~(or ~~Advisors,~~a ~~Inc.,~~separately aidentifiable ~~New~~line ~~York~~of ~~corporation,~~business) ~~under~~of ~~which~~another ~~Petrina~~entity ~~agreed~~(or togroup ~~purchase~~of anentities) ~~aggregate~~and ofthe ~~2,500,000~~registrant's own ~~shares~~operations ofbefore the ~~Company’s~~succession ~~common~~appear ~~stock~~insignificant ~~from~~relative ~~Ms.~~to ~~Kokho~~the ~~and~~operations ~~Mr.~~assumed ~~Ignatenko~~or inacquired ~~exchange~~- ~~for~~the ~~$16,000. These~~registrant ~~shares~~is ~~represent~~required to ~~approximately~~present ~~79%~~financial ofinformation for the ~~Company’s~~acquired ~~outstanding~~entity ~~common~~(the ~~stock. The~~“predecessor”) ~~transaction~~for ~~closed~~all ~~November~~comparable ~~22,~~periods ~~2011~~prior to the date of acquisition being presented before the succession.

25Therefore we are providing certain additional information in our financial statements regarding the predecessor businesses for periods prior to February 14, 2012. Pan American Oil Company, LLC, is considered a predecessor, Also, Pan American Oil Company, LLC purchased certain oil and gas leasehold interests from Rio Bravo Oil, LLC on February 13, 2012 prior to being acquired by the Company and therefore those leasehold interests are also considered a predecessor. Collectively, Pan American Oil Company, LLC and the leasehold interests acquired from Rio Bravo Oil, LLC is referred to as the “Predecessor Business” This financial information (for which intercompany transactions between the predecessors have been eliminated) for the period prior to February 14, 2012 is labeled “Predecessor Business” and the Company has placed a heavy black line between it and the Company’s (also referred to as the successor) information to differentiate it from the Company’s financial information.

~~ITEM~~Going ~~13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Concern

~~None~~The ofCompany ~~the~~has ~~following~~incurred ~~parties~~significant operating losses since its inception and has an accumulated deficit at December 31, ~~since~~2012 ~~the~~of ~~Company’s~~$3,665,754. ~~date~~In addition, as of ~~incorporation~~December 31, 2012, the Company had ~~any~~a ~~material~~working ~~interest,~~capital ~~direct~~deficit orof ~~indirect,~~$3.8 inmillion ~~any~~and ~~transaction~~is ~~with~~currently usunable orto insatisfy ~~any~~it’s ~~presently~~debt ~~proposed~~obligations ~~transaction~~when they come due. Management expects that ~~has~~significant oron-going operating and drilling expenditures will ~~materially~~be ~~affect~~necessary to successfully implement the Company’s drilling plans. These circumstances raise substantial doubt about the Company,’s ~~except~~ability to continue as ~~indicated:~~a going concern. Implementation of the Company’s plans and its ability to continue as a going concern depend upon its securing substantial additional financing.

·The ~~Any~~Company has only enough cash to operate into May 2013 and at the time of these financial statements, the production levels for the #4H and #3 tiller wells are currently unknown as they are undergoing flow testing. Management’s plans include efforts to obtain additional capital, although no assurances can be given about the Company’s ~~directors~~ability to obtain such capital. If the Company is unable to obtain adequate additional financing or ~~officers;~~generate additional hydrocarbon production, it will be unable to continue its drilling plans and other activities and may be forced to cease operations. The consolidated financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

·NOTE ~~Any~~2 ~~person~~- ~~proposed~~MERGER asWITH aPAN ~~nominee~~AMERICAN ~~for~~OIL ~~election~~COMPANY, ~~as a director;~~LLC

·On ~~Any~~February ~~person~~14, ~~who~~2012, ~~beneficially~~the ~~owns~~Company completed the acquisition of all of the outstanding member interests of Pan American Oil Company, ~~directly~~LLC or(“Pan ~~indirectly~~Am”) at which time Pan Am became a wholly owned subsidiary of the Company. The purchase price of the member interests of Pan Am was 5,500,000 shares ~~carrying~~of ~~more~~Series A ~~than~~Preferred 5%stock (see Note 8) plus the assumption of certain liabilities of Pan Am. Liabilities that were not assumed by the Company ~~voting~~primarily ~~rights~~consisted ~~attached~~of a liability to deliver $500,000 worth of preferred shares, from an earlier acquisition by Pan Am (see below). This liability was distributed to the members of Pan Am immediately prior to the acquisition of Pan Am by the Company’s. The ~~outstanding~~acquisition ~~shares~~of Pan Am allowed the Company to enter the oil and gas industry and gain access to oil and gas leaseholds covering approximately 4,500 acres gross (2,143 net) within the Edwards formation in Texas. The Company acquired an approximate 63.5%/57% working interest (before/after pay out) and approximate 38% net revenue interest (after pay out) in the Edwards formation leaseholds in Caldwell and Guadeloupe counties in Texas. Immediately following the acquisition the Company changed its year end to December 31 to conform with that of ~~common~~Pan ~~stock;~~Am.

~~· Any relative or spouse of any of the foregoing persons who has the same house as such person;~~F-9

·RIO ~~Immediate~~BRAVO ~~family members of directors~~OIL, ~~director nominees, executive officers and owners of 5% or more of the Company’s common stock~~INC.

OnNotes ~~June 9, 2010, Ms. Mariya Kokho, one of our former officers and directors, advanced funds~~ to ~~us in~~ the ~~amount~~Consolidated ~~of $349. These funds were repaid to Ms. Kokho in connection with the transaction with Petrina Advisors, Inc. referenced herein.~~Financial Statements

OnImmediately ~~June~~prior 21to the merger with the Company, ~~2010~~Pan Am consummated an acquisition of oil and gas leasehold interests in the Edwards formation from Rio Bravo Oil, weLLC ~~issued~~(“Rio LLC”), a company ~~total~~with common ownership and control with Pan Am. The purchase price of 2the leasehold interests was $1.6 million which consisted of approximately $966,~~500~~000 of cash and payment of expenses on behalf of Rio LLC, a payable to Rio LLC of approximately $120,000 (of ~~shares~~which $113,000 was paid in 2012) and assumption of ~~restricted~~a payable to the operator of the Edwards formation leaseholds of approximately $364,000. Because the two companies were under common ~~stock~~control, the acquisition of these assets were reflected at their historical basis of Rio LLC by Pan Am, with the excess consideration being treated as a distribution to Msa member of Rio LLC as reflected under the Predecessor Business caption on the balance sheet presented in this document. ~~Kokho~~As ~~for~~a ~~payment~~result of $2application of the purchase method of accounting,~~500~~ which is based on the amount of consideration paid, these same assets are reflected using a stepped up basis in the Company’s balance sheet. Thus the Company’s financial statements from the periods prior to the transaction date are not directly comparable to the financial statements for periods subsequent to the transaction date.

OnUnder ~~June~~the ~~30,~~purchase ~~2010~~method of accounting, ~~Ms.~~the ~~Kokho~~Company ~~sold~~assets acquired ~~500,000~~and ~~restricted~~liabilities ~~shares~~assumed ofare ~~our~~recorded ~~common~~at ~~stock~~their torespective Mrfair values as of the transaction date. ~~Vasiliy~~In ~~Ignatenko~~connection inwith the merger, the consideration ~~for~~paid, ~~$500~~and ~~cash.~~the assets acquired and liabilities assumed, recorded at fair value on the date of acquisition, are summarized in the following tables:

We do not have an audit, compensation, or nominating committee, and none of our Directors are considered independent.

	In thousands
Net assets acquired
Cash	$	50
Prepaids		22
Proved oil and gas property		7,370
Furniture, fixtures and equipment		292
Other receivables		948
	$	8,682

Liabilities
Accounts payable & accrued expenses	$	415
Loans payable		87
Bridge notes payable		1,900
Other liabilities		770
Asset retirement obligations		10
	$	3,182

Net identifiable assets/consideration paid	$	5,500

WeInitial ~~have~~accounting ~~not~~for ~~had~~the aacquisition ~~promoter~~was ~~during~~incomplete and provisional amounts were recorded in the ~~last~~initial interim ~~five~~periods ~~fiscal~~after ~~years~~the acquisition. The amounts in the table above reflect updated information. The changes subsequent to the provisional information were a reduction of prepaid expenses of $150,000 and a corresponding reduction in accounts payable of $150,000.

~~ITEM~~Unaudited 14Pro –Forma ~~PRINCIPAL~~Statements ~~ACCOUNTING~~of ~~FEES~~Operations ~~AND SERVICES~~Data

~~GENERAL~~The following unaudited pro forma statement of operations data presents the combined results of the Company as if its acquisition of Pan Am had occurred on January 1, 2011.

~~L J Soldinger Associates, LLC is our principal independent registered accounting firm.~~F-10

~~Prior~~RIO toBRAVO ~~December 15~~OIL, ~~2011, Ronald R~~INC. ~~Chadwick, P.C. served as our principal independent accounting firm.~~

~~The~~Notes ~~following~~to ~~table represents aggregate fees we were billed for~~ the ~~year~~Consolidated ~~ended September30, 2011 by L J Soldinger Associates LLC and for the period ended September 30, 2010 billed by Ronald R. Chadwick, P.C.~~Financial Statements

26The unaudited pro forma information is based on various assumptions and presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place at the beginning of 2011.

The following table presents fees for professional services performed for the fiscal year ended September 30, 2011 and for the period June 9, 2010, (date of inception) through September 30, 2010.

	Year Ended December 31,
	2012			2011

Pro forma net sales	$	101,556		$	-
Pro forma net loss to common stockholders	$	(3,765,764	)	$	(490,704	)
Pro forma basic and diluted loss per share	$	(0.08	)	$	(0.01	)

	2011		2010
Audit Fees:	$	10,000	$	3,250
Audit-Related Fees:		0		0
Tax Fees:		0		500
All Other Fees:		0		0
Total:	$	10,000	$	3,750

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Audit~~Principles ~~Fees consist~~ of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by our independent accountants in connection with statutory and regulatory filings or engagements.Consolidation

~~Audit-Related~~The ~~Fees~~consolidated ~~consist~~financial ofstatements ~~fees~~included ~~billed~~herewith ~~for assurance and related services that are reasonably related to~~ include the ~~performance~~accounts of the ~~audit~~Company orand ~~review~~its ofwholly-owned ~~the~~subsidiary. ~~Company’s~~All ~~consolidated~~significant ~~financial~~inter-company ~~statements~~balances and ~~are~~transactions ~~not~~have ~~reported~~been eliminated ~~under~~in ~~“Audit Fees~~consolidation.”

~~Tax~~Cash ~~Fees consist of fees billed for professional services for tax compliance, tax advice~~ and ~~tax~~cash ~~planning. These services include assistance regarding federal and state tax compliance, tax audit defense, customs and duties, and mergers and acquisitions.~~equivalents

~~All~~The ~~Other~~Company ~~Fees~~considers ~~consist~~all ofhighly ~~fees~~liquid ~~billed~~instruments ~~for~~with ~~products~~original maturity ~~and~~of ~~services~~less ~~provided~~than by90 ~~the~~days ~~principal~~to ~~accountant,~~be ~~other~~cash ~~than those services described above~~equivalents.

OfExploration ~~the~~Stage ~~fees described above for the year ended September 30, 2011, 100% were approved by the entire Board of Directors.~~Enterprise

27The Company has been devoting most of its efforts to exploring for and developing its oil and gas assets and, consequently, meets the definition of An Exploration Stage Enterprise, under the Accounting Standards Codification “Accounting and Reporting for Development Stage Enterprises.” Certain additional financial information is required to be included in the financial statements for the period from inception of the Company to the current balance sheet date.

~~PART~~Furniture, IVFixtures & Equipment

~~ITEM~~Property 15and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line ~~EXHIBITS,~~method ~~FINANCIAL~~over ~~STATEMENT~~the ~~SCHEDULES~~assets’ estimated useful lives. Principal useful lives are as follows:

~~(a)(1) Financial~~Oil ~~Statements~~field equipment 7 years

~~The~~Normal ~~following~~maintenance ~~financial~~and ~~statements~~repairs for property and equipment are charged ~~filed~~to expense as ~~part~~incurred, ofwhile ~~this~~significant ~~report:~~improvements are capitalized.

Report of Registered Public Accounting Firm	F-1
Balance Sheet	F-2
Statements of Operations	F-3
Statements of Shareholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the Financial Accounting Standards Board Accounting Standards Codification^TM (the “FASC”), the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the asset.

~~(a)(2) Financial Statement Schedules~~F-11

WeRIO doBRAVO ~~not~~OIL, ~~have any financial statement schedules required to be supplied under this Item~~INC.

~~(a)(3) Exhibits~~Notes to the Consolidated Financial Statements

~~Refer~~Oil toand ~~(b)~~Gas ~~below.~~Properties

~~(b) Exhibits~~The Company follows the full cost method of accounting for oil and natural gas operations. Under this method all productive and nonproductive costs incurred in connection with the acquisition, exploration, and development of oil and natural gas reserves are capitalized on a country-by-country basis into an individual country “cost pool.” The Company has operations in the United States and, consequently, only has one cost pool. No gains or losses are recognized upon the sale or other disposition of oil and natural gas properties except in transactions that would significantly alter the relationship between capitalized costs and proved reserves. The costs of unevaluated oil and natural gas properties are excluded from the amortizable base until the time that either proven reserves are found or it has been determined that such properties are impaired. As properties become evaluated, the related costs are transferred to the proved oil and natural gas properties cost pool using full cost accounting.

Item No.		Description
3.1 (1)		Articles of Incorporation of Soton Holdings Group, Inc., a Nevada corporation
3.2 (1)		Bylaws of Soton Holdings Group, Inc., a Nevada corporation
10.1 (2)		Bottle Supply Agreement with Hangzhou Yangcheng Company, Ltd. dated November 25, 2010
10.2		Amendment No. 1 to Bottle Supply Agreement with Hangzhou Yangcheng Company, Ltd dated August 15, 2011
10.3 (1)		Letter of Intent with Khan Krum Winery dated September 30, 2011
10.4		Promissory Note with Michael J. Garnick dated December 21, 2011
31.1		Rule 13a-14(a)/15d-14(a) Certification of Paul Vassilakos (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Paul Vassilakos (filed herewith).
32.1		Section 1350 Certification of Paul Vassilakos (filed herewith).
32.2		Section 1350 Certification of Paul Vassilakos (filed herewith).

Under the full cost method the net book value of oil and natural gas properties, less related deferred income taxes, may not exceed the estimated after-tax future net revenues from proved oil and natural gas properties, discounted at 10% (the “Ceiling Limitation”). In arriving at estimated future net revenues, estimated lease operating expenses, development costs, and certain production-related and ad valorem taxes are deducted. In calculating future net revenues, prices and costs are held constant indefinitely, except for changes that are fixed and determinable by existing contracts. Prices are determined using a simple arithmetic average of the first day of each month during the most recent twelve month period presented herein. The net book value is compared to the Ceiling Limitation on a quarterly and yearly basis. The excess, if any, of the net book value above the Ceiling Limitation is charged to expense in the period in which it occurs and is not subsequently reinstated.

28Unit-of-production depletion is applied to capitalized costs of the full cost pool. Unit-of-production rates are based on the amount of proved reserves (both developed and undeveloped) of oil, gas and other minerals that are estimated to be recoverable from existing facilities using current operating methods.

~~(1)~~The ~~Incorporated~~costs byof ~~reference~~investments ~~from~~in ~~our~~unproved ~~Registration~~properties ~~Statement~~and onportions of ~~Form~~costs ~~S-1~~associated ~~filed~~ with ~~the~~major ~~Commission~~development onprojects ~~November~~are 4excluded from the depreciation, ~~2010~~depletion and amortization calculation until the project is evaluated.

~~(2)~~Unproved ~~Incorporated~~property bycosts ~~reference~~include ~~from~~leasehold ~~our~~costs, ~~Amended~~seismic ~~Registration~~costs and ~~Statement~~other oncosts ~~Form~~incurred ~~S-1/A~~during ~~filed~~the ~~with~~exploration phase. In areas where proved reserves are established, significant unproved properties are evaluated periodically, but not less than annually, for impairment. If a reduction in value has occurred, these property costs are considered impaired and are transferred to the ~~Commission~~related onfull ~~December~~cost 22pool. Unproved properties whose acquisition costs are not individually significant are aggregated, ~~2010~~and the portion of such costs estimated to be ultimately nonproductive, based on experience, and is amortized to the full cost pool over an average holding period.

~~SIGNATURES~~Use of Estimates

InThe preparation of the Company’s financial statements in accordance with ~~Section~~US 13GAAP orrequires ~~15(d)~~management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the ~~Exchange~~date ~~Act,~~of the ~~registrant~~financial ~~caused~~statements ~~this~~and ~~report~~the toreported beamounts ~~signed~~of onrevenue ~~its~~and ~~behalf~~expenses byduring the ~~undersigned,~~reporting ~~thereunto~~period. Management ~~duly~~believes ~~authorized~~that the following material estimates affecting the financial statements could significantly change in the coming year.

	Soton Holdings Group, Inc.
Dated: December 29, 2011		/s/ Paul Vassilakos
	By:	Paul Vassilakos
		Chief Executive Officer, Chief
		Financial Officer, Chief
		Accounting Officer
		and a Director
Dated: December 29, 2011		/s/ Miles Leahy
	By:	Miles Leahy
		Secretary and a Director

The most significant estimates pertain to proven oil and natural gas reserves and related cash flow estimates used in impairment tests of long-lived assets, estimates of future development, dismantlement and abandonment costs. Certain of these estimates require assumptions regarding future costs and expenses and future production rates. Actual results could differ from those estimates.

InThe ~~accordance~~Company’s ~~with~~revenue, profitability and future growth are substantially dependent upon the ~~Exchange~~prevailing ~~Act~~and future prices for oil and natural gas, ~~this~~which ~~report~~are ~~has~~dependent ~~been~~upon ~~signed~~numerous ~~below~~factors beyond bytheir ~~the~~control ~~following~~such ~~persons~~as oneconomic, ~~behalf~~political ofand ~~the~~regulatory ~~registrant~~developments and competition from other energy sources. The energy markets have historically been very volatile and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the ~~capacities~~future. A substantial or extended decline in oil and natural gas prices could have a material adverse effect on the ~~dates~~Company’s ~~indicated~~financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

Dated: December 29, 2011		/s/ Paul Vassilakos
	By:	Paul Vassilakos
		Chief Executive Officer, Chief
		Financial Officer, Chief
		Accounting Officer
		and a Director
Dated: December 29, 2011		/s/ Miles Leahy
	By:	Miles Leahy
		Secretary and a Director

F-12

29RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Estimates of oil and natural gas reserves and their values, future production rates and future costs and expenses are inherently uncertain for numerous reasons, including many factors beyond the Company’s control. Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretation and judgment. In addition, estimates of reserves may be revised based on actual production, results of subsequent exploration and development activities, prevailing commodity prices, operating cost and other factors. These revisions may be material and could materially affect future depletion, depreciation and amortization expense, dismantlement and abandonment costs, and impairment expense.

Revenue Recognition

Revenues are recognized when hydrocarbons have been delivered, the customer has taken title and payment is reasonably assured.

Taxes Associated with Revenue Producing Transactions

The Company reports taxes assessed by state, local and U.S. federal governmental authorities from the production and sale of hydrocarbons on a line item under operating expenses.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred asset will not be realized.

The Company follows the guidance of FASC 740 Income Taxes, Accounting for Uncertainty in Income Taxes, which prescribes a comprehensive model for how a company should measure, recognize, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on income tax returns.

The Company recognizes the tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2012 and 2011, the Company has not taken any uncertain tax positions.

Asset Retirement Obligations

The Company provides for future asset retirement obligations on its resource properties and facilities based on estimates established by current legislation and industry practices. The asset retirement obligation is initially measured at fair value and capitalized as an asset retirement cost that is amortized on a straight line 15 year basis. The obligation is accreted through interest expense until it is expensed and or settled. The fair value of the obligation is estimated based on recent operations in the area and is then accreted using an expected inflation rate for oil field service costs. The Company recognizes revisions to either the timing or amount of the original estimate as increases or decreases to the asset retirement obligation.

The significant assumptions used to develop the expected liability during the period are as follows:

Average cost to remediate individual well sites: $4,000 to $7,000 (net to our interest)

Average gross salvage value expected from individual well sites remediated: $0 (net)

Expected inflation rate for oil field service costs: 5%

Risk weighted cost of credit: 8%

Average time to abandonment: 20 years

F-13

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Actual retirement costs will be recorded against the obligation when incurred. Any difference between the recorded asset retirement obligation and the actual retirement costs incurred is recorded as a gain or loss in the settlement period.

Beginning balance, December 31, 2011	$	-
Liabilities incurred		2,354,436
Liabilities Settled		-
Accretion expense		130,571
Balance at December 31, 2012	$	2,485,007

Concentrations

Upon acquisition of oil and gas field interests, the Company also became a party to joint operating agreements (“JOA’s”) that define the rights and responsibilities third party operators and passive interest holders. Under the JOA, the third party operator is responsible for acquiring customers to sell the oil and gas produced and to either performing or contracting out to other third parties to perform services necessary to continue and maintain undeveloped acreage. Currently all of the Company’s leasehold interests have as their third party operator Eagle Ford Oil Co. Inc. which is controlled by the former managing member of both Pan Am Oil Co., LLC and Rio Bravo Oil, LLC.

Concentrations of Market Risk

The future results of the company’s oil and natural gas operations will be affected by the market prices of oil and natural gas. The availability of a ready market for oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty.

The Company operates in the exploration, development and production sector of the oil and gas industry. While certain of these customers and joint venture partners are affected by periodic downturns in the economy in general or in their specific segment of the oil and natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations has been and will continue to be immaterial to the Company’s results of operations over the long-term.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. During the year the amount of bank deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”) insurance can be material.

Fair Value

As defined in authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (“exit price”). To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ("Level 1" measurements) and the lowest priority to unobservable inputs ("Level 3" measurements). The three levels of the fair value hierarchy are as follows:

F-14

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Level 1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Other inputs that are observable, directly or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

	Fair Value		Level 1		Level 2		Level 3

Asset retirement obligation		2,485,007		-		-		2,485,007

Net Loss Per Share

Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. The Company’s calculation of diluted net loss per share excludes potential common shares as of December 31, 2012 and 2011 as the effect would be anti-dilutive (i.e. would reduce the loss per share). At December 31, 2012, warrants and preferred stock that were convertible into 12,639,453 shares of common stock were not included in the net loss per share calculation.

In accordance with SEC Accounting Series Release 280, the Company computes its income or loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from it reported net loss and reports the same on the face of its statement of operations.

Recent Accounting Pronouncements

In June 2011, the FASB issued Accounting Standards ASU 2011-05 to amend the guidance on the presentation of comprehensive income in ASC 220. ASU 2011-05 requires companies to present a single statement of comprehensive income or two separate but consecutive statements, a statement of operations and a statement of comprehensive income. ASU 2011-05 eliminates the alternative to present comprehensive income within the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The ASU should be applied retrospectively and is effective for annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, which deferred the changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income. We do not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

F-15

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

NOTE 4 – ACQUISITION OF LEASEHOLD INTERESTS FROM NUMA LULING, LLC AND EAGLE FORD OIL CO, INC.

In June 2012, the Company completed the acquisition of all of the leasehold interests held by Numa Luling, LLC (“Numa”). The purchase price of the leasehold interests acquired from Numa was 3,250,000 shares of Series B Preferred stock (see Note 8) plus the assumption of certain liabilities of Numa. The stock was valued at its then fair value upon issuance at $3,466,667. The acquisition of Numa increased the Company’s ownership interest in the Edwards formation leaseholds covering approximately 4,500 acres gross (2,143 net) in Texas. The Company acquired an approximate 25% working interest and approximate 18.75% net revenue interest (after pay out) in the Edwards formation leaseholds in Caldwell and Guadeloupe counties in Texas. The results of operation of Numa are included herein starting on June 1, 2012.

In May 2012, the Company completed the acquisition of 80% of the leasehold interests and approximately 500 wells held by Eagle Ford Oil Co, Inc. (“Eagle Ford”). The purchase price of the leasehold interests and wells acquired was approximately $2 million in cash plus a note for $225,000 plus the assumption of certain liabilities. Prior to the acquisition, Pan Am advanced Eagle Ford approximately $906,000 which was deducted from the $2 million cash payment required to be made to Eagle Ford. The Company assumed Eagle Ford’s liabilities to the previous leaseholders, the bankruptcy estate of Caltex Swabbing Co. Those liabilities were primarily $295,000 of the original upfront cash purchase price paid that was still owing to the bankruptcy estate and “Option B” liability that requires the Company to pay to the bankruptcy estate $5,000 per well drilled for the first 200 wells and in the event that 200 wells are not drilled on or before March 16, 2016, the difference between $1 million and the amount paid per well becomes immediately due. In 2012, the Company paid $171,798 of the $295,000 assumed liability. The Company recorded the fair value amount of the debt at the time of acquisition in the amount of $726,921 using an 8% risk free rate. As of December 31, 2012 the amount of the debt was $771,717. The Company acquired 80% working interest and approximate 60% net revenue interest in the same acreage as the Edwards formation, but for all depths below and above the Edwards formation. Eagle Ford retained the third party operating rights to the Fields and also has 20% of its interest carried by the Company for all drilling and swabbing operations. The swabbing operation currently holds production for the entire leasehold. The results of operation for Eagle Ford are included herein starting on April 1, 2012.

Under the purchase method of accounting, the Company assets acquired and liabilities assumed are recorded at their respective fair values as of the transaction date. In connection with the merger, the consideration paid, and the assets acquired and liabilities assumed, recorded at fair value on the date of acquisition, are summarized in the following tables:

	In thousands
Net assets acquired
Cash	$	-
Prepaids		182
Proved oil and gas property		8,500
Furniture, fixtures and equipment		376
	$	9,058

Liabilities
Accounts payable and accrued expenses	$	-
Loans payable		295
Other liabilities		727
Asset retirement obligations		2,345
	$	3,367

Net identifiable assets/consideration paid	$	5,691

Initial accounting for the acquisition was incomplete and provisional amounts were recorded in the initial interim periods after the acquisition. The amounts in the table above reflect updated information. The changes subsequent to the provisional information were a reduction of prepaid expenses of $17,000 and a corresponding increase in proved oil and gas property of $17,000.

Unaudited Pro Forma Statements of Operations Data

The following unaudited pro forma statement of operations data presents the combined results of the Company as if its acquisition of Numa and EF had occurred on January 1, 2011.

F-16

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

The unaudited pro forma information is based on various assumptions and presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place at the beginning of 2011.

	Year Ended December 31,
	2012			2011

Pro forma net sales	$	-		$	113,914
Pro forma net loss to common stockholders	$	(3,772,266	)	$	(349,719	)
Pro forma basic and diluted loss per share	$	(0.08	)	$	(0.00	)

NOTE 5 - OIL AND GAS PROPERTIES

Oil and gas properties consisted of the following as of December 31:

	2012			2011

Proved properties	$	17,741,096		$	-
Unproved properties		-			-
		17,741,096			-
Accumulated depletion, depreciation and impairment		(24,377	)		-
	$	17,716,719		$	-

In 2012, the third party operator for the Company’s leasehold interests commenced several drilling and work-over programs targeting three different depths within the Buda and Edwards formations. The first program started by the third party operator was an attempt to test for recompleting the wells drilled in the 2010 drilling program that were all dry holes that were acquired by the Company with their purchase of Pan American Oil Co, LLC and Numa Luling, LLC (see Notes 2 and 4). During 2012 the Company began recomplete work on the #1H and the #3H wells. As of December 31, 2012, the Company had incurred drilling costs of approximately $232,000 in regards to this first program. The #1H well is still being tested, while the #3H well will go into production after proper pump size has been determined. The Company expects to be able to report production test results in the second quarter of 2013. The second program started was a small work-over program covering 4 previously inactive wells in the Austin chalk formation that were acquired in the purchase of the leasehold interest acquired from Eagle Ford Oil Co. Inc. (see Note 4). During 2012 the Company incurred work-over costs of approximately $98,000.

The third drilling program was the drilling of a new horizontal well nearby to the wells drilled in the 2010 drilling program noted above, the Tiller #4H well. The Company incurred drilling costs of approximately $1.38 million for this well, which was undergoing testing as of December 31, 2012. As of the date of these financial statements the well was undergoing flow testing and the Company expects to be able to report production test results in the second quarter of 2013.

Depletion expense amounted to $24,377 and $0 for the year ended December 31, 2012 and 2011, respectively.

F-17

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

NOTE 6 - FURNITURE, FIXTURES AND EQUIPMENT

Furniture, fixtures and equipment consisted of the following as of December 31:

	2012			2011

Salvaged equipment from Luling Edwards exploration	$	668,346		$	-
Accumulated depreciation		(73,107	)		-
	$	595,239		$	-

In 2011 Pan Am and Numa salvaged certain equipment from its failed first drilling program for use in future drilling programs. That equipment will be transferred to oil and gas properties cost pool upon completion of a successful drilling program such that the equipment can be utilized. Costs transferred to oil and gas properties will at that time stop being depreciated and will then be subject to amortization from the cost pool through depletion.

Depreciation expense for the year ended December 31, 2012 was $73,107. There was no depreciation expense for the prior period ended December 31, 2011. For the predecessor company, depreciation expense amounted to approximately $3,000 for the period from January 1, 2012 through February 14, 2012 and zero for the year ended December 31, 2011.

NOTE 7 - NOTES AND ADVANCES PAYABLE

On December 22, 2011, the Company issued an unsecured promissory note in the amount of $200,000 to Michael J. Garnick, a stockholder. The promissory note accrued interest at 10% per annum and was due on February 15, 2012. As a condition for issuing the promissory note, the Company was obligated to issue 90,000 shares of its common stock to Michael J. Garnick. The relative fair value of the 90,000 shares of $750 was recognized as a discount to the debt. The debt discount is accreted to interest expense over the term of the promissory note. The note was repaid in full in March 2012.

In connection with the acquisition of Pan Am the Company acquired certain advances payable and short term bridge notes in the principal amount of $1,900,000 from two unaffiliated entities. Of the $1,900,000 borrowed, $600,000 was evidenced by an unsecured promissory note, had an interest rate of 10% per annum and was repaid March 2012. The remaining $1,300,000 borrowed was evidenced by a series of loan agreements all with essentially the same terms; interest at the rate of 6% per annum, unsecured, and due on the earlier of December 31, 2012 or upon demand. As of December 31, 2012, $350,000 was due on this loan. The Company is currently in negotiations with the lender to extend the maturity date of the loan and expects to complete the extension in the second quarter of 2013.

In addition, in 2011 Pan Am was advanced approximately $90,000 by a then related party. The advance is non-interest bearing, is unsecured and due on demand and as of December 31, 2012 the balance the Company owed is $90,704.

On February 24, 2012, the Company received gross proceeds of $2.5 million from the sale of two promissory notes to two unrelated entities. The notes mature on December 31, 2014, bear interest at the rate of 8% per annum, are unsecured and are convertible into up to 2.5 million shares of the Company’s common stock, subject to certain adjustments, at the option of the holders. In addition, should the Company’s common stock trade above $2.50 for a period of 30 or more consecutive trading days, the notes and all accrued and unpaid interest automatically convert into common stock of the Company, at the conversion rate then in effect. The Company determined that at issuance, no beneficial conversion feature was present.

F-18

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

In connection with the $2.5 million notes noted above, the Company paid a 10% fee to and unrelated third party who helped facilitate the transaction. The fee is being amortized on a straight line basis over the life of the loans. Through December 31, 2012 the Company amortized approximately $73,529 to interest expense. At December 31, 2012, the balance the Company owed was $2.5 million.

On April 30, 2012, the Company received gross proceeds of $750,000 from the sale of a promissory note that matures on April 30, 2017, is unsecured and bears interest at the rate of 3% per annum. The note contains conversion privileges such that the holder may convert at any time into common stock of the Company at a conversion rate of $0.75 per share. The conversion feature includes standard anti-dilution provisions. The Company recorded a discount of $150,000 as a result of the beneficial conversion feature, and amortized approximately $13,829 of the discount through December 31, 2012. The balance owed at December 31, 2012 was $750,000.

On May 21, 2012, the Company received gross proceeds of $300,000 from the sale of a promissory note that originally matured on the earlier of December 31, 2012 or upon the Company raising $1,500,000 in debt or equity after the sale of the note, bears interest at the rate of 6% per annum and is unsecured. On December 24, 2012, the maturity date of the note was extended until March 31, 2013. The Company is still in negotiations with the lender to extend that maturity date and expects to complete extension in the second quarter of 2013. In combination with the $750,000 note described above, the Company paid fees totaling $110,000 to acquire these loans. Since the original loans both had maturity dates of December 31, 2012, the entire fee was amortized to interest expense during 2012. The amount owed at December 31, 2012 was $300,000.

In October 2012 through December 2012 the Company received gross proceeds of $ 1,635,000 from the sale of promissory notes that mature on the earlier of December 31, 2013 or upon the Company raising $1,500,000 in debt or equity after the sale of the notes. The notes bear interest at the rate of 6% per annum and are unsecured. The amount owed at December 31, 2012 was $1,635,000.

On May 25, 2012 the Company issued a note as part of the purchase price to acquire the 80% interest in the Eagle Ford Oil Co., Inc. oil and gas leaseholds (see Note 4) in the amount of $225,000 that matured on December 31, 2012, was unsecured and bears interest at the rate 5% per annum. As of December 31, 2012 the unpaid balance of the loan was $190,000. The Company is currently in negotiations with the lender to extend the maturity date of the loan and expects to complete the extension in the second quarter of 2013.

NOTE 8 - PREFERRED STOCK

Series A

In connection with the acquisition of Pan Am, the Company issued 5,500,000 shares of Series A preferred stock as partial consideration for the purchase. The Series A preferred stock had an initial issue price of $1 per share and accrues a dividend quarterly to each holder at the rate of 3% per annum based on the original issue price, payable quarterly in cash or in kind. Series A preferred holders are required to have received all dividends before any dividend on common stock may be issued. The Series A preferred ranks senior to common stock in the event of a liquidation or winding up of the Company. The Series A preferred may be converted in whole or in part at any time at the option of the holder at the rate of 1 common share for each Series A Preferred, subject to adjustments as defined in the Series A certificate of designation. In addition, should the common stock of the Company trade in any over the counter market above $1.75 per share for a period of at least 30 consecutive trading days, the Company have an initial public offering of any class of securities in which gross proceeds are in excess of $50 million or consummate a merger in which the existing Company shareholders obtain less than 50% of the voting control of the combined entity, then the Series A preferred will automatically convert into the number of shares of common stock as the then conversion rate indicates. In the event that holders elect not to convert their Series A preferred or no automatic conversion is triggered, on January 31, 2019, the Series A preferred will become mandatorily redeemable for cash at its original issue price plus any unpaid dividends accrued as of that date. On the date of issuance, the Company determined that no beneficial conversion feature was present. As of December 31, 2012 the Company accrued $144,375 of Series A dividends.

F-19

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

In March 2012, the Company commenced a separate offering of up to 10 million shares of Series A preferred stock in a private placement. As of December 31, 2012, no funds had yet been raised under the offering.

Series B

In connection with the acquisition of Numa, the Company issued 3,250,000 shares of Series B preferred stock as partial consideration for the purchase. The Series B preferred stock had an initial issue (also liquidation price) of $1 per share. The Series B ranks junior to the Series A preferred stock in respect to the payment of dividends but senior to shares of common stock. The Series B is non-cumulative and dividends must be declared before they become payable by the Company. The Series B ranks pari-passu in respect to liquidation and all other matters to the Series A preferred stock. Each share of Series B preferred stock may be converted at any time by the holder into 1.33 shares of common stock. In the event that the Company’s common stock trades above $1.75 per share for 30 consecutive trading days, the Company closes on a qualified sale (as defined in the agreement) in which the consideration to be received is greater than $50 million, or the Company has an underwritten public offering with proceeds in excess of $50 million, the Series B preferred stock automatically converts into common stock at the rate of 1.33 common shares for each Series B share. The holders also have standard anti-dilution protections. On the date of issuance, the Company determined that no beneficial conversion feature was present.

Series C

The Board of Directors adopted a resolution on July 30, 2012 authorizing 12,000,000 shares of Series C convertible redeemable preferred stock with a par value of $.001. The original issuance price was $1.00 per share. The Series C Preferred Stock shall, with respect to dividend rights and rights upon liquidation, winding up or dissolution, rank junior to or pari passau to other classes or series of preferred stock and prior to common stock.

The Corporation shall pay the holders of Series C Preferred Stock a dividend in an amount equal to five percent (5%) per annum multiplied by the Original Issue Price of the Series C Preferred Stock. Cumulative Preferred Dividends shall be payable in quarterly installments in cash or in kind, at the sole option of the Corporation.

Each share of Series C Preferred Stock may be converted by any holder thereof, without any further consideration, at any time, into 1.11 shares of Common Stock (the “Conversion Rate”).

Automatic Conversion. Each share of Series C Preferred Stock shall be automatically converted into shares of the Company’s Common Stock at the Conversion Rate upon the occurrence of any of the following events:

(i)

The shares of the Corporation’s Common Stock shall trade at a price of over $1.75 per share (as adjusted for stock splits or other events which would result in an adjustment of the Conversion rate) for a period in excess of thirty (30) consecutive trading days and the shares of the Corporation’s Common Stock underlying the Series C Preferred Stock are either (i) included in an effective registration statement or (ii) eligible to be traded pursuant to an applicable exemption from registration.

(ii)

The sale of all or substantially all of the assets of the Corporation or the outstanding shares of capital stock of the Corporation entitled to vote generally for the election of directors..

(iii)

The merger of the Company which results in the shareholders of the Company prior to the merger owning less than fifty percent (50%) of the voting power of the Company following the merger.

(iv)

An underwritten initial public offering of the Company’s shares with gross proceeds of at least $50,000,000.

F-20

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

The conversion rate will be adjusted for the following:

Stock Splits and Combinations.

Certain Dividends and Distributions.

Other Dividends and Distributions.

Adjustments for Reclassification, Exchange or Substitution.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than the Series C Preferred Stock, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold in connection with a merger or consolidation.

The Corporation shall mandatorily redeem all shares of Series C Preferred Stock which remain issued and outstanding at January 31, 2019 (“Redemption Date”) at a price equal to the sum of the Original Issue Price and the aggregate amount of any unpaid Cumulative Preferred Dividends attributable to such shares. Such redemption shall be made only to the extent the Corporation has funds legally available for such redemption as of the Redemption Date.

Except as otherwise provided herein or required by law, the holders of the Series C Preferred Stock shall be entitled to vote together as a single class with the holders of Common Stock and any other capital stock of the Corporation entitled to vote, upon any matter submitted to the stockholders for a vote. The holders of Series C Preferred Stock shall be entitled to one vote for each share of Common Stock into which each share of Series C Preferred Stock held by such holders at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken, is convertible.

During the quarter ending September 30, 2012 the Company raised gross proceeds of $492,000 and issued 492,000 shares of Series C preferred stock. In addition, the Company issued one warrant for each share of Series C preferred stock sold in the offering. Each warrant entitles the holder to acquire one share of the Company’s common stock, at an exercise price of $2.50 per share and expires 3 years from the date of issuance.

NOTE 9 - COMMON STOCK

On December 16, 2011, the Company filed a Preliminary Information Statement on Schedule 14-C disclosing that the holder of a majority of the Company’s common stock voted to (i) approve an amendment to the Company’s Articles of Incorporation to (a) change the name of the Company from Soton Holdings Group, Inc. to “Rio Bravo Oil, Inc.”, (b) increase the authorized common stock from 75,000,000 shares, par value $0.001, to 120,000,000 shares, par value $0.001, and (c) create a class of preferred stock, consisting of 30,000,000 shares, par value $0.001, the rights, privileges, and preferences of which may be set by the Company’s Board of Directors without further shareholder approval; and (ii) grant the Board of Directors the authority to amend the Company’s Articles of Incorporation in the future for the purpose of effectuating a forward stock split at a ratio between 2-for-1 and 30-for-1 without further approval by the shareholders. These actions were approved by the holder of a majority of the Company’s voting securities. The name change, increase in authorized common stock and authorized preferred stock took effect with the Secretary of State for the State of Nevada on January 19, 2012, with the name change to Rio Bravo Oil, Inc. recognized by FINRA and the OTC Bulletin Board effective January 26, 2012. The forward stock split became effective as of February 15, 2012. All share amounts have been restated for the forwards stock split since inception.

F-21

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Beginning in February 2012, in connection with the acquisition of Pan Am, the Company commenced a private placement offering of up to a maximum of 6,000,000 units, with each unit consisting of 1 share of common stock and 1 warrant to acquire 1 share of common stock of the Company, with an offering price of $0.75 per unit. The warrants have an exercise price of $1.50 per share and an exercise period of 3 years from the date of issuance. As part of the offering, the Company agreed to pay commissions of 10% of the gross funds raised. As of December 31, 2012, the Company had raised gross funds of approximately $2,656,250 and had accrued commission payable of approximately $265,000, included in accrued expenses. In addition, the Company had one signed private placement commitment of $500,000 for 666,666 units which was subsequently cancelled. In connection with the offering the Company incurred certain professional fee costs of approximately $41,000, which has been offset against the proceeds received in additional paid in capital.

On March 28, 2012, the Company’s majority investor cancelled 66,500,000 shares of common stock in return for no consideration.

In May 2012 the Board of Directors adopted a stock compensation plan. The plan allows the Company to issue shares of common stock, options to purchase common stock or stock appreciation rights to employees, directors and consultants employed by the Company. The number of shares of common stock issuable under the plan is determined each January 1, such that the plan may issue shares of common stock or instruments to acquire common stock of the Company up to 15% of the then outstanding common stock of the Company. No awards were granted or outstanding during the period ending December 31, 2012.

In July 2012, the Company issued 100,000 shares of its common stock as compensation for investor relations services. The stock was valued at its trading price of $0.86 per share on the date of the agreement.

Warrants

The Company issued a warrant to purchase 500,000 shares of the Company’s common stock to a consultant for services rendered in 2012. The exercise price of the warrant is $1.50 and expire in three years. The warrant was valued using a Black Scholes model based on a fair value of the stock of $.99 per share, a volatility of 28.20 and a risk free rate of .005%. The amount of the consulting expense recorded was $33,650.

NOTE 10 – INCOME TAXES

The provision for income taxes consists of the following for the years ended December 31:

	2012		2011
Federal	$	-	$	-
State and local		-		-
Foreign		-		-

Total income tax expense	$	-	$	-

	2012		2011
Current	$	-	$	-
Deferred		-		-

Total Income Tax Expense	$	-	$	-

For the year ended December 31, 2012 and the three months ended December 31, 2011, the provision for income taxes differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following:

F-22

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

	2012			2011

Statutory U.S. federal rate		35	%		35	%
Permanent differences		0	%		0	%
Valuation allowance		35	%		35	%
Provision for income tax expense (benefit)		0	%		0	%

The significant components of the Company’s deferred tax assets and liabilities are as follows:

	2012			2011

Deferred Tax Assets:
Net Operating Loss Carryforwards	$	1,204,000		$	7,000

Total Deferred Tax Assets		1,204,000			7,000
Deferred Tax Liabilities:		-			-
Total Deferred Tax Liabilities		-			-
Net Deferred Tax Asset		1,204,000			7,000
Valuation Allowance		(1,204,000	)		(7,000	)
Net Deferred Tax Asset	$	-		$	-

At December 31, 2012 and 2011, the Company had expected net operating loss carry forwards for U.S. federal income tax of approximately $3,440,000 and $60,000, which will begin to expire in 2031 and 2030, respectively.

The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized prior to their expiration. Management monitors Company-specific, industry and worldwide economic factors and assesses the likelihood that the Company’s NOL’s and other deferred tax attributes in the United States, state and local tax jurisdictions will be utilized prior to their expiration. The Company establishes a valuation allowance to reduce any net deferred tax assets for which it is determined that it is more likely than not that some portion of the net deferred tax asset will not be realized. At December 31, 2012, the Company had a valuation allowance of $1,204,000 related to its net deferred tax assets.

For financial reporting purposes, the entire amount of deferred tax assets related principally to the net operating loss carry forwards has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. The valuation allowance increased by approximately $1.197 million and $7,000 for the years ended December 31, 2012 and 2011, respectively.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

General

There have been significant changes in the U.S. economy, oil and gas prices and the finance industry which have adversely affected and may continue to adversely affect the Company in its attempt to obtain financing or in its process to produce commercially feasible gas exploration or production.

F-23

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Federal, state and local authorities regulate the oil and gas industry. In particular, gas and oil production operations and economies are affected by environmental protection statutes, tax statutes and other laws and regulations relating to the petroleum industry, as well as changes in such laws, changing administrative regulations and the interpretations and application of such laws, rules and regulations. The Company believes it is in compliance with all federal, state and local laws, regulations, and orders applicable to the Company and its properties and operations, the violation of which would have a material adverse effect on the Company or its financial condition.

Operating Hazards and Insurance

The gas and oil business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formation, and environmental hazards such as oil spills, gas leaks, ruptures or discharges of toxic gases, the occurrence of any of which could result in substantial losses to the Company due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties, and suspension of operations.

The Company is a passive working and net revenue interest owner and operator in the oil and gas industry. As such, the Company to date has not acquired its own insurance coverage over its passive interests in the properties; instead the Company has relied on the third party operators for its properties to maintain insurance to cover its operations.

There can be no assurance that insurance, if any, will be adequate to cover any losses or exposure to liability. Although the Company believes the policies obtained by the third party operators provide coverage in scope and in amounts customary in the industry, they do not provide complete coverage against all operating risks. An uninsured or partially insured claim, if successful and of significant magnitude, could have a material adverse effect on the Company and its financial condition via its contractual liability to the prospect.

Title to Properties

The Company’s practice has been to acquire or have its members contribute ownership or leasehold rights to oil and natural gas properties from third parties. The Company’s existing rights are dependent on those previous third parties having obtained valid title to the properties. Prior to the commencement of oil or gas drilling operations on those properties, the third parties customarily conduct a title examination. The Company generally does not conduct examinations of title prior to obtaining its interests in its operations, but rely on representations from the third parties that they have good, valid and enforceable title to the oil and gas properties. Based upon the foregoing, the Company believes it has satisfactory title to their producing properties in accordance with customary practices in the oil and gas industry. The Company is not aware of any title deficiencies as of the date of these financial statements.

Potential Loss of Oil and Gas Interests/Cash Calls

The Company has agreed to be bound by the existing joint operating agreements with various operators for the drilling of oil and gas properties, and still owes certain operator payments on drilling wells. In addition, the Company might be subject to future cash calls due to (1) the drilling of any new well or wells on drilling sites; (2) rework or recompletion of a well; and (3) deepening or plugging back of dry holes, etc. If the Company does not pay delinquent amounts due or its share of future authorization for expenditures invoices, it may forfeit all of its rights in certain of its interests on the applicable prospects and any related profits. If one or more of the other members of the prospects fail to pay their share of the prospect costs, the Company may need to pay additional funds to protect its investments.

NOTE 12 - NON CASH DISCLOSURES NOT MADE ELSEWHERE

No amounts were paid for income taxes in the periods presented in these financial statements.

F-24

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

NOTE 13 – SUBSEQUENT EVENTS

On January 16, 2013, the Company received gross proceeds of $150,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the earlier of 1 year from the date of issuance of the note or when the Company raises gross proceeds of $1.5 million in a debt or equity offering. The note was repaid in full on January 29, 2013.

On January 25, 2013, the Company received gross proceeds of $40,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the earlier of February 3, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

On February 26, 2013, the Company received gross proceeds of $10,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 7, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

On February 26, 2013, the Company received gross proceeds of $45,000 and issued a promissory note to DIT Equity Holdings, LLC in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 7, 2014 or when the Company raises gross proceeds of $1.5 million in a debt or equity offering.

On March 20, 2013, the Company received gross proceeds of $65,000 and issued a promissory note to Wiltomo Redemption Foundation in the same amount. The note bears interest at the rate of 6% per annum, is unsecured and is due on the March 20, 2014.

In January 2013, the Company and 0947388 BC Ltd. (“094”) entered into a letter of intent for 094 to farm into the Edwards formation assets acquired through its acquisition of Pan American Oil Company, LLC (see Note 2) and Numa Luling, LLC (see Note 4) and also the 80% interest in certain leasehold interests acquired from Eagle Ford Oil Co., Inc. (see Note 4). The letter of intent specifies that upon completion of the #4H Tiller well currently being completed by the Company, 094 will drill 10 wells within the Edwards formation of which 100% of the costs shall be borne by 094. At the end of the 10 well program, 094 has the option to extend the program for a further 5 wells, borne at the sole cost of 094 or acquire 100% of the Company’s interest in the Edwards formation leasehold interests for $45 million, which price is reduced on a pro rata basis should oil prices drop below $85 per barrel down to a minimum of $30 million. Should 094 decide not to purchase 100% of the Company’s interest in the Edwards formation leasehold interests, then 094 will earn 80% of revenue from those 10 wells drilled by 094 until such time as it has recouped its costs, at which point its revenue interest reverts to 60%. In addition, 094 will also drill 5 wells within the Buda formation at 50% cost to earn 40% before payout and 30% after payout. At completion, 094 has the option to acquire 10% of the interest held by the Company in the Buda formation through payment of $7.5 million to the Company. In the event 094 chooses not pay the final option price it will earn only an after payout 30% interest in the 5 wells drilled by 094. At the time of entering the letter of intent, 094 paid a deposit of $300,000. The Company and 094 are still in negotiations and no agreement has been finalized.

NOTE 14 - SUPPLEMENTAL OIL AND GAS DISCLOSURE (unaudited)

ESTIMATED NET QUANTITIES OF OIL AND GAS RESERVES (unaudited)

F-25

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” natural gas and crude oil reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statements.

Proved oil and gas reserves are those quantities of natural gas, crude oil and condensate, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contacts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the Company must be reasonably certain that it will commence the project within a reasonable time.

Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and under existing economic and operating conditions.

Oil and Gas Reserves

The following tables set forth our net proved oil and gas reserves, including the changes therein, and net proved developed reserves at December 31, 2012.

Net proved Developed and Undeveloped Reserves (thousands of barrels “Mbbl”) of oil:

	Oil
	(unaudited)
December 31, 2011		-
Purchase of properties		1,176
Revisions of previous estimates		-
Extension, discoveries, other estimates		-
Production		(1	)
Disposition of properties		-
December 31, 2012		1,175

Net proved oil and gas reserves consisted of the following at December 31, 2012:

	Oil
	Volumes
	Mbbl
	(unaudited)
Proved developed not producing		249
Proved undeveloped		926
Total proven		1,175

F-26

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

Results of operations for oil and gas producing activities for the year ended December 31:

	2012			2011
	(unaudited)			(unaudited)

Revenue	$	101,556		$	-
Operating expenses (lifting costs and workover expenses)		799,386			-
Depletion and depreciation		24,377			-
Impairment of oil and gas properties		-			-
Operating loss		(722,207	)		-
Income tax provision (net of valuation allowance)		-			-
Results of operations for oil and gas properties	$	(722,207	)	$	-

Cost incurred for oil and gas property acquisition, exploration and development for the periods ended December 31:

Activities	2012		2011
	(unaudited)		(unaudited)
	(in thousands)		(in thousands)
Property acquisition
Unproved	$	-	$	-
Proved		16,024		-
Exploration		-		-
Development		1,717		-

Total costs incurred	$	17,741	$	-

Capitalized costs relating to oil and gas activities are as follows:

	2012			2011
	(unaudited)			(unaudited)
	(in thousands)			(in thousands)

Proved	$	17,741		$	-
Unproved		-			-
Total capitalized costs		17,741			-
Accumulated depletion, depreciation and impairment		(24	)		-

Net capitalized costs	$	17,717		$	-

F-27

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES — (unaudited)

The following information has been developed utilizing procedures prescribed by FASC Topic 932 and based on crude oil reserve and production volumes estimated by the Company’s engineering staff. It may be useful for certain comparative purposes, but should not be solely relied upon in evaluating the Company or its performance. Further, information contained in the following table should not be considered as representative of realistic assessments of future cash flows, nor should the Standardized Measure of Discounted Future Net Cash Flows be viewed as representative of the current value of the Company.

The Company believes that the following factors should be taken into account in reviewing the following information: (1) future costs and selling prices will probably differ from those required to be used in these calculations; (2) actual rates of production achieved in future years may vary significantly from the rate of production assumed in the calculations; (3) selection of a 10% discount rate is arbitrary and may not be reasonable as a measure of the relative risk inherent in realizing future net oil and gas revenues; and (4) future net revenues may be subject to different rates of income taxation.

Under the Standardized Measure, future cash inflows were estimated by applying the average first day price for each month during the period adjusted for fixed and determinable escalations to the estimated future production of period-end proven reserves. Future cash inflows were reduced by estimated future development, abandonment and production costs based on period-end costs in order to arrive at net cash flow before tax. Future income tax expenses have been computed by applying period-end statutory tax rates to aggregate future pre-tax net cash flows, reduced by the tax basis of the properties involved and tax carryforwards. Use of a 10% discount rate is required by FASC Topic 932.

Management does not rely solely upon the following information in making investment and operating decisions. Such decisions are based upon a wide range of factors, including estimates of probable as well as proven reserves and varying price and cost assumptions considered more representative of a range of possible economic conditions that may be anticipated.

Standardized measure of discounted future net cash flows relating to proved oil and gas reserves.

The standardized measure of discounted future net cash flows relating to proved oil and gas reserves for the Company is as follows for the periods ended December 31:

	2012			2011
	(in thousands)			(in thousands)
	(unaudited)			(unaudited)

Future cash inflows	$	105,600		$	-
Less related future:
Production costs		(18,098	)		-
Development costs		(18,825	)		-
Future net cash flows before income taxes		68,677			-
Future income taxes		(24,037	)		-
Future net cash flows		44,640			-
10% annual discount for estimating timing of cash flows		(14,496	)		-

Standardized measure of discounted future net cash flows	$	30,144		$	-

F-28

RIO BRAVO OIL, INC.

Notes to the Consolidated Financial Statements

A summary of the changes in the standardized measure of discounted future net cash flows applicable to proved oil and gas reserves is as follows for the periods ended December 31:

	2012			2011
	(in thousands)			(in thousands)
	(unaudited)			(unaudited)
Net changes in sales and transfer prices and in production (lifting) costs related to future production	$	-		$	-
Changes in estimated future development costs		-			-
Sales and transfers of oil and gas produced during the period		(100	)		-
Net change due to extensions, discoveries and improved recovery		30,244			-
Net change due to purchases and sales of minerals in place		-			-
Net change due to revisions in quantity estimates		-			-
Previously estimated development costs incurred during the period		-			-
Accretion of discount		-			-
Other – unspecified		-			-
Net change in income taxes		-			-

Aggregate change in the standardized measure of discounted net cash flows for the year	$	30,144		$	-

F-29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Soton Holdings Group, Inc.

We have audited the accompanying balance sheets of Soton Holdings Group, Inc. as of September 30, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the year ended September 30, 2011, and the period from inception (June 9, 2010) through September 30, 2010. Soton Holdings Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these 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 is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Soton Holdings Group, Inc. as of September 30, 2011 and 2010, and the results of its operations and its cash flows for the year ended September 30, 2011, and the period from inception (June 9, 2010) through September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in development stage and has incurred operating losses since inception. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

L J Soldinger Associates, LLC

Deer Park, Illinois

December 27, 2011

F-30

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Balance Sheets

	September 30,
	2011			2010
ASSETS

Current assets
Cash	$	33		$	22,158
Prepaid Expenses		3,379			-
Total current assets		3,412			22,158

Total assets	$	3,412		$	22,158

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Loan from former director	$	949		$	349
Total current liabilities		949			349

Stockholders' equity
Common stock, $0.001 par value, 75,000,000 shares authorized as of September 30, 2011 and 2010; 3,175,000 shares issued and outstanding as of September 30, 2011 and 2010		3,175			3,175
Additional paid-in capital		19,575			19,575
Deficit accumulated during the development stage		(20,287	)		(941	)
Total stockholders' equity		2,463			21,809

Total liabilities and stockholders' equity	$	3,412		$	22,158

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

F-31

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Statements of Operations

	For Year Ended September 30, 2011			From Inception on June 9, 2010 to September 30, 2010

Expenses
General and administrative expenses	$	(19,346	)	$	(941	)

Net loss from operation before taxes		(19,346	)		(941	)

Provision for income taxes		-			-

Net loss	$	(19,346	)	$	(941	)

Loss per common share – basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding		3,175,000			2,396,491

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

F-32

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Statement of Stockholders’ Equity

From Inception on June 9, 2010 to

September 30, 2011

							Deficit
							Accumulated			Total
					Additional		During the			Stockholders’
	Common Stock				Paid-In		Development			Equity
	Shares		Amount		Capital		Stage			(Deficit)

Balance at inception on June 9, 2010	-		$	-	$	-	$	-		$	-

June 21, 2010
Common shares issued for cash at $0.001		2,500,000		2,500		-		-			2,500

September 29, 2010
Common shares issued for cash at $0.03		675,000		675		19,575		-			20,250

Net loss		-		-		-		(941	)		(941	)

Balance as of September 30, 2010		3,175,000		3,175		19,575		(941	)		21,809

Net loss		-		-		-		(19,346	)		(19,346	)

Balance as of September 30, 2011		3,175,000		3,175		19,575	$	(20,287	)	$	2,463

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

F-33

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Statements of Cash Flows

	For Year Ended September 30, 2011			From Inception on June 9, 2010 to September 30, 2010

Operating activities
Net (loss)	$	(19,346	)	$	(941	)
Increase in prepaid expenses		(3,379	)		-

Net cash (used) for operating activities		(22,725	)		(941	)

Financing activities
Loans from a former director		600			349
Sale of common stock		-			22,750

Net cash provided by financing activities		600			23,099

Net increase (decrease) in cash and equivalents		(22,125	)		22,158
Cash and equivalents at beginning of the period		22,158			-

Cash and equivalents at end of the period	$	33		$	22,158

Supplemental cash flow information:

Cash paid for:
Interest	$	-		$	-
Taxes		-			-

Non-cash activities	$	-		$	-

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

F-34

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Soton Holdings Group, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 9, 2010 and was originally formed for the business of wine bottle distribution. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, June 9, 2010 through September 30, 2010 the Company has a deficit accumulated during the development stage of $20,287.

NOTE 2 - GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $20,287 as of September 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans and/or private placement of common stock.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Development Stage Entities

The Company is in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities and as such is required to provide additional cumulative financial information.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

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

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. To date, the Company has not adopted a stock option plan and has not granted any stock options.

F-35

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with the Accounting Standards Codification, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Fiscal Periods

The Company's fiscal year end is September 30.

Recent Accounting Pronouncements

In December 2010, the FASB issued an accounting standard update 2010-29 that addresses the disclosure of supplementary pro forma information for business combinations. This update clarifies that when public entities are required to disclose pro forma information for business combinations that occurred in the current reporting period, the pro forma information should be presented as if the business combination occurred as of the beginning of the previous fiscal year when comparative financial statements are presented. This update is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The Company believes that the adoption of this standard will not materially expand the consolidated financial statement footnote disclosures.

NOTE 4 - COMMON STOCK

The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On June 21, 2010, the Company issued 2,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $2,500. During the period July 19, 2010 to September 29, 2010, the Company issued 675,000 shares of common stock at a price of $0.03 per share for total cash proceeds of $20,250. During the period June 9, 2010 (inception) to September 30, 2010, the Company sold a total of 3,175,000 shares of common stock for total cash proceeds of $22,750.

F-36

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 5 - INCOME TAXES

As of September 30, 2010, the Company had net operating loss carry forwards of $20,287 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 6 - RELATED PARTY TRANSACTONS

NOTE 7 – COMMITMENTS & CONTINGENCIES

On November 25, 2010, we entered into a Bottle Supply Agreement with Hangzhou Yangcheng Company, Ltd., a Chinese bottle producer, wherein we agreed to purchase wine bottles from Hangzhou. On August 15, 2011, we signed an Amendment No. 1 to the Bottle Supply Agreement with Hangzhou wherein we modified our agreement so that we are no longer obligated to purchase a minimum number of bottles. The amendment also revised the termination provisions.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from September 30, 2011 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.

On October 17, 2011, the two largest holders of our common stock, as well as our two officers and directors, Ms. Mariya Kokho and Mr. Vasiliy Ignatenko, entered into a Agreement to Purchase Common Stock (the "Agreement") with Petrina Advisors, Inc., a New York corporation ("Petrina"), under which Petrina agreed to purchase an aggregate of 2,500,000 shares of our common stock from Ms. Kokho and Mr. Ignatenko in exchange for $16,000. These shares represent approximately 79% of our outstanding common stock. The transaction closed November 22, 2011.

As noted above, under the Agreement, Ms. Kokho and Mr. Ignatenko, two of our affiliate-shareholders sold shares that represent approximately 79% of our outstanding common stock to Petrina. This transaction resulted in a change of control as Petrina now owns a majority of our outstanding voting securities.

Pursuant to the Agreement, Ms. Mariya Kokho resigned from her positions as our President, Chief Executive Officer, and Chief Financial Officer effective at the close of the transaction - November 22, 2011, and Mr. Vasiliy Ignatenko resigned from his position as our Secretary also effective at the close of the transaction - November 22, 2011. Ms. Kokho also resigned as a member of our Board of Directors, effective at the close of the transaction. Prior to the close of the transaction Ms. Kokho loaned the Company $2,000 on November 14, 2011 and $400 on November 21, 2011. The loans are non-interest bearing, due upon demand and are unsecured.

In conjunction with the close of the transaction, the following additions to our Board of Directors and executive management team occurred:

Mr. Paul Vassilakos, the President of Petrina Advisors, Inc., the holder of approximately 79% of our outstanding common stock, replaced Ms. Kokho as our Chief Executive Officer and Chief Financial Officer, and was appointed to serve on our Board of Directors. Mr. Miles Leahy replaced Mr. Ignatenko as our Secretary, and was appointed to serve on our Board of Directors.

F-37

SOTON HOLDINGS GROUP, INC.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 8 – SUBSEQUENT EVENTS (Continued)

On December 16, 2011, we filed a Preliminary Information Statement on Schedule 14-C disclosing that the holder of a majority of our common stock voted to (i) approve an amendment to the Company’s Articles of Incorporation to (a) change the name of the Company from Soton Holdings Group, Inc. to “Rio Bravo Oil, Inc.”, (b) increase the authorized common stock from 75,000,000 shares, par value $0.001, to 120,000,000 shares, par value $0.001, and (c) create a class of preferred stock, consisting of 30,000,000 shares, par value $0.001, the rights, privileges, and preferences of which may be set by the Company’s Board of Directors without further shareholder approval; and (ii) grant the Board of Directors the authority to amend the Company’s Articles of Incorporation in the future for the purpose of effectuating a forward stock split at a ratio between 2-for-1 and 35-for-1 without further approval by the shareholders. Although these actions have been approved by the holder of a majority of our voting securities we cannot effect these actions until we have filed a Definitive Information Statement on Schedule 14-C, mailed the Information Statement to our shareholders, at least 20 days have passed since we mailed the document to our shareholders, properly notify FINRA under FINRA Rule 6490, and FINRA has approved the actions. We hope to effect these actions on or before the end of January, 2012.

The primary purpose of the corporate actions is to prepare the company for its new business focus which is to shift the focus of our business to the oil and gas industry by acquiring existing oil and gas leases and interests.

F-38

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including the Company’s President (“President”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s President and CFO concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2012 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

b) Management’s Report on Internal Control over Financial Reporting

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

●

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

●

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

●

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2012, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective due to material weaknesses that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board was (a) the lack of a functioning audit committee, (b) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, (c) a lack of expertise with US generally accepted accounting principles and SEC rules and regulations for review of critical accounting areas and disclosures and material non-standard transactions and (d) lack of effective oversight during the financial close process resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the year ended December 31, 2012.

Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors, coupled with not having individuals on staff or retainer with a thorough knowledge of US GAAP and SEC rules and regulations and lack of effective oversight on the financial close process results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

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

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the last fiscal quarter ending December 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company’s management, including the Company’s President and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers and Significant Employees

The following individuals currently serve as our executive officers and directors:

Name	Age	Positions
Thomas D. Bowman	52	President, Chief Executive Officer and Director
Carlos E. Buchanan II	39	Treasurer, Chief Financial Officer and Director
Lynden Rose	52	Secretary and Director

Thomas D. Bowman

Mr. Bowman has been President, Chief Executive Officer and a Director of the Company since February 2012. From March 2005 to May 2009he served as Evaluation Manager for Aspect Abundant Shale LP, a company engaged in developing and drilling unconventional oil and gas projects. From May 2009 to August 2009 he served as Vice President of Yuma Exploration and Newport Resources Joint Venture, a company engaged in developing oil and gas investments. From 2009 to September 2010 he served as Exploration Manager of Mantle Oil and Gas, a Company engaged in the development of conventional oil and gas prospects and was further involved in the formation of Trigon to develop unconventional oil and gas prospects. From September 2010 to present he has served as President and Partner of TDB Oil Corporation, a company which provides exploration and development consulting on unconventional oil and gas prospects. From February 2010 to August 2011, he served as Vice President of Exploration of TX Oil, Inc., an independent oil and gas company pursuing offshore oil and gas concessions. From May 2010 to present he has served as Vice President of Evaluation, Geology and Geophysics of ZaZa Energy Corporation, aa independent oil and gas company engaged in the development of oil and gas resources in the Eagle Ford shale area. From June 2010 to present, he has served as Vice President of Exploration, Partner and Investor of Royalty Partners LLC, a royalty purchasing company which purchases oil and gas mineral interests in the US. He earned a B.S. degree from Montana College of Mineral Science and Technology focusing on Geophysics and Geology and is a licensed member of the Texas Board of Geoscientist.

Carlos E. Buchanan II

Mr. Buchanan has been our Treasurer, Chief Financial Officer and a Director of the Company since February 2012. He has served as Chief Executive Officer of Buchanan Ventures, Inc. from 1997 to the present date. The company provides financial consulting to clients in various industries and has investments in energy and real estate developments. Mr. Buchanan has also served as Chief Financial Officer of South Oil, Inc. from November 2005 to December 2011. The company is an independent oil and gas company with active projects domestically and internationally. From January 2006 to December 2008 he served as Chief Financial Officer of South Barnett Resources, LLC, an oil and gas investment partnership with an position in the Barnett Shale. From May 2007 to June 2008, he served as Chief Operating Officer and Chief Financial Officer of Palo Duro Operating Inc., a wholly owned subsidiary of Palo Duro Energy, Inc. (TSX: PDE.V), an independent oil and gas company with 27% participation in Bankers Petroleum (US)’s investment in the Palo Duro Basin. From January 2010 to December 2011, he served as Chief Financial Officer of TX Oil, Inc., an independent oil and gas company pursuing offshore oil and gas concessions. From November 2011 to February 2012, he served as Chief Financial Officer of Pan American Oil Company, LLC, a special purpose investment vehicle utilized for the aggregation of working interest in the Edwards formation in Luling, Texas area.

Mr. Buchanan received his BBA in Finance and Entrepreneurship at the University of Houston. During his graduate studies he received the coveted Texas Business Hall of Fame Scholarship, and was the Chief Administrator of the Entrepreneur Program, the #1 undergraduate entrepreneur program in the nation ranked by Princeton Review. Mr. Buchanan remains active at the University teaching, mentoring students, developing curriculum, and is the Chairman of the Wolff Alumni Organization.

Lynden Rose

Mr. Rose has been our Secretary and a Director of the Company since February 2012. Mr. Rose is a partner in the law firm of Stanley, Frank & Rose, LLP in Houston. Since 1992, he also has served as counsel to the West Palm Beach law firm The Rose Law Firm. From 2004 until 2007, Mr. Rose was a partner in the law firm of Lynden B. Rose, P.C. and from 2002 until 2004, Mr. Rose was a sole practitioner in the law firm of Lynden B. Rose, Attorney at Law, in Houston. From 1992 until 2000, he was a Partner in the law firm of Wilson Rose & Associates. Since 2003, Mr. Rose also served as President of LM Rose Consulting Group, and since 1991, he has served as President of Rose Sports Management, Inc. Mr. Rose has been a director of Red Mountain Resources, Inc. since February 2011. Mr. Rose is a member of the Oil, Gas and Energy Resources Law Section of the State Bar of Texas. From 1982 until 1984, he was a professional basketball player drafted by the Los Angeles Lakers and played with the Las Vegas Silvers and in Europe. Mr. Rose graduated from the University of Houston and received his Juris Doctorate from the University of Houston.

At the present time, it is estimated that Messrs. Bowman and Buchanan will each devote approximately 5-10 hours of work to the Company’s business and Mr. Rose will spend less than three hours per week to the Company’s business.

There are no family relationships between our officers and directors. Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Act of 1934 requires the Company's officers and directors, and greater than 10% stockholders, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Based on management's review of these reports during the fiscal year ended December 31, 2012, all reports required to be filed were filed on a timely basis.

Code of Ethics

Our board of directors has adopted a code of ethics that our officers, directors and any person who may perform similar functions is subject to. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code.

ITEM 11. EXECUTIVE COMPENSATION.

The following is a summary of the compensation we paid for each of the last two years ended December 31, 2012 and 2011, respectively (i) to the persons who acted as our principal executive officer during our fiscal year ended December 31, 2012 and (ii) to the person who acted as our next most highly compensated executive officer other than our principal executive officer who was serving as our executive officer as of the end of our last fiscal year.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards		Option Awards ($)		Non-Equity Incentive Plan		Non-Qualified Deferred Compensation Earnings ($)		All other Compensation ($)		Total ($)
Thomas D. Bowman		2012	$	166,667	$	--	$	--	$	--	$	--	$	--	$	—	$	166,667
(Chief Executive Officer)		2011	$	--	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Carlos Buchanan II		2012	$	125,000	$	—	$	—	$	—	$	—	$	—	$	—	$	125,000
(Chief Financial Officer)		2011	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Lynden Rose		2012	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
(Secretary)		2011	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards, including, options, restricted stock or other equity incentives, during the fiscal year ended December 31, 2012.

Employment Agreements

Effective as of March 1, 2012, the Company entered into employment agreements with each of Thomas D. Bowman to serve as the Company’s President and Chief Executive Officer at an initial base salary of $200,000 per year and Carlos E. Buchanan II to serve as the Company’s Chief Financial Officer at an initial base salary of $150,000 per year. In all other respects, the employment agreements are identical and provide for the following terms, among others: (a) an initial term of three (3) years; (b) the opportunity for performance bonuses; (c) the potential for stock option grants; (d) participation in all of the Company’s employee benefit plans; (e) certain death benefits and (f) confidentiality and non-competition provisions.

Director Compensation

Compensation for independent directors comprises a $2,500 quarterly payment and issuance of $5,000 value in Company common stock on a quarterly basis.

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

The following table sets forth, as of December 31, 2012, certain information with respect to the Company’s equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 10% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Class	Name and Address (2)	Nature of Beneficial Ownership	Number of Shares	Percent of Class (1)

Common	Thomas D. Bowman (3)	President, Chief Executive Office
		And Director	1,999,980	6.16%

Common	Carlos E. Buchanan II (3)	Treasurer, Chief Financial Officer
		and Director	1,500,030	4.62%

Common	Lynden Rose(3)	Secretary and Director	-0-	0.00%
Common	All Directors and Officers as a Group (3 persons)		3,500,010	10.78%

Ser A Preferred	Michael Garnick (4)	10% Holder	750,000	13.63%

Ser A Preferred	Pan American Holdings, LLC (5)	10% Holder	4,150,000	75.45%

Ser B Preferred	Numa Luling, LLC (6)	10% Holder	3,250,000	100.00%

Ser C Preferred	Michael Garnick (4)	10% Holder	250,000	50.81%

Ser C Preferred	Quest IRA, Inc. FBO Zai Yuan Zhen (7)	10% Holder	242,000	49.19%

(1)

This table is based upon 32,481,686 shares of Common Stock; 5,500,000 shares of Series A Preferred Stock; 3,250,000 shares of Series B Preferred Stock and 492,000 shares of Series C Preferred Stock issued and outstanding on December 31, 2012. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.

(2)

Unless indicated otherwise, the address of the shareholder is 5858 Westheimer, Suite 699, Houston, TX 77057

(3)

(4)

(5)

(6)

(7)

Indicates an officer and/or director of the Company

Michael Garnick’s address is 1590 Stocton Road, Meadowbrook, PA 19046.

Pan American Holdings, LLC’s address is 5858 Westheimer, Suite 688, Houston, TX 77057; the beneficial owner is Mark K. Bush

Numa Luling, LLC’s address is 815-A Brazos St. Austin, TX 78701; the beneficial owner is Daryl Brown

Quest IRA, Inc. FBO Zai Yuan Zhen's address is Villa Bergumo Ln., Houston, TX 77094. The beneficial owner is Zai Yuan Zhen.

The Company is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.

Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our Company.

Related Transactions

None.

The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

Director Independence

The Company has no independent directors within the meaning of Nasdaq Marketplace Rule 4200.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

L J Soldinger Associates LLC (“LJSA”) served as our independent registered public accounting firm for the fiscal year ending December 31, 2012, the quarterly transition period ending December 31, 2011 and the fiscal period ending September 31, 2011.

Fees

The following table presents fees for the professional services rendered by LJSA for fiscal years 2012 and 2011, respectively:

Services Performed	2012		2011
Audit Fees(1)	$	164,000	$	10,000
Audit-Related Fees(2)		140,000		--
Tax Fees(3)		2,000		--
All Other Fees(4)		--		--
Total Fees	$	306,000	$	10,000

(1)	Audit fees represent fees billed for professional services rendered for the audit of our annual financial statements and review of the financial statements included in our quarterly reports or services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)	Audit-related fees represent fees billed for assurance and related services reasonably related to the performance of the audit or review of our financial statements not reported in (1) above, including those incurred in connection with securities registration and/or other issues resulting from that process, audits of multiple years of multiple entities acquired during the year, work in connection with the related Form 8 K Event Reporting and initial review and subsequent audit of the transition period resulting from the change of fiscal year from September 30 to December 31.
(3)	Tax fees represent fees billed for professional services rendered for tax compliance, tax advice and tax planning services.
(4)	All other fees principally would include fees billed for products and services provided by the accountant, other than the services reported under the three captions above.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors' responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ended December 31, 2012, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption "All Other Fees", which are currently none, is compatible with maintaining the auditor's independence.

The board approved all fees described above.

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

The Company financial statements as of and for the year ending December 31, 2012, as of and for the three month transition period ending December 31, 2011, for the period from inception (June 9, 2010) through December 31, 2012, and as of and for the fiscal years ending September 30, 2011. “Predecessor business” financial statements are also included within the Company’s financial statements as of and for the year ending December 31, 2011 and for the period January 1, 2012 through February 14, 2012.

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit No. Identification of Exhibit

31.1. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2. Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

		Rio Bravo Oil, Inc.
		(Registrant)


	By
		/s/ Thomas D. Bowman

		Thomas D. Bowman
		Chief Executive Officer and President (Principal Executive Officer)

	Date
		April 15, 2013

	By
		/s/ Carlos Buchanan II

		Carlos Buchanan II
		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

	Date
		April 15, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

	By
		/s/ Thomas D. Bowman

		Thomas D. Bowman
		Chief Executive Officer, President and Director

	Date
		April 15, 2013
	By
		/s/ Carlos Buchanan II

		Carlos Buchanan II
		Chief Financial Officer, Treasurer and Director

	Date
		April 15, 2013

	By
		/s/ Lynden Rose

		Lynden Rose Secretary and Director

	Date
		April 15, 2013

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